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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For
the period ended March 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For
the transition period from ___________to ____________
Commission
File Number 001-41452
![](https://www.sec.gov/Archives/edgar/data/1589149/000149315224020718/form10-q_001.jpg)
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
(Exact
name of business as specified in its charter)
Delaware |
|
46-2612944 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
|
|
|
4016
Raintree Rd, Ste 300, Chesapeake, VA |
|
23321 |
(Address
of principal executive offices) |
|
(Zip
code) |
(800)
966-1432
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value per share |
|
GWAV |
|
The
Nasdaq Stock Market, LLC |
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of May 20, 2024, there were 639,663,407 shares of the registrant’s common stock issued and outstanding.
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q contains 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”) that are based on our management’s beliefs and assumptions and on information currently available to management, and
which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than
statements of historical fact, including statements regarding our future operating results and financial position, our business strategy
and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements
generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements
because they contain words such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative
of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.
These
statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements
due to numerous factors, including those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, and our
other filings with SEC. These risks and uncertainties include, among other things:
|
● |
Changing
conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions
which 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 which could reduce our sales. |
|
● |
Significant
decreases in scrap metal prices which may adversely impact our operating results. |
|
● |
Imbalances
in supply and demand conditions in the global steel industry which may reduce demand for our products. |
|
● |
Impairment
of long-lived assets and equity investments which may adversely affect our operating results. |
|
● |
Governmental
agencies’ refusal 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 which may adversely impact our operating results.
You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report
on Form 10-Q. 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 Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable
law.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
| |
| |
| | |
| |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 713,218 | | |
$ | 1,546,159 | |
Inventories | |
| 400,219 | | |
| 200,428 | |
Accounts receivable | |
| 943,245 | | |
| 646,413 | |
Prepaid expenses | |
| 162,667 | | |
| 296,761 | |
Total current assets | |
| 2,219,349 | | |
| 2,689,761 | |
| |
| | | |
| | |
Property and equipment, net | |
| 22,596,251 | | |
| 23,495,440 | |
Operating lease right of use assets, net - related party | |
| 78,842 | | |
| 103,822 | |
Operating lease right of use assets, net | |
| 1,219,921 | | |
| 198,558 | |
Licenses, net | |
| 15,955,500 | | |
| 16,487,350 | |
Intellectual property, net | |
| 1,518,000 | | |
| 1,669,800 | |
Customer List, net | |
| 1,679,250 | | |
| 1,735,225 | |
Intangible assets, net | |
| 1,679,250 | | |
| 1,735,225 | |
Security deposit | |
| 31,892 | | |
| 31,893 | |
| |
| | | |
| | |
Total assets | |
$ | 45,299,005 | | |
$ | 46,411,849 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Bank overdraft | |
$ | 298,264 | | |
$ | 118,763 | |
Accounts payable and accrued expenses | |
| 5,122,300 | | |
| 6,100,449 | |
Accrued payroll and related expenses | |
| 4,009,213 | | |
| 4,089,836 | |
Factoring, net of unamortized debt discount of $1,347,230 and $-, respectively | |
| 2,231,731 | | |
| - | |
Non-convertible notes payable, current portion, net of unamortized debt discount of $754,863 and $500,250, respectively | |
| 2,751,628 | | |
| 2,623,561 | |
Convertible notes payable, current portion, net of unamortized debt discount of $3,237,544 and $3,934,506, respectively | |
| 6,756,732 | | |
| 8,065,494 | |
Due to related parties | |
| 1,166,940 | | |
| 2,070,402 | |
Operating lease obligations, current portion - related party | |
| 83,430 | | |
| 111,240 | |
Operating lease obligations, current portion | |
| 288,212 | | |
| 89,731 | |
Total current liabilities | |
| 22,708,450 | | |
| 23,269,476 | |
| |
| | | |
| | |
Operating lease obligations, less current portion | |
| 929,394 | | |
| 94,943 | |
Related party note payable | |
| 7,218,350 | | |
| 17,218,350 | |
Convertible notes payable, net of unamortized debt discount of $1,438,908 and $1,967,253, respectively | |
| 3,002,992 | | |
| 4,032,747 | |
Non-convertible notes payable, net of unamortized debt discount of $1,597,247 and $1,965,113, respectively | |
| 5,828,294 | | |
| 6,250,481 | |
Total liabilities | |
| 39,687,480 | | |
| 50,865,997 | |
| |
| | | |
| | |
Commitments and contingencies (See Note 11) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ equity (deficit): | |
| | | |
| | |
Preferred stock - 10,000,000 shares authorized: | |
| | | |
| | |
Preferred stock - Series D, $0.001 par value, $10,000 stated value, 1,000 and 0 shares authorized; 1,000 and 0 shares to be issued, respectively | |
| 1 | | |
| - | |
Preferred stock, value | |
| 1 | | |
| - | |
Common stock, $0.001 par value, 1,200,000,000 and 500,000,000 shares authorized; 43,864,860 and 16,964,336 shares issued and outstanding, respectively | |
| 43,865 | | |
| 16,964 | |
Common stock to be issued, 241,373 and 0 shares, respectively | |
| 241 | | |
| - | |
Subscription receivable | |
| (67,923 | ) | |
| - | |
Additional paid in capital | |
| 434,962,276 | | |
| 391,395,045 | |
Accumulated deficit | |
| (429,326,935 | ) | |
| (395,866,157 | ) |
Total stockholders’ equity (deficit) | |
| 5,611,525 | | |
| (4,454,148 | ) |
| |
| | | |
| | |
Total liabilities and stockholders’ equity (deficit) | |
$ | 45,299,005 | | |
$ | 46,411,849 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
2024 | | |
2023 | |
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Revenues | |
$ | 8,504,777 | | |
$ | 9,043,422 | |
| |
| | | |
| | |
Cost of Revenues | |
| 5,240,516 | | |
| 4,316,811 | |
| |
| | | |
| | |
Gross Profit | |
| 3,264,261 | | |
| 4,726,611 | |
| |
| | | |
| | |
Operating Expenses: | |
| | | |
| | |
Advertising | |
| 2,374 | | |
| 5,522 | |
Payroll and related expense | |
| 1,738,028 | | |
| 1,951,259 | |
Rent, utilities and property maintenance ($192,720 and
$672,557, respectively,
to related-party) | |
| 443,872 | | |
| 1,023,709 | |
Hauling and equipment maintenance | |
| 601,562 | | |
| 1,250,717 | |
Depreciation and amortization expense | |
| 1,638,815 | | |
| 1,268,853 | |
Consulting, accounting and legal | |
| 612,271 | | |
| 273,073 | |
Stock based compensation for services | |
| 288,900 | | |
| - | |
Stock Compensation | |
| 20,833 | | |
| - | |
Other general and administrative expenses | |
| 729,330 | | |
| 888,654 | |
Total Operating Expenses | |
| 6,075,985 | | |
| 6,661,787 | |
| |
| | | |
| | |
Loss From Operations | |
| (2,811,724 | ) | |
| (1,935,176 | ) |
| |
| | | |
| | |
Other Income (Expense): | |
| | | |
| | |
Interest expense and amortization of debt discount | |
| (2,194,229 | ) | |
| (2,165,504 | ) |
Other gain (loss) | |
| 1,351 | | |
| - | |
Equity issued for warrant inducement | |
| (3,029,927 | ) | |
| - | |
Shares issued for Financing | |
| (52,183 | ) | |
| - | |
Gain on conversion of convertible notes | |
| 24,198 | | |
| - | |
Gain on settlement of non-convertible notes payable and advances | |
| - | | |
| 75,005 | |
Total Other Expense | |
| (5,250,790 | ) | |
| (2,090,499 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Provision for Income Taxes (Benefit) | |
| - | | |
| - | |
| |
| | | |
| | |
Net Loss | |
| (8,062,514 | ) | |
| (4,025,675 | ) |
| |
| | | |
| | |
Deemed dividend for the reduction of exercise price of warrants | |
| (1,444,324 | ) | |
| - | |
Deemed dividend for the reduction of the conversion price of a debt note | |
| (23,953,940 | ) | |
| - | |
| |
| | | |
| | |
Net Loss Available to Common Stockholders | |
$ | (33,460,778 | ) | |
$ | (4,025,675 | ) |
| |
| | | |
| | |
Net Loss Per Common Share: | |
| | | |
| | |
Basic | |
$ | (0.39 | ) | |
$ | (0.36 | ) |
Diluted | |
$ | (0.39 | ) | |
$ | (0.36 | ) |
| |
| | | |
| | |
Weighted Average Common Shares Outstanding: | |
| | | |
| | |
Basic | |
| 20,858,437 | | |
| 11,209,142 | |
Diluted | |
| 20,858,437 | | |
| 11,209,142 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE THREE MONTHS ENDED MARCH 31, 2024
(Unaudited)
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Receivable | | |
In Capital | | |
Deficit | | |
Total | |
| |
Preferred Stock | | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
Series D to be Issued | | |
Common Stock | | |
Common Stock to be Issued | | |
Subscription | | |
Additional Paid | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Receivable | | |
In Capital | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance at December 31, 2023 | |
| - | | |
$ | - | | |
| 16,964,336 | | |
$ | 16,964 | | |
| - | | |
$ | - | | |
$ | - | | |
$ | 391,395,045 | | |
$ | (395,866,157 | ) | |
$ | (4,454,148 | ) |
Exchange of non-convertible note into shares of Series D Preferred | |
| 1,000 | | |
$ | 1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 9,999,999 | | |
| - | | |
$ | 10,000,000 | |
Common stock issued for the conversion of convertible debt notes | |
| - | | |
| - | | |
| 10,864,690 | | |
$ | 10,865 | | |
| - | | |
$ | - | | |
$ | - | | |
$ | 2,031,677 | | |
| - | | |
$ | 2,042,542 | |
Common stock issued for the exercise of warrants for cash | |
| - | | |
| - | | |
| 16,035,834 | | |
$ | 16,036 | | |
| 241,373 | | |
$ | 241 | | |
$ | (67,923 | ) | |
$ | 2,818,464 | | |
| - | | |
$ | 2,766,818 | |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 288,900 | | |
| - | | |
$ | 288,900 | |
Equity issued for warrant inducement | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 3,029,927 | | |
| - | | |
$ | 3,029,927 | |
Deemed dividend for the reduction of the conversion price of a debt note | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 23,953,940 | | |
$ | (23,953,940 | ) | |
| - | |
Deemed dividend for the reduction of the exercise price of warrants | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 1,444,324 | | |
$ | (1,444,324 | ) | |
| - | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | (8,062,514 | ) | |
$ | (8,062,514 | ) |
Balance at March 31, 2024 | |
| 1,000 | | |
$ | 1 | | |
| 43,864,860 | | |
$ | 43,865 | | |
| 241,373 | | |
$ | 241 | | |
$ | (67,923 | ) | |
$ | 434,962,276 | | |
$ | (429,326,935 | ) | |
$ | 5,611,525 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(Unaudited)
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
In Capital | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
| |
Preferred Stock Series Z | | |
Common Stock | | |
Additional Paid | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
In Capital | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance at December 31, 2022 | |
| 322 | | |
$ | - | | |
| 10,962,319 | | |
$ | 10,962 | | |
$ | 377,595,618 | | |
$ | (362,269,015 | ) | |
$ | 15,337,565 | |
Balance | |
| 322 | | |
$ | - | | |
| 10,962,319 | | |
$ | 10,962 | | |
$ | 377,595,618 | | |
$ | (362,269,015 | ) | |
$ | 15,337,565 | |
Issuance of common stock upon conversion of Series Z Preferred | |
| (72 | ) | |
| - | | |
| 288,494 | | |
$ | 289 | | |
$ | (288 | ) | |
| - | | |
$ | 1 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | (4,025,675 | ) | |
$ | (4,025,675 | ) |
Balance at March 31, 2023 | |
| 250 | | |
$ | - | | |
| 11,250,813 | | |
$ | 11,251 | | |
$ | 377,595,330 | | |
$ | (366,294,690 | ) | |
$ | 11,311,891 | |
Balance | |
| 250 | | |
$ | - | | |
| 11,250,813 | | |
$ | 11,251 | | |
$ | 377,595,330 | | |
$ | (366,294,690 | ) | |
$ | 11,311,891 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASHFLOWS
(Unaudited)
| |
2024 | | |
2023 | |
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (8,062,514 | ) | |
$ | (4,025,675 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization of intangible assets | |
| 1,638,815 | | |
| 1,268,853 | |
Amortization of right of use assets, net - related-party | |
| 24,980 | | |
| 602,404 | |
Amortization of right of use assets, net | |
| 48,935 | | |
| 43,226 | |
Interest and amortization of debt discount | |
| 2,194,229 | | |
| 1,861,971 | |
Gain on conversion of debt | |
| (24,198 | ) | |
| - | |
Gain (loss) on settlement of non-convertible notes payable and advances | |
| - | | |
| (75,005 | ) |
Stock based compensation for services | |
| 288,900 | | |
| - | |
Stock based compensation | |
| 20,833 | | |
| | |
Equity issued for warrant inducement | |
| 3,029,927 | | |
| - | |
Shares issued for Financing | |
| 52,183 | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Changes in due to related party | |
| (903,462 | ) | |
| 529,693 | |
Inventories | |
| (199,791 | ) | |
| (303,826 | ) |
Accounts receivable | |
| (296,832 | ) | |
| (144,269 | ) |
Prepaid expenses | |
| 113,261 | | |
| (42,262 | ) |
Security deposit | |
| - | | |
| (25,000 | ) |
Accounts payable and accrued expenses | |
| (1,649,694 | ) | |
| 812,188 | |
Accrued payroll and related expenses | |
| 328,781 | | |
| (36,649 | ) |
Principal payments made on operating lease liability - related-party | |
| (39,791 | ) | |
| (574,454 | ) |
Principal payments made on operating lease liability | |
| (25,385 | ) | |
| (95,160 | ) |
Net cash used in operating activities | |
| (3,460,823 | ) | |
| (203,965 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| - | | |
| (712,335 | ) |
Net cash used in investing activities | |
| - | | |
| (712,335 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from warrant exercises | |
| 2,574,679 | | |
| - | |
Repayment of convertible notes | |
| (1,497,083 | ) | |
| - | |
Proceeds from issuance of non-convertible notes payable | |
| - | | |
| 1,000,000 | |
Bank overdrafts | |
| 179,501 | | |
| - | |
Repayment of a non-convertible notes payable | |
| (456,776 | ) | |
| (519,543 | ) |
Proceeds from factoring | |
| 2,843,950 | | |
| 1,876,109 | |
Repayments of factoring | |
| (1,016,389 | ) | |
| (1,985,985 | ) |
Net cash provided by financing activities | |
| 2,627,882 | | |
| 370,581 | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (832,941 | ) | |
| (545,719 | ) |
| |
| | | |
| | |
Cash, beginning of year | |
| 1,546,159 | | |
| 821,804 | |
Cash, end of year | |
$ | 713,218 | | |
$ | 276,085 | |
| |
| | | |
| | |
Supplemental disclosures of cash flow information: | |
| | | |
| | |
Cash paid during period for interest | |
$ | 309,170 | | |
$ | 20,646 | |
Cash paid during period for taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Supplemental disclosure of non-cash investing and financing activities: | |
| | | |
| | |
Deemed dividend for conversion price reduction of note | |
$ | 23,953,940 | | |
$ | - | |
Factoring proceeds utilized for payoff of factoring liabilities | |
$ | - | | |
$ | 5,004,393 | |
Equipment purchased by issuance of non-convertible notes payable | |
$ | - | | |
$ | 2,840,958 | |
Deemed dividend for exercise price reduction of warrants | |
$ | 1,444,324 | | |
$ | - | |
Exchange of notes to Series D Preferred | |
$ | 10,000,000 | | |
$ | - | |
Increase in right of use assets and operating lease liabilities | |
$ | 1,070,298 | | |
$ | 199,466 | |
Common shares issued upon conversion of Series Z Preferred | |
$ | - | | |
$ | 289 | |
Common shares issued upon conversion of convertible notes and accrued interest | |
$ | 2,066,740 | | |
$ | - | |
Advance utilized for equipment purchases | |
$ | - | | |
$ | 1,193,380 | |
Legal fees paid out of warrant exercise | |
$ | 139,955 | | |
$ | - | |
Advance for asset | |
$ | - | | |
$ | 162,000 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
Notes
to Condensed Consolidated Financial Statements
March
31, 2024 (Unaudited)
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Overview
Greenwave
Technology Solutions, Inc. (“Greenwave”, the “Company”, “we”, “us” or “ours”) was incorporated in the State of Delaware on April
26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and
has discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”),
which operates 13 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the effectiveness
of the Certificate of Merger in Virginia.
In
December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a
fleet of approximately 50 trucks which we own, manage, and maintain.
The
accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission (the “SEC”). Our condensed consolidated financial statements include the accounts of Empire
Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc., our
wholly owned subsidiaries. All intercompany transactions were eliminated during consolidation.
Basis
of Presentation
The
interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant
to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring
adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations
for the three months ended March 31, 2024 and 2023, its cash flows for the three months ended March 31, 2024 and 2023, and its financial
position as of March 31, 2024 have been made. The results of operations for such interim periods are not necessarily indicative of the
operating results to be expected for the full year.
Certain
information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted
from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated
financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on April 16, 2024 (the “Annual Report”).
The December 31, 2023 balance sheet is derived from those statements.
NOTE
2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of March 31, 2024, the Company had cash of $713,218 and a working capital deficit (current liabilities in excess of current assets) of
$(20,489,101). The accumulated deficit as of March 31, 2024 was $(429,326,935). These conditions raise substantial doubt about the Company’s
ability to continue as a going concern for one year from the issuance of the consolidated financial statements.
If
the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing,
if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing
or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant
debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be
impacted by market conditions and the price of the Company’s common stock.
Accordingly,
the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated
financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial
statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements
do not include any adjustments that might result should the Company be unable to continue as a going concern.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles
of Consolidation
The
unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned
subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation
of stock-based compensation, payroll tax liabilities with interest and penalties, deemed
dividends, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments
of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible
assets, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Fair
Value of Financial Instruments
The
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial
Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair
value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis,
which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets,
financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial
statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit
risk.
The
Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
Cash
For
purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity
of three months or less to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had no cash equivalents. The
Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of
the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions.
As of March 31, 2024 and December 31, 2023, the uninsured balances amounted to $505,707 and $1,267,659, respectively.
Accounts
Receivable
Accounts
receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by
an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company delivers shipments of scrap
metal to customers and typically receives payment within 45 days of delivery.
The
Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable
balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses
this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected
credit losses. Accounts are written off when all efforts to collect have been exhausted. As of March 31, 2024 and December 31, 2023,
the accounts receivable balances amounted to $943,245 and $646,413, respectively.
Property
and Equipment, net
We
state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate
depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold
improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement
of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or
charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for
certain factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes.
Cost
of Revenue
The
Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling
costs to customers, and cost of other revenue, including sand.
Related
Party Transactions
Parties
are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members
of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if
one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See
Note 17 – Related Party Transactions.
Leases
The
Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified
as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease
liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s
incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset
is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset
result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.
In
calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded
short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent
expense on a straight-line basis over the lease term. See Note 12 – Leases.
Commitments
and Contingencies
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results. See Note 13 – Commitments and
Contingencies.
Revenue
Recognition
The
Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.
The
Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”)
and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales
prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s
contracts do not include multiple performance obligations or material variable consideration.
In
accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes
revenue in accordance with that core principle by applying the following:
(i) |
Identify
the contract(s) with a customer; |
(ii) |
Identify
the performance obligation in the contract; |
|
|
(iii) |
Determine
the transaction price; |
|
|
(iv) |
Allocate
the transaction price to the performance obligations in the contract; and |
|
|
(v) |
Recognize
revenue when (or as) the Company satisfies a performance obligation. |
The
Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous
and non-ferrous metals to clients.
The
Company realizes revenue upon the fulfillment of its performance obligations to customers.
Inventories
Although
we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate
the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged
vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of
the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable
value as their cost basis is not readily available. The value of our inventories was $400,219 and $ 200,428,
respectively, as of March 31, 2024 and December 31, 2023. See Note 5 – Inventories.
Advertising
The
Company charges the costs of advertising to expense as incurred. Advertising costs were $2,374 and $5,522 for the three months ended
March 31, 2024 and 2023, respectively.
Stock-Based
Compensation
Stock-based
compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based
awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes
option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including
estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value
of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application
of management’s judgment.
Income
Taxes
The
Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.
If
available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,
a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income
taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods.
Convertible
Instruments
U.S.
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial
instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of
the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,
(b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value
under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and
(c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception
to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing
Liabilities From Equity.”
Deemed
Dividend
The
Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of
the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares
for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred
shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount
on preferred stock resulting from recognition of a beneficial conversion feature.
Issuance
of Debt Instruments With Detachable Stock Purchase Warrants
Proceeds
from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based
on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion
of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to
the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative
to the debt instrument, which is amortized to interest expense using the effective interest rate method.
Environmental
Remediation Liability
The
operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws
and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the
Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon
the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable
environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.
The
Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals
as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are
issued. As of March 31, 2024 and December 31, 2023, the Company had accruals reported on the balance sheet as current liabilities of
$0 and $0, respectively, as the Company had paid all civil penalties and completed all remediation activities required under the Virginia
DEQ Consent Order dated June 30, 2021. See Note 13 —Commitments and Contingencies.
Actual
costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and
magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation
with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore
would not be included in our current liabilities.
Management
believes these contingent environmental-related liabilities have been resolved.
Long-Lived
Assets
The
Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management
at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated
at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five to ten years. When retired
or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference
less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer
List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization
of Intangible Assets.
Factoring
Agreements
We
have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions
are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and
fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these
factoring arrangements could have a material adverse effect on our financial condition. As of March 31, 2024 and December 31, 2023, the
Company owed $2,231,731 and $0, net debt discounts of $1,347,230 and $0, respectively for factoring advances. See Note 8 – Factoring
Advances and Non-Convertible Notes Payable.
Segment
Reporting
Operating
segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by
the Chief Financial Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company
currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.
Net
Earnings (Loss) Per Common Share
The
Company computes earnings (loss) per common share under ASC Subtopic 260-10, Earnings Per Share. Net loss per common share is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share,
if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into
common stock using the “treasury stock” and/or “if converted” methods, as applicable.
The
computation of basic and diluted income (loss) per share, for the three months ended March 31, 2023 and 2023 excludes potentially dilutive
securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the
common stock during the period.
Potentially
dilutive securities are as follows:
SCHEDULE
OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE
| |
March 31,
2024 | | |
March 31,
2023 | |
Common shares issuable upon conversion of convertible notes | |
| 92,067,453 | | |
| - | |
Options to purchase common shares | |
| 92,166 | | |
| 92,166 | |
Warrants to purchase common shares | |
| 32,723,490 | | |
| 9,756,876 | |
Common shares issuable upon conversion of preferred stock | |
| 49,019,608 | | |
| 1,013,500 | |
Total potentially dilutive shares | |
| 173,902,717 | | |
| 10,862,542 | |
Recent
Accounting Pronouncements
There
are various updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations
or cash flows.
NOTE
4 – CONCENTRATIONS OF RISK
Accounts
Receivable
The
Company has a concentration of credit risk with its accounts receivable balance. At March 31, 2024, seven certain large customers individually
accounted for $167,479, $139,090, $132,983, $109,774, $84,363, $69,186, $61,544, or 18%, 15%, 14%, 12%, 9%, 7%, and 7%, respectively.
At December 31, 2023, six certain large customers individually accounted for $154,090, $95,510, $95,219, $62,057, $59,932, and $54,007,
or 23.84%, 14.78%, 14.74%, 9.60%, 9.27%, and 8.35%, respectively.
Customer
Concentrations
The
Company has a concentration of customers. For the three months ended March 31, 2024, two customers individually accounted for $5,688,064
and $478,248, or approximately 67% and 6% of our revenues, respectively. For the three months ended March 31, 2023, two customers individually
accounted for $5,200,126 and $536,624, or
approximately
58% and 6% of our revenues, respectively.
The
Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.
NOTE
5 – INVENTORIES
Inventories
as of March 31, 2024 and December 31, 2023 consisted of the following:
SCHEDULE
OF INVENTORIES
| |
March 31,
2024 | | |
December 31, 2023 | |
Processed and unprocessed scrap metal | |
$ | 400,219 | | |
$ | 200,428 | |
Finished products | |
| - | | |
| - | |
Inventories | |
$ | 400,219 | | |
$ | 200,428 | |
NOTE
6 – PROPERTY AND EQUIPMENT
Property
and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows:
SCHEDULE
OF PROPERTY AND EQUIPMENT
| |
March 31,
2024 | | |
December 31,
2023 | |
Machinery and Equipment | |
$ | 18,028,893 | | |
$ | 18,028,893 | |
Furniture and Fixtures | |
| 6,128 | | |
| 6,128 | |
Land | |
| 980,129 | | |
| 980,129 | |
Buildings | |
| 724,170 | | |
| 724,170 | |
Vehicles | |
| 7,149,919 | | |
| 7,149,919 | |
Leaseholder Improvements | |
| 1,862,593 | | |
| 1,862,593 | |
Subtotal | |
| 28,751,832 | | |
| 28,751,832 | |
| |
| | | |
| | |
Less accumulated depreciation | |
| (6,155,581 | ) | |
| (5,256,392 | ) |
Property and equipment, net | |
$ | 22,596,251 | | |
$ | 23,495,440 | |
Depreciation
expense for the three months ended March 31, 2024 and 2023 was $899,190 and $529,228, respectively
NOTE
7 – AMORTIZATION OF INTANGIBLE ASSETS
All
of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021.
Identified intangible assets consisted of the following at the dates indicated below:
SCHEDULE
OF INTANGIBLE ASSETS
| |
March 31, 2024 | | |
|
| |
Gross carrying amount | | |
Accumulated amortization | | |
Carrying value | | |
Estimated remaining useful life |
Intellectual Property | |
$ | 3,036,000 | | |
$ | (1,518,000 | ) | |
$ | 1,518,000 | | |
2.75 years |
Customer List | |
| 2,239,000 | | |
| (559,750 | ) | |
| 1,679,250 | | |
7.75 years |
Licenses | |
| 21,274,000 | | |
| (5,318,500 | ) | |
| 15,955,500 | | |
7.75 years |
Total intangible assets, net | |
$ | 26,549,000 | | |
$ | (7,396,250 | ) | |
$ | 19,152,750 | | |
|
| |
December 31, 2023 | | |
Remaining |
| |
Gross carrying amount | | |
Accumulated amortization | | |
Carrying value | | |
estimated useful life |
Intellectual Property | |
$ | 3,036,000 | | |
$ | (1,366,200 | ) | |
$ | 1,669,800 | | |
3 years |
Customer List | |
| 2,239,000 | | |
| (503,775 | ) | |
| 1,735,225 | | |
8 years |
Licenses | |
| 21,274,000 | | |
| (4,786,650 | ) | |
| 16,487,350 | | |
8 years |
Total intangible assets, net | |
$ | 26,549,000 | | |
$ | (6,656,625 | ) | |
$ | 19,892,375 | | |
|
Amortization
expense for intangible assets was $739,625 and $739,625 for the three months ended March 31, 2024 and 2023, respectively.
Total
estimated amortization expense for our intangible assets for the years 2024 through 2028 is as follows:
SCHEDULE
OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 2,218,875 | |
2025 | |
| 2,958,500 | |
2026 | |
| 2,806,700 | |
2027 | |
| 2,351,300 | |
2028 | |
| 2,351,300 | |
Thereafter | |
| 6,466,075 | |
NOTE
8 – FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE
Factoring
Advances
On
February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,340,000 for a purchase price of
$970,000. There was an origination fee of $30,000. There were cash proceeds of $970,000 during the three months ended March 31, 2024.
The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly
payments in the amount $25,800 through January 2025. The advance matured on January 23, 2025. There was amortization of debt discount
of $60,656 during the three months ended March 31, 2024. The Company made cash repayments of $206,400 during the three months ended March
31, 2024. As of March 31, 2024, the revenue factoring advance had a balance of $824,256, net an unamortized debt discount of $309,344.
In April 2024, the Company settled the advance for $400,000. The advance is retired.
On
February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $822,000 for a purchase price of $572,950.
There was an origination fee of $27,050. There were cash proceeds of $572,950 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$30,444 through August 2024. The advance matured on August 31, 2024. There was amortization of debt discount of $64,075 during the three
months ended March 31, 2024. The Company made cash repayments of $243,556 during the three months ended March 31, 2024. As of March 31,
2024, the revenue factoring advance had a balance of $393,469, net an unamortized debt discount of $184,975. In May 2024, the Company
settled the advance for $400,000. The advance is retired.
On
February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $559,600 for a purchase price of $376,000.
There was an origination fee of $24,000. There were cash proceeds of $376,000 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$25,436 through July 2024. The advance matured on July 15, 2024. There was amortization of debt discount of $41,545 during the three
months ended March 31, 2024. The Company made cash repayments of $97,745 during the three months ended March 31, 2024. As of March 31,
2024, the revenue factoring advance had a balance of $319,800, net an unamortized debt discount of $142,055.
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,499,000 for a purchase price of $700,000.
There was an origination fee of $300,000. There were cash proceeds of $700,000 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$125,000 through June 2024. The advance matured on June 6, 2024. There was amortization of debt discount of $208,435 during the three
months ended March 31, 2024. The Company made cash repayments of $375,000 during the three months ended March 31, 2024. As of March 31,
2024, the revenue factoring advance had a balance of $533,435, net an unamortized debt discount of $590,565.
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $374,750 for a purchase price of $225,000.
There was an origination fee of $25,000. There were cash proceeds of $225,000 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$23,422 through July 2024. The advance matured on July 7, 2024. There was amortization of debt discount of $29,459 during the three months
ended March 31, 2024. The Company made cash repayments of $93,688 during the three months ended March 31, 2024. As of March 31, 2024,
the revenue factoring advance had a balance of $160,771, net an unamortized debt discount of $120,291.
The
remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation
D thereunder in 2018. As of March 31, 2024 and December 31, 2023, the Company owed $85,000 for Simple Agreements for Future Tokens.
Non-Convertible
Notes Payable
On
April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the
Company’s Chief Executive Officer in the principal amount of $74,186. GM Financial financed $65,000 of the purchase price of the
vehicle and the Company was required to make a $10,000 down payment. There was a $2,400 rebate applied to the purchase price. The Company
is required to make 60 monthly payments of $1,236. During the three months ended March 31, 2024 and 2023, the Company made $5,679 and
$3,267 in payments towards the financing agreement, respectively. There was amortization of debt discount of $447 and $442 during the
three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the financing agreement had a balance
of $29,280 and $34,312, net an unamortized debt discount of $5,651 and $6,298, respectively.
On
April 21, 2022, the Company entered into a secured promissory note in the principal amount of $964,470 for the financing and installation
of a piece of equipment in the amount $750,000. The Company is required to make monthly payments in the amount $6,665 through October
2022 and monthly payments of $19,260 until October 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the
Company, and matures on October 21, 2026. During the three months ended March 31, 2024 and 2023, the Company made $31,192 and $56,115
in payments towards the note, respectively. There was amortization of debt discount of $9,508 and $11,741 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $434,245 and $455,929 net
an unamortized debt discount of $97,589 and $107,097, respectively.
On
September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount
of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476
until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $4,564
and $4,214 during the three months ended March 31, 2024 and 2023, respectively. The Company made interest payments of $8,865 and $9,214
during the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a principal balance
of $574,663 and $579,227 and accrued interest of $3,070 and $2,991 respectively.
On
September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount
of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476
until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $4,564
and $4,214 during the three months ended March 31, 2024 and 2023, respectively. The Company made interest payments of $8,865 and $9,214
during the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a principal balance
of $574,663 and $579,227 and accrued interest of $2,904 and $2,991, respectively.
On
September 14, 2022, the Company entered into a secured promissory note in the principal amount of $2,980,692 for a purchase price of
$2,505,000. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount $82,797
through September 2025. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on September
14, 2025. There was amortization of debt discount of $25,048 and $39,509 during the three months ended March 31, 2024 and 2023, respectively.
There were payments of $135,197 and $248,391 towards the note during the three months ended March 31, 2024 and 2023, respectively. As
of March 31, 2024 and December 31, 2023, the note had a balance of $1,158,644 and $1,268,792 net an unamortized debt discount of $146,436
and $171,484, respectively.
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,539,630 for a purchase price of $1,078,502.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,410 through
March 2023 and then monthly payments in the amount of $20,950 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $16,939 and $18,048 during
the three months ended March 31, 2024 and 2023, respectively. There were payments of $33,978 and $19,515 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $780,388 and $797,427 net
an unamortized debt discount of $335,065 and $352,005, respectively.
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,560,090 for a purchase price of $1,092,910.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,630 through
March 2023 and then monthly payments in the amount of $21,225 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $17,187 and $18,285 during
the three months ended March 31, 2024 and 2023. respectively. There were payments of $34,424 and $21,260 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $788,712 and $805,949 net
an unamortized debt discount of $339,976 and $357,164, respectively.
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,597,860 for a purchase price of $1,119,334.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,860 through
March 2023 and then monthly payments in the amount of $21,740 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $17,520 and $18,729 during
the three months ended March 31, 2024 and 2023, respectively. There were payments of $35,460 and $21,270 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 202, the note had a balance of $810,554 and $827,495 net
an unamortized debt discount of $346,549 and $364,069 , respectively.
On
December 15, 2022, the Company entered into a secured promissory note in the principal amount of $1,557,435 for a purchase price of $1,093,380.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,585 through
March 2023 and then monthly payments in the amount of $21,190 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 15, 2029. There was amortization of debt discount of $16,916 and $18,302 during
the three months ended March 31, 2024 and 2023, respectively. There were payments of $34,341 and $21,170 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $790,475 and $807,900, net
an unamortized debt discount of $336,452 and $353,367, respectively.
On
January 10, 2023, the Company entered into a secured promissory note in the principal amount of $1,245,018 for a purchase price of $1,021,500.
The note is secured by certain assets of the Company. There were cash proceeds of $1,000,000. The Company is required to make monthly
payments in the amount of $10,365 through March 2023 and then monthly payments in the amount of $34,008 through March 2026. The note
bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of
$16,261 and $15,288 during the three months ended March 31, 2024 and 2023, respectively. There were payments of $55,146 and $10,365 during
the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $609,359
and $648,244, net an unamortized debt discount of $126,693 and $142,954, respectively.
On
January 12, 2023, the Company entered into a secured promissory note in the principal amount of $1,185,810 for a purchase price of $832,605.
The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment. The Company
is required to make monthly payments in the amount of $8,030 through April 2023 and then monthly payments in the amount of $16,135 through
April 2028. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on April 12, 2028. There
was amortization of debt discount of $16,172 and $14,187 during three months ended March 31, 2024 and 2023, respectively. There were
payments of $13,078 and $8,030 during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December
31, 2023, the note had a balance of $623,970 and $620,876, net an unamortized debt discount of $261,779 and $277,951, respectively.
On
February 23, 2023, the Company entered into a secured promissory note in the principal amount of $822,040 for a purchase price of $628,353.
The note is secured by certain assets of the Company. There were non-cash proceeds of $628,253 used to purchase equipment. The Company
is required to make monthly payments in the amount of $6,370 through June 2023 and then monthly payments in the amount of $16,595 through
June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 23, 2027. There
was amortization of debt discount of $772 and $4,043 during three months ended March 31, 2024 and 2023, respectively. There were payments
of $38,804 and $16,595 during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023,
the note had a balance of $476,209 and $514,241, net an unamortized debt discount of $10,007 and $10,779, respectively.
On
February 24, 2023, the Company entered into a secured promissory note in the principal amount of $1,186,580 for a purchase price of $832,605.
The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment. The Company
is required to make monthly payments in the amount of $9,185 through June 2023 and then monthly payments in the amount of $23,955 through
June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 24, 2027. There
was amortization of debt discount of $21,548 and $6,189 during the three months ended March 31, 2024 and 2023, respectively. There were
payments of $26,884 and $0 during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31,
2023, the note had a balance of $655,425 and $660,761, net an unamortized debt discount of $279,412 and $300,960, respectively.
On
April 12, 2023, the Company entered into a secured promissory note in the principal amount of $317,415 for a purchase price of $219,676.
The note is secured by certain assets of the Company. There were non-cash proceeds of $219,676 used to purchase equipment. The Company
is required to make monthly payments in the amount of $2,245 through August 2023 and then monthly payments in the amount of $4,315 through
July 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on July 12, 2029. There
were payments of $3,466 during the three months ended March 31, 2024. There was amortization of debt discount of $3,137 during the three
months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, the note had a balance of $183,334 and $183,663, net an unamortized
debt discount of $66,501 and $69,638, respectively.
On
July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer
in the principal amount of $17,218,350. The note was for the purchase of certain equipment from an entity controlled by the Company’s
Chief Executive Officer and is secured by such equipment. There were non-cash proceeds of $17,218,350 used to purchase equipment. The
note is junior to the senior secured debt entered into by the Company on the same date. The note matures on July 31, 2043 and accrues
interest at 7% per annum. The note requires interest-only payments until the senior secured debt is fully satisfied. The Company made
payments of $0 and $291,440 towards the principal and interest, respectively, during the three months ended March 31, 2024. On March
29, 2024, the holder of the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 –
Stockholders’ Equity). As of March 31, 2024 and December 31, 2023, the note had a balance of $7,218,350 and $17,218,350, respectively.
The
following table details the current and long-term principal due under non-convertible notes as of March 31, 2024.
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE
| |
Principal (Current) | | |
Principal (Long Term) | |
GM Financial (Issued April 11, 2022) | |
$ | 18,546 | | |
$ | 16,385 | |
Non-Convertible Note (Issued March 8, 2019) | |
| - | | |
| 5,000 | |
Deed of Trust Note (Issued September 1, 2022) | |
| 53,712 | | |
| 520,951 | |
Deed of Trust Note (Issued September 1, 2022) | |
| 53,712 | | |
| 520,951 | |
Equipment Finance Note (Issued April 21, 2022) | |
| 231,120 | | |
| 300,714 | |
Equipment Finance Note (Issued September 14, 2022) | |
| 993,564 | | |
| 311,516 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 251,400 | | |
| 864,054 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 254,700 | | |
| 873,989 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 260,880 | | |
| 896,224 | |
Equipment Finance Note (Issued December 15, 2022) | |
| 254,280 | | |
| 872,646 | |
Equipment Finance Note (Issued January 10, 2023) | |
| 408,096 | | |
| 327,956 | |
Equipment Finance Note (Issued January 12, 2023) | |
| 193,620 | | |
| 692,129 | |
Equipment Finance Note (Issued February 24, 2023) | |
| 287,460 | | |
| 647,377 | |
Equipment Finance Note (Issued February 23, 2023) | |
| 193,620 | | |
| 292,595 | |
Equipment Finance Note (Issued April 12, 2023) | |
| 51,780 | | |
| 198,055 | |
Related-party Equipment Note (Issued July 31, 2023) | |
| - | | |
| 7,218,350 | |
SAFTs | |
| - | | |
| 85,000 | |
Debt Discount | |
| (754,863 | ) | |
| (1,597,247 | ) |
Total Principal of Non-Convertible Notes | |
$ | 2,751,627 | | |
$ | 13,046,645 | |
Total
principal payments due on non-convertible notes for 2024 through 2028 and thereafter is as follows:
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 2,629,867 | |
2025 | |
| 3,528,100 | |
2026 | |
| 1,530,119 | |
2027 | |
| 809,342 | |
2028 | |
| 785,128 | |
Thereafter | |
| 8,867,826 | |
NOTE
9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As
of March 31, 2024 and December 31, 2023, the Company owed accounts payable and accrued expenses of $5,122,300 and $6,100,449, respectively.
These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| |
March 31,
2024 | | |
December 31,
2023 | |
Accounts Payable | |
$ | 1,908,575 | | |
$ | 1,884,973 | |
Credit Cards | |
| 26,639 | | |
| 1,756 | |
Accrued Interest | |
| 2,165,705 | | |
| 2,074,016 | |
Accrued Expenses | |
| 1,021,381 | | |
| 2,139,704 | |
Total Accounts Payable and Accrued Expenses | |
$ | 5,122,300 | | |
$ | 6,100,449 | |
NOTE
10 – ACCRUED PAYROLL AND RELATED EXPENSES
The
Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including
payroll for 2018, 2019, 2020, and 2021. As of March 31, 2024 and December 31, 2023, the Company owed payroll tax liabilities, including
penalties, of $4,009,213 and $4,089,836 , respectively, to federal and state taxing authorities. The actual liability may be higher or
lower due to interest or penalties assessed by federal and state taxing authorities.
NOTE
11 – CONVERTIBLE NOTES PAYABLE
On
July 3, 2023, the Company closed a bridge financing in the principal amount of $1,031,250 for a purchase price of $825,000 with certain
accredited investors. The bridge notes matured on July 31, 2023 and were personally guaranteed by the Company’s Chief Executive
Officer. The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired.
On
July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company
sold, and the investors purchased, approximately $15,000,000,
which consisted of approximately $13,188,750
in cash and $1,031,250
of existing debt of
the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible
notes and warrants and $500,000
in notes issued as commission.
The transaction closed on August 1, 2023. The Senior Notes were issued with an original issue discount of 16.67%,
do not bear interest, unless in the event of an event of default, in which case the notes bear interest at the rate of 18%
per annum until such default has been cured, and mature after 24 months, on July
31, 2025. The aggregate
principal amount of the notes is $18,000,000.
The Company will pay to the Investors an aggregate of $1,000,000
per month beginning
on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible into
shares of the Company’s common stock, par value $0.001
per share (“Common
Stock”), at a conversion price per share of $1.50,
subject to adjustment under certain circumstances described in the Senior Notes. There is a 125%
conversion premium for any principal converted to shares of common stock. In
occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert
all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption
Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading
Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the
VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days
with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day
immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor
price of $0.196. To secure
its obligations thereunder and under the Purchase Agreement, the Company has granted a security interest over substantially all of its
assets to the collateral agent for the benefit of the Investors, pursuant to a security agreement and a related trademark security agreement.
The Company has the option to redeem the Senior Notes at a 10%
redemption premium. There is a 125%
change in control redemption premium. The maturity date of the Senior Notes also may be extended by the holders under circumstances specified
therein. The Company estimated the fair value of the
warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%,
(2) expected volatility of 93%,
(3) risk-free interest rate of 5.06% and (4) expected life of 5.01
years.
During
the three months ended March 31, 2024, there was amortization of debt discount of $1,225,307.
During the three months ended March 31, 2024, the Company made cash payments of $1,497,083
on the principal of the convertible notes. During the three months ended March 31, 2024, holders converted $2,066,740
of principal into 10,864,690
shares of common stock with a fair value of $2,031,677 (see Note 14 – Stockholder’s Equity). The Company
realized a $24,198
gain on conversion of notes during the three months ended March 31, 2024.
On
March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the
Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next
four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts
now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including
the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common
Stock on the three (3) most recent Trading Days is less than $0.25, the Holder cannot convert the Note into Common Stock and (B) if the
average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $0.25 or greater, there
shall be no limitations as to the amount of the Note that may be converted into Common Stock.
On
March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $1.02
to $0.196 per share. During the three months ended March 31, 2024, the Company credited additional paid in capital $23,953,940 for a
deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair
value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2)
expected volatility of 93%, (3) risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.
As
of March 31, 2024 and December 31, 2023, the carrying value of the convertible notes was $9,759,725 and $12,098,241, net of unamortized
debt discount of $4,676,452 and $5,901,759, respectively.
As
of March 31, 2024, the current and non-current portions of the note are $6,756,732 and $3,002,992, net unamortized debt discounts of
$3,237,544 and $1,438,908, respectively.
As
of December 31, 2023, the current and non-current portions of the note are $8,065,494 and $4,032,747 net unamortized debt discounts
of $3,394,506 and $1,967,253, respectively.
The
maturity date of the convertible notes outstanding at March 31, 2024 is:
SCHEDULE
OF MATURITY DATES OF CONVERTIBLE NOTES
Maturity Date | |
Principal
Balance Due | |
2024 | |
$ | 5,000,000 | |
2025 | |
$ | 9,436,177 | |
Total Principal Outstanding | |
$ | 14,436,177 | |
NOTE
12 – LEASES
Property
Leases (Operating Leases)
The
Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. The Company
determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”)
assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation
to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease
based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining
the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments
and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term
is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying
asset, together with any options to extend that the Company is reasonably certain to exercise.
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $30,699 in ROU assets and $31,061 in lease liabilities
for an office lease. Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every
year beginning on April 1, 2022. The lease had an expiration date of March 31, 2024 and Empire was required to make a security deposit
of $1,150. The Company does not have an option to extend the lease. The Company cannot sublease the office under the lease agreements.
The Company did not renew the lease.
On
October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing
of the Company’s Virginia Beach metal recycling location. Under the terms of the leases, Empire is required to pay $9,677 for the
prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of every
year thereafter. The lease had an expiration date of January 1, 2024 and the Company has two options to extend the leases by 5 years
per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot
sublease any of the properties under the lease agreements. The Company terminated the lease on August 1, 2023.
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 which was expected to be on April 1, 2022 but shall be no later than 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.
Effective
February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of
Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340. Under the
terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3%
on January 1, 2023. The lease had an expiration of January 1, 2024 and the Company has two options to extend the lease by 5 years per
option. The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms
and conditions. In the event the Company does not exercise the options, the lease will continue on a month-to-month basis. The Company
cannot sublease the property under the lease agreement. The Company terminated the lease on August 1, 2023.
Effective
October 13, 2022, the Company entered into an office space/land lease agreement for the leasing of 900 Broad Street, Suite C, Portsmouth,
VA 23707. Under the terms of the lease, the Company is required to pay $4,300 per month for the facility beginning November 1, 2022 and
increasing by 3% on January 1, 2023. The lease expires on December 31, 2027 and the Company has two options to extend the lease by 5
years per option. The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the
same terms and conditions. In the event the Company does not exercise the options, the lease will continue a month-to-month basis. The
Company cannot sublease the property under the lease agreement.
Effective
January 1, 2023, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of
Greenwave for the leasing of the Company’s Chesapeake facility located at 101 Freeman Ave, Chesapeake, VA 23324. Under the terms
of the lease, the Company is required to pay $9,000 per month for the facility beginning January 1, 2023 and increasing by 3% on January
1, 2024. The lease expires on January 1, 2025 and the Company has two options to extend the lease by 5 years per option. The Company
also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions. In
the event the Company does not exercise the options, the lease will continue on a month-to-month basis. The Company cannot sublease the
property under the lease agreement.
On
July 31, 2023, the Company terminated the leases for 12 scrap yards. There was a gain on termination of lease of $108,863 during the
year ended December 31, 2023. Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards from an entity controlled
by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent
of $54,970 per month.
On
March 15, 2024, the
Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. 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; $24,000 from March 1, 2026 to February 28, 2027; $25,000 from March 1, 2027 to
February 28, 2028; $25,750 from March 1, 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, include two options to extend for five
years each, and the Company was required to make a security deposit of $17,000.
The Company has the option to purchase the property for $3,277,000
until February 28, 2024.
Automobile
Leases (Operating Leases)
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $26,804 in ROU assets and $18,661 in lease liabilities
for an automobile lease. Under the terms of the lease, Empire is required to pay $750 per month until the lease expires on February 18,
2025 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the
terms of the lease.
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $34,261 in ROU assets and $27,757 in lease liabilities
for an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until the lease expires on February 15,
2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the
terms of the lease.
On
April 1, 2021, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire is required
to pay $2,700 per month thereafter for a period of 24 months. The lease expired on March 31, 2023 and the Company does not have an option
to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease.
On
December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required
to pay $18,000 for the first month and $1,000 per month thereafter for 60 months. The lease expires on December 23, 2025 and the Company
does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.
On
July 1, 2022, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire was required
to pay $2,930 per month thereafter for a period of 24 months. The lease expires on July 31, 2024 and the Company does not have an option
to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease.
ROU
assets and liabilities consist of the following:
SCHEDULE
OF ASSETS AND LIABILITIES
| |
March 31,
2024 | | |
December 31,
2023 | |
ROU assets – related party | |
$ | 78,842 | | |
$ | 103,822 | |
ROU assets | |
| 1,219,921 | | |
| 198,558 | |
Total ROU assets | |
| 1,298,763 | | |
| 302,380 | |
| |
| | | |
| | |
Current portion of lease liabilities – related party | |
$ | 83,430 | | |
$ | 111,240 | |
Current portion of lease liabilities | |
| 288,212 | | |
| 89,731 | |
Long term lease liabilities, net of current portion | |
| 929,394 | | |
| 94,943 | |
Total lease liabilities | |
$ | 1,301,036 | | |
$ | 295,914 | |
Aggregate
minimum future commitments under non-cancellable operating leases and other obligations at March 31, 2024 were as follows:
SCHEDULE
OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 298,019 | |
2025 | |
| 331,545 | |
2026 | |
| 336,476 | |
2027 | |
| 312,448 | |
2028 | |
| 307,500 | |
2029 | |
| 77,250 | |
Total Minimum Lease Payments | |
$ | 1,663,238 | |
Less: Imputed Interest | |
$ | (362,202 | ) |
Present Value of Lease Payments | |
$ | 1,301,036 | |
Less: Current Portion | |
$ | (371,642 | ) |
Long Term Portion | |
$ | 929,394 | |
The
Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense
related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended March
31, 2024 and 2023 was $279,419 and $747,778, respectively. At March 31, 2024, the leases had a weighted average remaining lease term
of 4years and a weighted average discount rate of 10%.
NOTE
13 – COMMITMENTS AND CONTINGENCES
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results.
NOTE
14 – STOCKHOLDERS’ EQUITY
Preferred
Stock
The
Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.
Series
D
On
March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $0.001 per share (the “Series
D”). The Series D has a $10,000 stated value per share. The Series D is
convertible into the Company’s common stock at $0.204 per share, subject to adjustment as set forth therein, except the Preferred
Stock is not convertible until such time as the currently outstanding senior secured indebtedness of the Company has been satisfied in
full. In addition, the Company has the right to redeem the Series D in cash or shares of
its Common Stock.
On
March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM
agreed to exchange $10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the DWM for
shares of the Company’s newly created Series D.
As
of March 31, 2024, there were 1,000 shares of Series D to be issued.
Common
Stock
The
Company is authorized to issue 1,200,000,000 shares of common stock, par value $0.001 per share.
During
the three months ended March 31, 2024, the Company issued 16,035,834
shares of common stock and had 241,373
shares to be issued for the exercise of warrants
for cash proceeds of $2,574,679,
payment of legal fees $139,955,
along with subscription receivable of $67,923.
The Company issued extra shares with a value of $.
The Company contributed $2,818,464
to additional paid in capital for these exercises.
During
the three months ended March 31, 2024, the Company issued 10,864,690
shares of common stock for the conversion of
debt in the principal amount of $2,066,740
with a fair value of $2,031,677. The Company realized a $24,198 gain on conversion. The Company contributed $2,031,677 to additional
paid in capital for these conversions.
As
of March 31, 2024 and December 31, 2023, there were 43,864,860 and 16,964,336, respectively, shares of common stock issued and outstanding.
As of March 31, 2024 and December 31, 2023, there were 241,373 and 0, respectively, shares of common stock to be issued.
Additional
Paid in Capital
During
the three months ended March 31, 2024, the Company credited additional paid in capital $288,900 for the fair value of warrants issued
as commission for its warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model
based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 122.93%, (3) risk-free interest rate of 4.21%,
and (4) expected life of 5 years.
During
the three months ended March 31, 2024, the Company credited additional paid in capital $3,029,927 for the fair value of warrants issued
for its warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following
assumptions: (1) dividend yield of 0%, (2) expected volatility of 123.05%, (3) risk-free interest rate of 4.22%, and (4) expected life
of 5 years.
During
the three months ended March 31, 2024, the Company credited additional paid in capital $23,943,940 for a deemed dividend for the triggering
of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using
the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 93%, (3)
risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.
During
the three months ended March 31, 2024, the Company credited additional paid in capital $1,444,324 for a deemed dividend for the reduction
in the exercise price of certain warrants. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing
Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 108.49%, (3) risk-free interest rate of
4.36%, and (4) expected life of 5 years.
NOTE
15 – WARRANTS
On
March 18, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing warrants,
pursuant to which it issued 16,035,834
shares of common stock and recorded an additional 241,373 shares to be issued for cash proceeds of $2,574,679,
payment of legal fees $139,955,
along with subscription receivable of $67,923, and
were issued new warrants to purchase 27,544,788 shares
of common stock at an exercise price of $0.204
per share. On March 18, 2024, the Company realized a deemed dividend of $1,444,324
for a deemed dividend for the reduction in the exercise price. On March 18, 2024, the Company realized an expense for the issuance
of new warrants for the inducement of $3,029,927.
On
March 29, 2024, the Company issued 2,700,000 warrants to purchase common stock to its financial advisor, for which it realized an expense
of $288,900 for the fair value of the warrants.
A
summary of the warrant activity for the three months ended March 31, 2024 is as follows:
SCHEDULE
OF WARRANT ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2023 | |
| 18,649,802 | | |
$ | 0.89 | | |
| 3.99 | | |
$ | 1,388,582 | |
Granted | |
| 30,350,895 | | |
$ | 0.204 | | |
| | | |
| | |
Exercised | |
| (16,277,207 | ) | |
$ | 0.204 | | |
| | | |
| | |
Cancelled/Exchanged | |
| - | | |
| - | | |
| | | |
| | |
Outstanding at March 31, 2024 | |
| 32,723,490 | | |
$ | 0.204 | | |
| 4.83 | | |
$ | 11,449 | |
Exercisable at March 31, 2024 | |
| 32,723,490 | | |
$ | 0.204 | | |
| 4.83 | | |
$ | 11,449 | |
SCHEDULE
OF WARRANT EXERCISABLE
Exercise Price | | |
Warrants Outstanding | | |
Weighted Avg. Remaining Life | | |
Warrants Exercisable | |
$ | 0.01 | | |
| 103,144 | | |
| 4.34 | | |
| 103,44 | |
| 0.204 | | |
| 32,620,346 | | |
| 4.83 | | |
| 32,620,346 | |
| | | |
| 32,723,490 | | |
| 4.83 | | |
| 32,723,490 | |
The
aggregate intrinsic value of outstanding stock warrants was $11,449 based on warrants with an exercise price less than the Company’s
stock price of $0.121 as of March 31, 2024 which would have been received by the warrant holders had those holders exercised the warrants
as of that date.
NOTE
16 – STOCK OPTIONS
Our
stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December
2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive
Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021
Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, and our 2023 Equity
Incentive Plan in October 2023 (“2023 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan,
2021 Plan, and 2022 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under
each. As of March 31, 2024, the Company had granted an aggregate of 490,296 securities under the Plans since inception, with 891,371
shares available for future issuances.
The
Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock
options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,
including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out
in cash as determined by the committee administering the Prior Plans.
Option
valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using
the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life
of options based on the contractual life of the options.
There
were no options issued during the three months ended March 31, 2024.
A
summary of the stock option activity for the three months ended March 31, 2024 as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2023 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.49 | | |
$ | - | |
Granted | |
| - | | |
| | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
Forfeiture/Cancelled | |
| - | | |
| | | |
| | | |
| | |
Outstanding at March 31, 2024 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.24 | | |
$ | - | |
Exercisable at March 31, 2024 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.24 | | |
$ | - | |
SCHEDULE
OF STOCK OUTSTANDING AND EXERCISABLE
Exercise Price | | |
Number of Options | | |
Remaining Life In Years | | |
Number of Options Exercisable | |
$ | 23.00-75.00 | | |
| 44,368 | | |
| 4.01 | | |
| 44,368 | |
| 75.01-150.00 | | |
| 6,476 | | |
| 3.01 | | |
| 6,476 | |
| 150.01-225.00 | | |
| 6,079 | | |
| 2.37 | | |
| 6,079 | |
| 225.01-300.00 | | |
| 33,133 | | |
| 2.45 | | |
| 33,133 | |
| 300.01-321.00 | | |
| 2,110 | | |
| 2.35 | | |
| 2,110 | |
| | | |
| 92,166 | | |
| | | |
| 92,166 | |
The
aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s
stock price of $0.121 as of March 31, 2024, which would have been received by the option holders had those option holders exercised their
options as of that date.
The
fair value of all options that vested during the three months ended March 31, 2024 and 2023 was $0 and $0, respectively. Unrecognized
compensation expense of $0 as of March 31, 2024 will be expensed in future periods.
NOTE
17 – RELATED PARTY TRANSACTIONS
Agreements
with Danny Meeks and Affiliates of Danny Meeks
On
January 1, 2023, the Company
entered into a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive
Officer. Under the terms of the lease agreement, the Company pays $9,000 per month in rent, increasing 3% on January 1st of
each year. The lease expires on January 1, 2025 and the Company has two options to extend the lease by a term of five years per option.
Since August 1, 2023, the Company has been renting
the land underlying 13 scrap yards from an entity controlled by the Company’s Chief Executive Officer, including the lease for
the Chesapeake location described above, for an aggregate rent of $54,970 per month.
From
January 1 to March 31, 2024, the Company paid rent of $192,720 to an entity controlled by the Company’s Chief Executive Officer,
including the lease for the Chesapeake location and 13 scrap yards described above. As of March 31, 2024 and December 31, 2023, the Company
owed $1,166,940 and $2,070,402, respectively, in accrued rent and reimbursements to an entity controlled by the Company’s Chief
Executive Officer.
On
July 31, 2023, the Company entered into a Bill of Sale (the “Bill of Sale”) with DWM Properties LLC (“DWM”),
an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase
certain assets held by DWM in exchange for the issuance of a secured promissory note to DWM (the “DWM Note”) in an aggregate
principal amount equal to $17,218,350. The assets included two automotive shredders and a downstream processing system with a cost basis
of $7,367,500 and a fair value of $17,218,350. The Company has recorded the equipment on its financial statements at its cost basis and
recognized a $9,850,850 loss on asset during the year ended December 31, 2023. The equipment was purchased in 2022. The transaction was
negotiated at arms-length. The DWM Note bears interest at a rate of 7% per annum and matures on the twentieth (20th) anniversary
of the issuance thereof. Interest on the DWM Note is payable on the first business day of each calendar month, provided that commencing
on the first business day of the calendar month following the date on which no Senior Notes remain outstanding, the Company shall pay
to DWM equal payments of interest and principal until the DWM Note is repaid in its entirety. The Company made payments of $0 and $291,440
towards the principal and interest, respectively, during the three months ended March 31, 2024. On March 29, 2024, the holder of the
note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 – Stockholders’ Equity).
As of March 31, 2024 and December 31, 2023, the note had a balance of $7,218,350 and $17,218,350, respectively.
During
the three months ended March 31, 2024, the Company provided $64,082 in hauling services to an entity controlled by the Company’s
Chief Executive Officer.
During
the three months ended March 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $342,319
for hauling services rendered to the Company.
During
the three months ended March 31, 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $106,621
for scrap metal provided to the Company.
NOTE
18 – SUBSEQUENT EVENTS
The
Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements
are issued.
From
April 1 to May 17, 2024, the Company issued 227,787 shares recorded as to be issued on March 31, 2024.
On
April 22, 2024, the Company entered into an exchange agreement with DWM Properties LLC, whereby the Company and Holder agreed to exchange
the remaining $7,218,350 of that certain Secured Promissory Note, dated July 31, 2023, issued by the Company to the Holder for 61,853,899
shares of the Company’s common stock.
On
April 22, 2024, the Company entered into a securities purchase agreement pursuant to which it issued an aggregate of 45,058,612 shares
of common stock and accompanying warrants to purchase up to 45,058,612 shares of Common Stock for gross proceeds of $5,258,340, before
deducting the financial advisor’s fees and other estimated offering expenses.
On May 3, 2024, the Company entered into an amendment
to its senior secured convertible promissory note originally signed July 31, 2023. The amendment, among other things, changed the conversion
price of the senior notes to $0.05, subject to certain circumstances described in the Senior Notes along with certain conversion price
adjustment mechanism.
On March 20, 2024, the Company and the Investors entered
into a Consent and Waiver (the “March Consent and Waiver”), pursuant to which the Investors agreed, among other things, not
to convert the Senior Notes until May 20, 2024 if the average closing price of the Company’s common stock on the Nasdaq Capital
Market on the three (3) most recent trading days was less than $0.25 (the “Conversion Prohibition”). On May 9, 2024, the Company
and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors
decided to waive the Conversion Prohibition in the March Consent and Waiver.
On May 7, 2024, the Company received notice from the
Listing Qualifications Department indicating that the bid price for the Company’s common stock had closed below $.10 per share for
the 10-consecutive trading day period ended May 6, 2024 and, accordingly, the Company is subject to the previous contemplated under Nasdaq
Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stock Rule”) and subject to delisting from Nasdaq unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company requested a hearing before the Panel, which
stayed any further action by Nasdaq at least until the hearing is held and the expiration of any extension period that may be granted
by the Panel. The Company’s common stock will continue to trade on Nasdaq under the symbol “GWAV” pending completion
of the hearing process. There can be no assurance that the Panel will grant the Company’s request for continued listing or that
the Company will be able meet the continued listing requirements during any compliance period that may be granted by the Panel.
On
May 10, 2024, the Company entered into an exchange agreement with DWM Properties LLC, whereby the Company and Holder agreed to exchange
1,000 shares of the Company’s Series D Preferred Stock held by the Holder for 200,000,000 shares of the Company’s common
stock.
From
May 9 to May 16, 2024, the Company issued 288,658,249 shares, and recorded an additional 16,666,667 shares to be issued, for the conversion
of convertible debt in the principal amount of $12,212,997.
On
May 16, 2024, the Company entered into a securities purchase agreement pursuant to which it will issue 420,596,154 shares of common stock
and accompanying warrants to purchase up to 420,596,154 shares of Common Stock for gross proceeds of $21,871,000, before deducting the
financial advisor’s fees and other estimated offering expenses.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes
contained in Part I, Item 1 of this Quarterly Report. Please also refer to the note about forward-looking information for information
on such statements contained in this Quarterly Report immediately preceding Part I, Item 1.
Overview
We
were formed in April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate
name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets
on October 28, 2021 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
is expected to come online in the second quarter of 2024. Our shredders are designed to produce a denser product and, in concert with
advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing to produce
recycled steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces of shredded
recycled metal.
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 131 people as of May 13, 2024.
Products
and Services
Our
main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy
melting steel, plate and structural, and shredded scrap, with various grades of each of those categorizations based on the content, size
and consistency of the metal. All of these attributes affect the metal’s value.
We
also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products.
Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious
metals such as platinum, palladium and rhodium.
We
provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers,
and government organizations.
Pricing
and Customers
Prices
for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand,
government regulations and policy, and supply of products that can be processed into recycled steel. Our main buyers adjust the prices
they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are usually paid for the scrap metal
we deliver to customers within 14 days of delivery.
Based
on any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order
to manage the impact on our operating income and cash flows.
The
spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including
transportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which
allow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the
impact to our operating income.
Sources
of Unprocessed Metal
Our
main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap
metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large
corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we
pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton
Roads and northeastern North Carolina markets. In the second quarter of 2023, we are expanding 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.
For
the Three Months Ended March 31, 2024 and 2023
| |
For the three months ended March 31, | |
| |
2024 | | |
2023 | | |
$ Change | | |
% Change | |
Revenue | |
$ | 8,504,777 | | |
$ | 9,043,422 | | |
$ | (538,645 | ) | |
| (5.96 | )% |
| |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| 3,264,261 | | |
| 4,726,611 | | |
| (1,462,350 | ) | |
| (30.94 | )% |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| 6,075,985 | | |
| 6,661,787 | | |
| (585,802 | ) | |
| (8.79 | )% |
| |
| | | |
| | | |
| | | |
| | |
Loss from Operations | |
| (2,811,724 | ) | |
| (1,935,176 | ) | |
| (876,548 | ) | |
| 45.30 | % |
| |
| | | |
| | | |
| | | |
| | |
Other Expense | |
| (5,250,790 | ) | |
| (2,090,499 | ) | |
| (3,160,291 | ) | |
| 151.17 | % |
| |
| | | |
| | | |
| | | |
| | |
Net Loss Available to Common Stockholders | |
$ | (33,460,778 | ) | |
$ | (4,025,675 | ) | |
$ | (29,435,103 | ) | |
| 731.38 | % |
Revenues
For
the three months ended March 31, 2024, we generated $8,504,777 in revenues, as compared to $9,043,422 during the same period in 2023,
a decrease of $538,645. This decrease was primarily due a decline in metal revenue.
Rental
incomes decreased $12,290 from $42,790
to $30,500, metal revenues fell $890,641 from $7,111,026 to $6,220,385, hauling revenues
grew $380,913 from $1,872,979 to $2,253,892, and miscellaneous revenue fell $16,627 from $16,627
to $0, during the three months ended March 31, 2024 as compared to the same period in 2023.
Our
cost of revenues increased to $5,240,516 for the three months ended March 31, 2024 from $4,316,811 during the same period in 2023,
an increase of $923,705, primarily due to an increase in hauling costs.
Our
gross profit was $3,264,261 during the three months ended March 31, 2024, a decrease of $1,462,350 from $4,726,611 during the same
period in 2023 primarily due to a decline in margins on the Company’s hauling and metal revenue.
Operating
Expenses
For
the three months ended March 31, 2024 and 2023, our operating expenses were $6,075,985 and $6,661,787 respectively, a decline of
$585,802. There was a decline in payroll and related expenses of $213,231 as payroll and related expenses were $1,738,028 for the
three months ended March 31, 2024 as compared to $1,951,259 for the same period in 2023 which was the result of a reducing in
overtime. Advertising expense decreased by $3,148 to $2,374 for the three months ended March 31, 2024 as compared to $5,522 for the
same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible
assets, increased by $369,962 to $1,638,815 for the three months ended March 31, 2024 from $1,268,853 in 2023 as a result of the
Company acquiring more fixed assets during fiscal year 2023. There were hauling and equipment maintenance costs of $601,562 during
the three months ended March 31, 2024, as compared to $1,250,717 in 2023, a decrease of $649,155, due to the Company bringing its
hauling in-house. Consulting, accounting, and legal expenses increased to $612,271 during the three months ended March 31, 2024 from
$273,073 during the same period in 2023, an increase of $339,198 as a result of the Company having significant corporate activity in
2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing
$579,837 from $1,023,709 during the three months ended March 31, 2023 to $443,872 during the same period in 2024. There was an
equity issued for services expense of $288,900 during the three months ended March 31, 2024, as compared to $0 during the same
period in 2023, an increase of $309,733 primarily related to the Company’s warrant exchange.
Our
other general and administrative expenses decreased to $729,330 for the three months ended March 31, 2024 from $888,654 for the same
period in 2023, a decrease of $159,324, as a result of the Company better managing its overhead.
The
change in these expenditures resulted in our total operating expenses decreasing to $6,075,985 during the three months ended March 31,
2024 compared to $6,661,787 during the three months ended March 31, 2023, a decrease of $585,802.
Loss
from Operations
Our
loss from operations increased by $876,548 to $2,811,724 during the three months ended March 31, 2023, from $1,935,176 during the three
months ended March 31, 2023 for the reasons discussed above.
Other
Expense
During
the three months ended March 31, 2024, we incurred other expenses of $(5,250,790), as compared to $(2,090,499) for the same period in
2023, a decrease of $3,160,291. There was a gain on settlement of non-convertible notes and advances of $0 and $75,005 for the three
months ended March 31, 2024 and 2023, respectively. Interest expenses and amortization of debt discount decreased to $(2,194,229) during
the three months ended March 31, 2024 from $(2,165,504) during the three months ended March 31, 2023. Expense for warrants issued for
financing increased to $(3,082,110) during the three months ended March 31, 2024 from $0 during the three months ended March 31, 2023.
Gain on conversion of convertible notes increased to $24,198 during the three months ended March 31, 2024 from $0 during the three months
ended March 31, 2023. Other income increased to $1,351 during the three months ended March 31, 2024 from $0 during the three months ended
March 31, 2023.
Deemed Dividend
During the three months ended March 31, 2024, there
was a deemed dividend of $1,444,324 for the reduction of exercise price of warrants, as compared to $0 during the same period in 2023,
a change of $1,444,324.
During the three months ended March 31, 2024, there
was a deemed dividend of $23,953,940 for the reduction of the conversion price of a debt note, as compared to $0 during the same period
in 2023, a change of $23,953,940.
Net
Loss Available to Common Stockholders
Our
net loss was $33,460,778 during the three months ended March 31, 2024 as compared to $4,025,675 during the same period in 2023, a
change of $29,435,103, for the reasons discussed above.
Liquidity
and Capital Resources
Net
cash used in operating activities for the three months ended March 31, 2024 was $3,460,823 as compared to $203,965 for the three
months ended March 31, 2023. For the three months ended March 31, 2024, the cash flows used in operating activities were driven by a
net loss of $8,062,514, amortization of right of use assets (related-party) of $24,980, amortization of right of use assets of
$48,935, depreciation and amortization of $1,638,815, decrease of due to related parties of $903,462, decrease of prepaid expenses
of $113,261, a decrease of accounts payable and accrued expenses of $1,649,694, a decrease in operating lease liabilities of
$25,385, a decrease in operating lease liabilities (related-party) of $39,791, stock based compensation of $309,773, equity issued for warrant inducement of $3,029,927, interest and amortization of debt discount of $2,194,229, gain on the conversion of notes of $24,198,
an increase in accounts receivable of $296,832, shares issued for financing of $52,183, and increases in inventories of $199,791.
For the three months ended March 31, 2023, the cash flows used in operating activities were driven by a net loss of $4,025,675,
amortization of right of use assets (related-party) of $602,404, amortization of right of use assets of $43,226, depreciation and
amortization of $1,268,853, accrual of due to related parties of $529,693 increase of prepaid expenses of $42,262, an increase of
accounts payable and accrued expenses of $812,188, a decrease in operating lease liabilities of $95,160, a decrease in operating
lease liabilities (related-party) of $574,454, a gain on the settlement of non-convertible notes and accrued interest of $75,005
interest and amortization of debt discount of $1,861,971, an increase in accounts receivable of $144,269, increases in inventories
of $303,826, increase in security deposit of $25,000, and a decrease in accrued payroll of $36,649.
Net
cash used in investing activities was $0 and $712,335 for the three months ended March 31, 2024 and 2023, respectively. For the three
months ended March 31, 2023, there was cash used in the purchase of equipment of $712,335.
Net
cash provided by financing activities was $2,627,882 during the three months ended March 31, 2024, as compared to $370,581 during the
three months ended March 31, 2023. During the three months ended March 31, 2024, there were proceeds from warrant exercises, bank overdrafts,
factoring advances of $2,574,679, $179,501 and $2,843,950, respectively, while there were repayments of factoring advances, convertible
notes, and non-convertible notes of $1,016,389, $1,497,083, and $456,776, respectively. During the three months ended March 31, 2023,
the Company received $1,876,109 from the issuance of factoring advances and $1,000,000 from the issuance of non-convertible notes, while
utilizing $519,543 in the repayment of non-convertible notes and utilizing $1,985,985 for the repayment of factoring advances.
Capital
Resources
As
of March 31, 2024, we had cash on hand of $713,218. We currently have no external sources of liquidity such as arrangements with credit
institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access
to capital.
Required
Capital over the Next Fiscal Year
As
of March 31, 2024, the Company had cash of $713,218 and a working capital deficit (current liabilities in excess of current assets)
of $(20,489,101). The accumulated deficit as of March 31, 2024 was $(429,326,935). These conditions raise substantial doubt about
the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated
financial statements.
If
the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing,
if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing
or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant
debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be
impacted by market conditions and the price of the Company’s common stock. The accompanying unaudited condensed consolidated financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Contractual
Obligations
Our
contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this
Quarterly Report on Form 10-Q. To the extent that funds generated from our operations, together with our existing capital resources,
are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance
can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.
Recent
Developments
The
Company has entered into several material agreements during the most recent fiscal quarter. References in this section to any of our
contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full
text of such contract or other document filed as an exhibit to the relevant Current Report on Form 8-K.
Registered
Direct Offering and Concurrent Private Placement
On
April 22, 2024, the Company and certain institutional and accredited investors entered into a securities purchase agreement (the “April
Securities Purchase Agreement”) to which the Company agreed to sell to such purchasers an aggregate of 45,058,612 shares of Common
Stock, in a registered direct offering, and accompanying warrants to purchase up to 45,058,612 shares of common stock in a concurrent
private placement, for gross proceeds of $5,258,340, before deducting the financial advisor’s fees and other estimated offering
expenses. The purchase price for each share and the accompanying warrant to purchase one share of Common Stock is $0.1167.
The sale and offering of the Shares pursuant to the April Securities Purchase Agreement was effected as a takedown off the Company’s
shelf registration statement on Form S-3 which became effective April 28, 2023. A brief description of the terms and use of proceeds
along with the full text of the April Securities Purchase Agreement filed as Exhibit 10.1 can be found in the Company’s Current
Report on Form 8-K filed with the SEC on April 22, 2024.
Note
Exchange
On
April 22, 2024, the Company entered into an exchange agreement with DWM Properties LLC, whereby the Company and DWM Properties LLC agreed
to exchange the remaining $7,218,350 of that certain secured promissory note, dated July 31, 2023, issued by the Company to DWM Properties
LLC for 61,853,899 shares of the Company’s common stock. In connection with the exchange agreement, DWM Properties LLC and the
Company entered into a voting agreement stating that DWM Properties LLC will vote in favor of the approval for the issuance of the warrants
and the warrant shares issuable upon exercise of the warrants. The full text of the exchange agreement and voting agreement filed as
Exhibit 10.2 and Exhibit 10.3 respectively can be found in the Company’s Current Report on Form 8-K filed with the SEC on April
22, 2024.
Amendment
to Senior Secured Convertible Promissory Note
As
disclosed in the Company’s Current Report on Form 8-K filed on August 3, 2023, on July 31, 2023, Company entered into a Purchase
Agreement (the “July Purchase Agreement”) with certain institutional investors as purchasers (the “Investors”).
Pursuant to the July Purchase Agreement, the Company sold, and the Investors purchased, approximately $15,000,000, which consisted of
approximately $13,968,750 in cash and $1,031,250 of existing debt of the Company which was exchanged for the notes and warrants issued
in this offering in principal amount of senior secured convertible notes (the “Senior Notes”) and warrants. The transaction
closed on August 1, 2023.
On
May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023.
The amendment, among other things, changed the conversion price of the senior notes to $0.05, subject to certain circumstances described
in the Senior Notes along with certain conversion price adjustment mechanism. The full text of the amendment filed as Exhibit 4.1 can
be found on the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2024.
Waiver
Agreement
On
March 20, 2024, the Company and the Investors entered into a Consent and Waiver (the “March Consent and Waiver”), pursuant
to which the Investors agreed, among other things, not to convert the Senior Notes until May 20, 2024 if the average closing price of
the Company’s common stock on the Nasdaq Capital Market on the three (3) most recent trading days was less than $0.25 (the “Conversion
Prohibition”). On May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”),
pursuant to which the Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver. The full
text of the Waiver Agreement filed as Exhibit 4.1 can be found on the Company’s Current Report on Form 8-K filed with the SEC on
May 9, 2024.
Preferred Share Exchange
On May 10, 2024, the Company entered into an exchange agreement with DWM
Properties LLC, whereby the Company and DWM Properties LLC agreed to exchange agreed 1,000 shares
of the Company’s Series D Preferred Stock, par value $0.001 per share, issued by the Company to DWM Properties LLC for 200,000,000
shares of the Company’s common stock. The full text of the exchange agreement filed as Exhibit 10.1 can be found in the Company’s
Current Report on Form 8-K filed with the SEC on May 16, 2024.
Notice
of Delisting
On
May 7, 2024, the Company received notice from the Listing Qualifications Department indicating that the bid price for the Company’s
common stock had closed below $.10 per share for the 10-consecutive trading day period ended May 6, 2024 and, accordingly, the Company
is subject to the previous contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stock Rule”) and subject
to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The
Company plans to timely request a hearing before the Panel, which request will stay any further action by Nasdaq at least until the hearing
is held and the expiration of any extension period that may be granted by the Panel. The Company’s common stock will continue to
trade on Nasdaq under the symbol “GWAV” pending completion of the hearing process. There can be no assurance that the Panel
will grant the Company’s request for continued listing or that the Company will be able meet the continued listing requirements
during any compliance period that may be granted by the Panel.
Critical
Accounting Policies and Estimates
For
a discussion of our accounting policies and related items, please see the notes to the condensed consolidated financial statements, included
in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
As
a “smaller reporting company” we are not required to provide the information required by this Item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rules 13a-15(b) and 15-d-15(b) under the Exchange Act, we carried out an evaluation, with the participation of our management, including
our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”) of the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this Quarterly Report. The term “disclosure controls and procedures,”
as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed
to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including
its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based
upon such evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of March 31, 2024 were not effective (at
a reasonable assurance level) due to identified control deficiencies regarding the lack of segregation of duties and the need for a stronger
internal control environment.
To
address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial
statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles
in the U.S. Accordingly, management believes that the financial statements included in this Quarterly Report fairly present in all material
respects our financial condition, results of operations and cash flows for the periods presented.
Our
principal executive officer and principal financial officer do not expect that our disclosure controls and procedures or our internal
controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
have been detected.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. Our management, including our principal executive officer and principal financial officer, assessed the effectiveness
of our internal control over financial reporting as of March 31, 2024. In making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework
(issued in 2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis.
Based
upon the assessments, management has concluded that as of March 31, 2024, there was a material weakness in our internal control over
financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting
and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a
timely fashion.
We
plan to take steps to enhance and improve the design of our internal control over financial reporting. To remediate our material weaknesses,
we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial
reporting matters; however, such remediation efforts are largely dependent upon our securing additional financing or generating significant
revenue to cover the costs of implementing the changes required.
Until
we remediate our material weakness in internal control over financial reporting such weaknesses could result in material misstatements
in our financial statements not being prevented or detected.
Inherent
Limitations on Effectiveness of Controls and Procedures
The
Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over
financial reporting will prevent or detect all errors and all fraud. Any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
The
Company’s CEO and CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger
internal control environment. The small size of the Company’s accounting staff may prevent adequate controls in the future, such
as segregation of duties, due to the cost/benefit of such remediation.
Because
of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting
as of March 31, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.
This
Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this
Quarterly Report.
Changes
in Internal Control over Financial Reporting
During
the most recent fiscal quarter, the Company began hiring additional accounting personnel to enhance its segregation of duties and establishment
of procedures in an effort to ensure appropriate levels of review of accounting and financial reporting matters.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
As
disclosed in Note 13 – Commitments and Contingencies to the Company’s Condensed Consolidated Financial Statements,
the Company is engaged in certain legal matters and there have been no material developments since March 31, 2023 with respect to our
legal proceedings, except as described in Note 13 – Commitments and Contingencies. The disclosures set forth in Note
13 – Commitments and Contingencies relating to certain legal matters are incorporated herein by reference.
ITEM
1A. RISK FACTORS
As
a “smaller reporting company,” we are not required to provide the information required by this Item 1A. Please see the Risk
Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 16, 2024.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
(a)
Disclosure in lieu of reporting on a Current Report on Form 8-K.
Item
1.01 | Entry
into a Material Definitive Agreement. |
Registered
Direct Offering and Concurrent Private Placement
On
May 16, 2024, we and certain institutional and accredited investors (the “Purchasers”) entered into a securities purchase
agreement (the “Purchase Agreement”), pursuant to which we agreed to sell to such Purchasers an aggregate of 420,596,154
shares (the “Shares”) of our common stock (the “Common Stock”), in a registered direct offering (the “Registered
Direct Offering”), and accompanying warrants to purchase up to 420,596,154 shares of Common Stock (the “Warrants”)
in a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offering”),
for gross proceeds of $21,871,000.06, before deducting the financial advisor’s fees and other estimated offering expenses. The
purchase price for each Share and the accompanying Warrant to purchase one share of Common Stock is $0.052.
The
sale and offering of the Shares pursuant to the Purchase Agreement was effected as a takedown off our shelf registration statement on
Form S-3 (File No. 333-271324), which became effective on April 28, 2023 (the “Registration Statement”), pursuant to a prospectus
supplement and accompanying prospectus to be filed with the Securities and Exchange Commission (the “SEC”). The Warrants
and the shares of Common Stock underlying the Warrants (“Warrant Shares”) were not offered pursuant to the Registration Statement
and were offered pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the
“Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
The
Warrants will be exercisable on or after the date of stockholder approval and have an exercise price of $0.10 per share. The Warrants
will expire five years from the date we obtains stockholder approval for the issuance of the Warrants and the Warrants Shares issuable
upon exercise of the Warrants. Each Warrant is subject to anti-dilution provisions to reflect stock dividends and splits or other similar
transactions, and following the approval of the Company’s stockholders, (i) exercise price provisions triggered by any intervening
reverse stock splits and (ii) anti-dilution provisions relating to future issuances or deemed issuances of our Common Stock at a price
per share below the then-current exercise price of the Warrants. The Warrants can be exercised on a cashless basis if there is no effective
registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. We have agreed to file
a registration statement under the Act with the SEC, covering the resale of the Warrant Shares within 10 calendar days following the
date of the Purchase Agreement and to use commercially reasonable efforts to cause the registration statement to be declared effective
by the SEC within 120 days following the Closing of the Offering.
We
currently intend to use the net proceeds from the Offering to expand our metal recycling operations, bring our copper extraction system
online, to pay off of our non-convertible promissory notes and for general corporate purposes. The Offering is expected to close on or
about May 20, 2024.
Dawson
James Securities, Inc. (the “Financial Advisor”), is acting as the financial advisor for the Offering. We agreed to pay the
Financial Advisor a cash fee equal to $777,777.77, and to reimburse the Financial Advisor for certain expenses, including legal fees
and expenses of $50,000 in the aggregate. In addition, we agreed to issue to the Financial Advisor or its designees warrants (the “Financial
Advisor Warrants”) to purchase up to 7,777,777 shares of Common Stock (the “Financial Advisor Warrant Shares”). The
Financial Advisor Warrants have generally the same terms and conditions as the Warrants issued to the Purchasers, except that the Financial
Advisor Warrants will have a term of five years from the commencement of sales and an exercise price equal to $0.125 per share.
A
copy of the form of the Purchase Agreement, the form of the Warrant and the form of the Financial Advisor Warrant are attached hereto
as Exhibits 10.1, 4.1, and 4.2, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the form
of the Purchase Agreement, the form of the Warrant and the form of the Financial Advisor Warrant are subject to, and qualified in their
entirety by, such documents. The legal opinion of Pryor Cashman LLP relating to the legality of the issuance and sale of the Shares in
the Registered Direct Offering is attached as Exhibit 5.1 to this Quarterly Report on Form 10-Q.
Item
3.02 | Unregistered
Sales of Equity Securities |
The
information contained above in Item 1.01 related to the Private Placement, the issuance of the Warrants, the Financial Advisor Warrants
and the issuance of the Warrant Shares and the Financial Advisor Warrant Shares is hereby incorporated by reference into this Item 3.02.
Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
May 20, 2024, we held our 2024 annual meeting of stockholders (the “Annual Meeting”), and a quorum for the transaction of
business was present in person or represented by proxy. As of August 17, 2023, the record date for the Annual Meeting, 38,516,861 shares
of our Common Stock were issued and outstanding. The holders of Common Stock voted on the following proposals, which are described in
more detail in our definitive proxy statement filed with the SEC on April 11, 2024. The voting results reported below are final.
Proposal
1
The
individuals listed below were elected to serve as our directors at the Annual Meeting until the next annual meeting of the stockholders
or until their successors are duly elected and qualified.
| |
For | |
Against | |
Abstained | |
Broker Non-Votes |
Danny Meeks | |
16,751,813 | |
- | |
2,248,461 | |
4,949,015 |
Henry Sicignano III | |
16,881,817 | |
- | |
2,118,457 | |
4,949,015 |
Cheryl Lanthorn | |
16,931,814 | |
- | |
2,068,460 | |
4,949,015 |
John Wood | |
16,929,023 | |
- | |
2,071,251 | |
4,949,015 |
Jason Adelman | |
17,016,437 | |
- | |
1,983,837 | |
4,949,015 |
Proposal
2
Proposal
2 was to approve our 2024 Equity Incentive Plan and the reservation of up to 3,000,000 shares of Common Stock for issuance thereunder.
This proposal was approved.
For | |
Against | |
Abstained | |
Broker Non-Votes |
14,506,199 | |
3,639,317 | |
854,758 | |
4,949,015 |
Proposal
3
Proposal
3 was to ratify the appointment of RBSM LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2024. This proposal was approved.
For | |
Against | |
Abstained | |
Broker Non-Votes |
20,962,998 | |
2,050,753 | |
935,538 | |
- |
Proposal
4
Proposal
4 was to hold an advisory vote on executive compensation. This proposal was approved.
For | |
Against | |
Abstained | |
Broker Non-Votes |
14,455,076 | |
3,728,868 | |
816,330 | |
4,949,015 |
Proposal
5
Proposal
5 was to approve the grant of discretionary authority to our Board of Directors to amend the Certificate of Incorporation to effect one
or more consolidations of the issued and outstanding shares of Common Stock, 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. This proposal was approved.
For | |
Against | |
Abstained | |
Broker Non-Votes |
16,278,782 | |
2,060,805 | |
830,009 | |
4,779,693 |
Proposal
6
Proposal
6 was to approve the issuance of up to an aggregate of 34,995,704 shares of our Common Stock issuable upon the exercise of warrants to
purchase our Common Stock in accordance with Listing Rule 5635(d). This proposal was approved.
For | |
Against | |
Abstained | |
Broker Non-Votes |
14,319,010 | |
3,645,329 | |
1,035,935 | |
4,949,015 |
Proposal
7
Proposal
7 was to approve the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional
proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals. This proposal was approved.
For | |
Against | |
Abstained | |
Broker Non-Votes |
14,760,923 | |
3,369,091 | |
1,039,582 | |
4,779,693 |
ITEM
6. EXHIBITS
(b)
Exhibit Index
* |
Filed
or furnished herewith. |
|
|
+ |
Attachments
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials
supplementally upon request by the U.S. Securities and Exchange Commission. |
|
|
** |
Agreement
with management or compensatory plan or arrangement |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
GREENWAVE
TECHNOLOGY SOLUTIONS, INC. |
|
|
|
Date:
May 20, 2024 |
By:
|
/s/
Danny Meeks |
|
|
Danny
Meeks, Chief Executive Officer
(Principal
Executive Officer) |
|
|
|
Date:
May 20, 2024 |
By: |
/s/
Isaac Dietrich |
|
|
Isaac
Dietrich, Chief Financial Officer
(Principal
Financial and Accounting Officer) |
Exhibit
4.1
NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON
STOCK PURCHASE WARRANT
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
Warrant
Shares: ______ |
Issue
Date: May 16, 2024 |
THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _____ or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date of the Stockholder Approval (the “Initial Exercise Date”) and on or prior
to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but
not thereafter, to subscribe for from Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”),
up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the “Securities Purchase Agreement”), dated as of May 16, 2024, among the Company and the holders
signatory thereto.
Section
2. Exercise.
a)
Exercise of Warrant. Subject to the provisions of Section 2(e) hereof, exercise of the subscription rights represented by this
Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination
Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the
form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the Common Stock specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified
in the applicable Notice of Exercise. No ink original Notice of Exercise shall be required. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed for all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the
Company for cancellation as soon as reasonably practicable after the date on which the final Notice of Exercise is delivered to the Company.
Partial exercises of this Warrant resulting in subscriptions for a portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant Shares issuable hereunder in an amount equal to the applicable number
of Warrant Shares subscribed for. The Holder and the Company shall maintain records showing the number of Warrant Shares subscribed for
and the date of such subscriptions. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of
receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the subscription for a portion of the Warrant Shares hereunder, the number of Warrant Shares available for
subscription hereunder at any given time may be less than the amount stated on the face hereof.
b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.10, subject to adjustment hereunder
(the “Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof, there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in
whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common
Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a
Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading
hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if
the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a)
hereof after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading
Market, but traded on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for
the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
Notwithstanding
anything to the contrary herein, the Holder may also effect an “alternative cashless exercise” on or after the Initial Exercise
Date. In such event, the aggregate number of Warrant Shares issuable in such alternative cashless exercise pursuant to any given Notice
of Exercise electing to effect an alternative cashless exercise shall equal the product of (x) the aggregate number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a
cash exercise rather than a cashless exercise and (y) 0.75.
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares subscribed for hereunder to be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with DTC through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by
the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise
Price (other than in the instance of a cashless exercise) is received by the Company one (1) Trading Day prior to such second Trading
Day after the delivery of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company
and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise,
provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company
one (1) Trading Day prior to such second Trading Day after the delivery of the Notice of Exercise (such date, the “Warrant Share
Delivery Date”). For the purposes of Regulation SHO under the Exchange Act, upon delivery of the Notice of Exercise, the Holder
shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price
(other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver
or cause the delivery to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per
Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date
until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant
in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Stock as in effect on the date of delivery of the Notice of Exercise.
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to subscribe for the unsubscribed for Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than as a result of failure of the
Holder to timely deliver the aggregate Exercise Price, unless the Warrant is validly exercised by means of a cashless exercise), and
if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of this Warrant to subscribe for shares of Common Stock with an aggregate exercise price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to subscribe for upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round down to the next whole share.
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto; and (ii) the
Company shall use its best efforts to pay, or procure payment of issue or stamp taxes levied in connection with the issuance of the Warrant
or Warrant Shares to the Holder (“Relevant Taxes”). The Holder agrees to cooperate with the Company and provide all
necessary information and documentation to the Company in a timely manner (and in any event within 10 Business Days of request) to enable
the Company to procure payment of any Relevant Taxes and facilitate the making of any necessary filings in respect of Relevant Taxes
required to be made within applicable time limits. The Company shall not be liable for any Relevant Taxes or any penalty, fine, surcharge,
interest, charge, cost or other similar imposition arising in respect of Relevant Taxes to the extent that such amount arises or is increased
as a result of any failure by a Holder to timely provide the Company with any information or documentation requested pursuant to this
Section 2(d)(vi). The Company shall pay all Transfer Agent fees required for processing of any Notice of Exercise and all fees to DTC
(or another established clearing corporation performing similar functions) required for electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination, and a submission of a Notice of Exercise shall be deemed
a representation and warranty by the Holder of the foregoing determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall
within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99% / 9.99%]
(or, upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may, upon notice to
the Company, increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to
apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section
3. Certain Adjustments.
a)
Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise
makes a distribution or distributions on its Common Stock or any other equity or equity equivalent securities payable in Common Stock
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse share split)
outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any
share capital of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
Adjustment Upon Issuance of Shares of Common Stock. If, at any time following the Stockholder Approval Date and while this Warrant
is outstanding (such period, the “Adjustment Period”), the Company issues, sells, enters into an agreement to sell,
or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of
or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3(b),
is deemed to have issued or sold, any shares of Common Stock or Common Stock Equivalents (excluding any Exempt Issuance) for a consideration
per share less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale
(such lower price, the “Base Share Price,” and such Exercise Price then in effect is referred to as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier,
the announcement) of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Base Share
Price, provided that, the Exercise Price will not be less than $0.02 (subject to adjustment for reverse and forward stock splits, recapitalizations
and similar transactions following the Issuance Date). If a Dilutive Issuance occurs prior to the Stockholder Approval Date, the Exercise
Price then in effect on the Stockholder Approval Date shall be immediately reduced upon receipt of Stockholder Approval in accordance
with this Section 3(b), as if such Dilutive Issuance had occurred following receipt of Stockholder Approval. If the Company enters into
a Variable Rate Transaction (as defined below), the Company shall be deemed to have issued shares of Common Stock or shares of Common
Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted
or exercised. “Adjustment Right” means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock
(other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received
by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash
adjustment or other similar rights). “Variable Rate Transaction” means a transaction in which the Company (i) issues
or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional
shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies
with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity
securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the shares of Common Stock or (ii) enters into, or effects a transaction under, any agreement,
including, but not limited to, an equity line of credit, but excluding an “at-the-market offering”, whereby the Company may
issue securities at a future determined price. For all purposes of the foregoing, the following shall be applicable:
(i)
Issuance of Options. If the Company in any manner grants, issues or sells any Options (or enters into any agreement to grant,
issue or sell) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such
Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes
of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise
of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option,
upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option
or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock
is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof
minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale
of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise
of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price
shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options
or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities.
(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell)
any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common
Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time
of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes
of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the
lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance
or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange
of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible
Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder
of such Convertible Security (or any other Person) upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable)
of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder
of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be
made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or
otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any
Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated
below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
(iii)
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than
proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise
Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such
time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or
increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section
3(b)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that
was outstanding as of the Issuance Date) are increased or decreased in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall
be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made
if such adjustment would result in an increase of the Exercise Price then in effect.
(iv)
Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection
with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”
and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate
consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price
of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of
Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Sections 3(b)(i) or 3(b)(ii)
above and (z) the lowest VWAP of the Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment
Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public
announcement is released prior to the opening of the principal Trading Market of the Common Stock on a Trading Day, such Trading Day
shall be the first Trading Day in such five Trading Day period and if this Warrant is exercised, on any given Exercise Date during any
such Adjustment Period, solely with respect to such portion of this Warrant converted on such applicable Exercise Date, such applicable
Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Exercise Date). If any shares
of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock,
Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by
the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in
which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such
security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible
Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any
consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties
are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),
the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation
Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall
be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.
c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, share or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (except to the extent an adjustment
was already made pursuant to Section 3(a)) (a “Distribution”), at any time after the issuance of this Warrant, then,
in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated
therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that
the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares
of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the
benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of
its Subsidiaries, taken as a whole), directly or indirectly effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, except to the extent subject to an
adjustment pursuant to Section 3(a), (b), (c), or (d), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
shares of Common Stock or 50% or more of the voting power of the Common Stock of the Company, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or
more of the voting power of the Common Stock of the Company (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such
exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this
Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If holders of shares of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as
to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at
the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction
(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder
by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of
this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental
Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall
only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion),
at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common
Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any
combination thereof, or whether the holders of shares of Common Stock are given the choice to receive from among alternative forms of
consideration in connection with the Fundamental Transaction; provided, further, that if holders of shares of Common Stock
of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of shares of Common Stock will
be deemed to have received shares of common stock of the Successor Entity (which Entity may be the Company following such Fundamental
Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the
Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on
Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of
the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater
of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered
in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public
announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if
earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal
to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date
and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or
such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation
of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant
and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and
substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding amount of
share capital of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and
with an exercise price which applies the exercise price hereunder to such share capital (but taking into account the relative value of
the shares of Common Stock pursuant to such Fundamental Transaction and the value of such share capital, such amount of share capital
and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from
and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,
jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right
and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company
prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity
or Successor Entities, jointly and severally, had been named as the Company herein.
f)
Share Combination Event Adjustment. In addition to the adjustments set forth in this Section 3, if at any time on or after the
Stockholder Approval Date and while this Warrant is outstanding there occurs any share split, reverse share split, share dividend, share
combination recapitalization or other similar transaction involving the shares of Common Stock (each, a “Share Combination Event”,
and such date thereof, the “Share Combination Event Date”) and the lowest VWAP during the period commencing five (5)
consecutive Trading Days immediately preceding and through the five (5) consecutive Trading Days immediately following the Share Combination
Event Date (the “Event Market Price”) (provided if the Share Combination Event is effective after close of Trading
on the primary Trading Market, then commencing on the next Trading Day which period shall be the “Share Combination Adjustment
Period”) is less than the Exercise Price then in effect (after giving effect to the adjustment in clause 3(a) above), then
at the close of trading on the primary Trading Market on the last day of the Share Combination Adjustment Period, the Exercise Price
then in effect on such fifth (5th) Trading Day shall be reduced (but in no event increased) to the Event Market Price and
the number of Warrant Shares issuable upon exercise of this Warrant hereunder (such resulting number, the “Share Combination
Issuable Shares”) shall be increased such that the Aggregate Exercise Price payable hereunder, after taking into account the
decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price on the Issuance Date for the Warrant Shares then outstanding;
provided, that if the Holder exercises this Warrant, in whole or in part, during the Share Combination Adjustment Period, the Event Market
Price, solely with respect to the portion of this Warrant so exercised, shall be the lowest VWAP during the Share Combination Adjustment
Period prior to such exercise. If a Share Combination Event occurs prior to the Stockholder Approval Date, this Warrant shall be immediately
adjusted in accordance with this Section 3(f) upon receipt of Stockholder Approval, as if such Share Combinate Event had occurred following
receipt of Stockholder Approval.
g)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
h)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, except for any recurring cash dividend (B) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (and its Subsidiaries,
taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be
delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a)
Transferability. Subject to compliance with any applicable securities laws and the provisions of Section 4.1 of the Securities
Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the subscription for Warrant Shares without
having a new Warrant issued.
b)
New Warrants. If this Warrant is not held in global form through DTC, this Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations
in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to
any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall be dated the Issuance Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act or under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner of sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Securities Purchase Agreement.
e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.
Section
5. Miscellaneous.
a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of an affidavit of loss
reasonably satisfactory to the Company evidencing the loss, theft, destruction or mutilation of this Warrant or any share certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and
upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or
share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares. The Company covenants that, following the occurrence of a Capital Event and thereafter during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any subscription rights under this Warrant. The Company further covenants that its
issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant
Shares upon the exercise of the subscription rights under this Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may
be issued upon the exercise of the subscription rights represented by this Warrant will, upon exercise of the subscription rights represented
by this Warrant and payment of the Exercise Price for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to
by the holders of a majority of the then outstanding Warrants (based on the number of Warrant Shares underlying such Warrants), the Company
shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any
Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such
action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations
under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant
is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto,
as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the Securities Purchase Agreement.
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Securities Purchase Agreement.
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any shares of Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC. |
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By: |
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Name: |
Danny
Meeks |
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Title: |
Chief
Executive Officer |
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NOTICE
OF EXERCISE
TO: |
GREENWAVE
TECHNOLOGY SOLUTIONS, INC. |
(1)
The undersigned hereby elects to subscribe for ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
required if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.
(2)
Payment shall take the form of (check applicable box):
☐ in
lawful money of the United States; or
☐ if
permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares issuable pursuant to the cashless exercise
procedure set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
The
Warrant Shares shall be delivered to the following DWAC Account Number:
DTC
number: |
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Account
name: |
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Account
number: |
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[SIGNATURE
OF HOLDER]
Name
of Investing Entity: |
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Signature
of Authorized Signatory of Investing Entity: |
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Name
of Authorized Signatory: |
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Title
of Authorized Signatory: |
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Date: |
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EXHIBIT
A
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
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(Please
Print) |
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Address: |
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(Please
Print) |
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Phone
Number: |
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Email
Address: |
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Dated:
_______________ __, ______ |
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Holder’s
Signature: _______________ |
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Holder’s
Address: _______________ |
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Exhibit
4.2
NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
FINANCIAL
ADVISORY COMMON STOCK PURCHASE WARRANT
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
Warrant
Shares: ______ |
Issue
Date: May 20, 2024 |
THIS
FINANCIAL ADVISORY COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the
Company, _____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after the date of the Stockholder Approval (the
“Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the
Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for from Greenwave Technology
Solutions, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to
adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Financial
Advisory Agreement, dated as of May 16, 2024, by and between the Company and Dawson
James Securities, Inc.
Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the “Securities Purchase Agreement”), dated as of May 16, 2024, among the Company and the holders
signatory thereto.
Section
2. Exercise.
a)
Exercise of Warrant. Subject to the provisions of Section 2(e) hereof, exercise of the subscription rights represented by this
Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination
Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the
form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the Common Stock specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified
in the applicable Notice of Exercise. No ink original Notice of Exercise shall be required. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed for all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the
Company for cancellation as soon as reasonably practicable after the date on which the final Notice of Exercise is delivered to the Company.
Partial exercises of this Warrant resulting in subscriptions for a portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant Shares issuable hereunder in an amount equal to the applicable number
of Warrant Shares subscribed for. The Holder and the Company shall maintain records showing the number of Warrant Shares subscribed for
and the date of such subscriptions. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of
receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the subscription for a portion of the Warrant Shares hereunder, the number of Warrant Shares available for
subscription hereunder at any given time may be less than the amount stated on the face hereof.
b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.125, subject to adjustment hereunder
(the “Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof, there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in
whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common
Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a
Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading
hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if
the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a)
hereof after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading
Market, but traded on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for
the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
Notwithstanding
anything to the contrary herein, the Holder may also effect an “alternative cashless exercise” on or after the Initial Exercise
Date. In such event, the aggregate number of Warrant Shares issuable in such alternative cashless exercise pursuant to any given Notice
of Exercise electing to effect an alternative cashless exercise shall equal the product of (x) the aggregate number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a
cash exercise rather than a cashless exercise and (y) 0.75.
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares subscribed for hereunder to be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with DTC through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by
the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise
Price (other than in the instance of a cashless exercise) is received by the Company one (1) Trading Day prior to such second Trading
Day after the delivery of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company
and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise,
provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company
one (1) Trading Day prior to such second Trading Day after the delivery of the Notice of Exercise (such date, the “Warrant Share
Delivery Date”). For the purposes of Regulation SHO under the Exchange Act, upon delivery of the Notice of Exercise, the Holder
shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price
(other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver
or cause the delivery to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per
Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date
until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant
in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Stock as in effect on the date of delivery of the Notice of Exercise.
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to subscribe for the unsubscribed for Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than as a result of failure of the
Holder to timely deliver the aggregate Exercise Price, unless the Warrant is validly exercised by means of a cashless exercise), and
if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of this Warrant to subscribe for shares of Common Stock with an aggregate exercise price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to subscribe for upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round down to the next whole share.
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto; and (ii) the
Company shall use its best efforts to pay, or procure payment of issue or stamp taxes levied in connection with the issuance of the Warrant
or Warrant Shares to the Holder (“Relevant Taxes”). The Holder agrees to cooperate with the Company and provide all
necessary information and documentation to the Company in a timely manner (and in any event within 10 Business Days of request) to enable
the Company to procure payment of any Relevant Taxes and facilitate the making of any necessary filings in respect of Relevant Taxes
required to be made within applicable time limits. The Company shall not be liable for any Relevant Taxes or any penalty, fine, surcharge,
interest, charge, cost or other similar imposition arising in respect of Relevant Taxes to the extent that such amount arises or is increased
as a result of any failure by a Holder to timely provide the Company with any information or documentation requested pursuant to this
Section 2(d)(vi). The Company shall pay all Transfer Agent fees required for processing of any Notice of Exercise and all fees to DTC
(or another established clearing corporation performing similar functions) required for electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination, and a submission of a Notice of Exercise shall be deemed
a representation and warranty by the Holder of the foregoing determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall
within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99%
(or, upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may, upon notice to
the Company, increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to
apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section
3. Certain Adjustments.
a)
Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise
makes a distribution or distributions on its Common Stock or any other equity or equity equivalent securities payable in Common Stock
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse share split)
outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any
share capital of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
Adjustment Upon Issuance of Shares of Common Stock. If, at any time following the Stockholder Approval Date and while this Warrant
is outstanding (such period, the “Adjustment Period”), the Company issues, sells, enters into an agreement to sell,
or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of
or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3(b),
is deemed to have issued or sold, any shares of Common Stock or Common Stock Equivalents (excluding any Exempt Issuance) for a consideration
per share less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale
(such lower price, the “Base Share Price,” and such Exercise Price then in effect is referred to as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation (or, if earlier,
the announcement) of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Base Share
Price, provided that, the Exercise Price will not be less than $0.02 (subject to adjustment for reverse and forward stock splits, recapitalizations
and similar transactions following the Issuance Date). If a Dilutive Issuance occurs prior to the Stockholder Approval Date, the Exercise
Price then in effect on the Stockholder Approval Date shall be immediately reduced upon receipt of Stockholder Approval in accordance
with this Section 3(b), as if such Dilutive Issuance had occurred following receipt of Stockholder Approval. If the Company enters into
a Variable Rate Transaction (as defined below), the Company shall be deemed to have issued shares of Common Stock or shares of Common
Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted
or exercised. “Adjustment Right” means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock
(other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received
by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash
adjustment or other similar rights). “Variable Rate Transaction” means a transaction in which the Company (i) issues
or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional
shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies
with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity
securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the shares of Common Stock or (ii) enters into, or effects a transaction under, any agreement,
including, but not limited to, an equity line of credit, but excluding an “at-the-market offering”, whereby the Company may
issue securities at a future determined price. For all purposes of the foregoing, the following shall be applicable:
(i)
Issuance of Options. If the Company in any manner grants, issues or sells any Options (or enters into any agreement to grant,
issue or sell) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such
Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes
of this Section 3(b)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise
of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option,
upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option
or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock
is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof
minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale
of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise
of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price
shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options
or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities.
(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell)
any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common
Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time
of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes
of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the
lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance
or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange
of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible
Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder
of such Convertible Security (or any other Person) upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable)
of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder
of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be
made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or
otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any
Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(b), except as contemplated
below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
(iii)
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than
proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise
Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such
time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or
increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section
3(b)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that
was outstanding as of the Issuance Date) are increased or decreased in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall
be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(b) shall be made
if such adjustment would result in an increase of the Exercise Price then in effect.
(iv)
Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection
with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”
and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate
consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price
of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of
Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Sections 3(b)(i) or 3(b)(ii)
above and (z) the lowest VWAP of the Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment
Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public
announcement is released prior to the opening of the principal Trading Market of the Common Stock on a Trading Day, such Trading Day
shall be the first Trading Day in such five Trading Day period and if this Warrant is exercised, on any given Exercise Date during any
such Adjustment Period, solely with respect to such portion of this Warrant converted on such applicable Exercise Date, such applicable
Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Exercise Date). If any shares
of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock,
Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by
the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in
which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such
security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible
Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any
consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties
are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),
the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation
Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall
be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.
c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other
than cash) or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of
return of capital or otherwise (including, without limitation, any distribution of share or other securities, property or
options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (except to the extent an adjustment was already made pursuant to Section 3(a)) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such
Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to
participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall
not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as
a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the
Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).
e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of
its Subsidiaries, taken as a whole), directly or indirectly effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, except to the extent subject to an
adjustment pursuant to Section 3(a), (b), (c), or (d), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
shares of Common Stock or 50% or more of the voting power of the Common Stock of the Company, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or
more of the voting power of the Common Stock of the Company (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such
exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this
Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If holders of shares of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as
to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at
the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction
(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder
by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of
this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental
Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall
only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion),
at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common
Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any
combination thereof, or whether the holders of shares of Common Stock are given the choice to receive from among alternative forms of
consideration in connection with the Fundamental Transaction; provided, further, that if holders of shares of Common Stock
of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of shares of Common Stock will
be deemed to have received shares of common stock of the Successor Entity (which Entity may be the Company following such Fundamental
Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the
Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on
Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of
the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater
of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered
in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public
announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if
earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal
to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date
and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or
such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation
of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant
and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and
substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding amount of
share capital of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and
with an exercise price which applies the exercise price hereunder to such share capital (but taking into account the relative value of
the shares of Common Stock pursuant to such Fundamental Transaction and the value of such share capital, such amount of share capital
and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from
and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,
jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right
and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company
prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity
or Successor Entities, jointly and severally, had been named as the Company herein.
f)
Share Combination Event Adjustment. In addition to the adjustments set forth in this Section 3, if at any time on or after the
Stockholder Approval Date and while this Warrant is outstanding there occurs any share split, reverse share split, share dividend, share
combination recapitalization or other similar transaction involving the shares of Common Stock (each, a “Share Combination Event”,
and such date thereof, the “Share Combination Event Date”) and the lowest VWAP during the period commencing five (5)
consecutive Trading Days immediately preceding and through the five (5) consecutive Trading Days immediately following the Share Combination
Event Date (the “Event Market Price”) (provided if the Share Combination Event is effective after close of Trading
on the primary Trading Market, then commencing on the next Trading Day which period shall be the “Share Combination Adjustment
Period”) is less than the Exercise Price then in effect (after giving effect to the adjustment in clause 3(a) above), then
at the close of trading on the primary Trading Market on the last day of the Share Combination Adjustment Period, the Exercise Price
then in effect on such fifth (5th) Trading Day shall be reduced (but in no event increased) to the Event Market Price and
the number of Warrant Shares issuable upon exercise of this Warrant hereunder (such resulting number, the “Share Combination
Issuable Shares”) shall be increased such that the Aggregate Exercise Price payable hereunder, after taking into account the
decrease in the Exercise Price, shall be equal to the Aggregate Exercise Price on the Issuance Date for the Warrant Shares then outstanding; provided, that if the Holder exercises this Warrant, in whole or in part,
during the Share Combination Adjustment Period, the Event Market Price, solely with respect to the portion of this Warrant so exercised,
shall be the lowest VWAP during the Share Combination Adjustment Period prior to such exercise. If a Share Combination Event occurs prior to the Stockholder Approval Date, this Warrant shall be immediately
adjusted in accordance with this Section 3(f) upon receipt of Stockholder Approval, as if such Share Combinate Event had occurred following
receipt of Stockholder Approval.
g)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
h)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, except for any recurring cash dividend (B) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (and its Subsidiaries,
taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be
delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a)
Transferability. Subject to compliance with any applicable securities laws and the provisions of Section 4.1 of the Securities
Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the subscription for Warrant Shares without
having a new Warrant issued.
b)
New Warrants. If this Warrant is not held in global form through DTC, this Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations
in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to
any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall be dated the Issuance Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act or under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner of sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Securities Purchase Agreement.
e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.
Section
5. Miscellaneous.
a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of an affidavit of loss
reasonably satisfactory to the Company evidencing the loss, theft, destruction or mutilation of this Warrant or any share certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and
upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or
share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares. The Company covenants that, following the occurrence of a Capital Event and thereafter during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any subscription rights under this Warrant. The Company further covenants that its
issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant
Shares upon the exercise of the subscription rights under this Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may
be issued upon the exercise of the subscription rights represented by this Warrant will, upon exercise of the subscription rights represented
by this Warrant and payment of the Exercise Price for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to
by the holders of a majority of the then outstanding Warrants (based on the number of Warrant Shares underlying such Warrants), the Company
shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any
Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such
action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations
under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant
is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto,
as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the Securities Purchase Agreement.
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall
be delivered to the address for the Holder in the Warrant Register.
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any shares of Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC. |
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By: |
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Name: |
Danny
Meeks |
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Title: |
Chief
Executive Officer |
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NOTICE
OF EXERCISE
TO: |
GREENWAVE
TECHNOLOGY SOLUTIONS, INC. |
(1)
The undersigned hereby elects to subscribe for ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
required if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.
(2)
Payment shall take the form of (check applicable box):
☐ in
lawful money of the United States; or
☐ if
permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares issuable pursuant to the cashless exercise
procedure set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
The
Warrant Shares shall be delivered to the following DWAC Account Number:
DTC
number: |
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Account
name: |
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Account
number: |
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[SIGNATURE
OF HOLDER]
Name
of Investing Entity: |
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Signature
of Authorized Signatory of Investing Entity: |
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Name
of Authorized Signatory: |
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Title
of Authorized Signatory: |
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Date: |
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EXHIBIT
A
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
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(Please
Print) |
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Address: |
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(Please
Print) |
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Phone
Number: |
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Email
Address: |
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Dated:
_______________ __, ______ |
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Holder’s
Signature: _______________ |
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Holder’s
Address: _______________ |
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Exhibit
5.1
![](https://www.sec.gov/Archives/edgar/data/1589149/000149315224020718/ex5-1_001.jpg)
May
20, 2024
Greenwave
Technology Solutions, Inc.
277
Suburban Drive
Suffolk,
VA 23434
Re: |
Registration Statement on Form S-3 |
|
(Registration No. 333-271324) |
Ladies
and Gentlemen:
We
have acted as counsel to Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”), in connection
with the above-referenced registration statement (the “Registration Statement”), and declared effective by the Securities
and Exchange Commission (the “Commission”) on April 28, 2023, and the related prospectus contained therein (the “Prospectus”)
and the prospectus supplement filed with the Commission on May 20, 2024 pursuant to Rule 424(b) promulgated under the Securities
Act of 1933, as amended (the “Prospectus Supplement”), relating to the
offering and sale by the Company of 420,596,154 shares of its common stock (the “Common Stock”), $0.001 par value
per share. This opinion is being delivered at the request of the Company and in accordance with
the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.
For
purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate
for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted
to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.
We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements
or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid,
binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates
of officers of the Company and of public officials.
Based
upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein,
we are of the opinion that the shares of Common Stock have been duly authorized and, when issued and sold by the Company and delivered
by the Company against receipt of the purchase price therefor, as described in the Registration Statement, the Prospectus, and Prospectus
Supplement, will be validly issued, fully paid and non-assessable.
![](https://www.sec.gov/Archives/edgar/data/1589149/000149315224020718/ex5-1_002.jpg)
Greenwave
Technology Solutions, Inc.
May
20, 2024
Page
2
We
consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Quarterly Report on Form 10-Q filed on May 20,
2024, which is incorporated by reference in the Registration Statement and the Prospectus Supplement. We also consent to the reference
of our firm under the caption “Legal Matters” in the Prospectus Supplement and in each case in any amendment or supplement
thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section
7 and Section 11 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
We
are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of
the State of New York, the Delaware General Corporation Law and the Federal laws of the United States. The reference and limitation to
“Delaware General Corporation Law” includes the statutory provisions, all applicable provisions of the Delaware Constitution
and the reported judicial decisions interpreting those laws.
Very
truly yours, |
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/s/
PRYOR CASHMAN LLP |
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Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2024, between Greenwave Technology Solutions,
Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities
Act (as defined below) as to the Shares and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained
in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Warrants and the Warrant Shares (each as defined below), the Company
desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities
of the Company as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Beneficial
Ownership Maximum” shall have the meaning ascribed to such term in Section 2.1.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Shares and the Warrants pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares and the Warrants, in each case, have been satisfied or waived, but in no event later than the second
Trading Day following the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company
Counsel” means Pryor Cashman LLP, with offices located at 7 Times Square, New York, New York 10036.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants (consistent
with past practice) of the Company pursuant to any stock incentive plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose,
provided that any such securities issued to consultants under to this clause (a) are issued as “restricted securities” (as
defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith
during the prohibition period in Section 4.12(a) herein, (b) warrants to the Financial Advisor in connection with transactions pursuant
to this Agreement and any securities exercise of the warrants to the Financial Advisor, if applicable, and/or securities upon the exercise
or conversion of any Securities issued hereunder and/or other securities exercisable or convertible into shares of Common Stock issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price or conversion price of such securities (other than in connection
with stock splits or combinations) or to extend the term of such securities, or (c) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement
in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to
a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, believed by the Company to be an operating
company or an owner of an asset in a business synergistic with the business of the Company, and shall provide to the Company additional
benefits in addition to the investments of funds, but shall not include any transaction in which the Company is issuing any securities
primarily for the purpose of raising capital or to an entity whose primary purpose is investing in securities.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“Financial
Advisor” means Dawson James Securities, Inc.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Per
Share Purchase Price” equals $0.052, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement, including all information, documents and exhibits filed with or incorporated
by reference into such Prospectus.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act, including all information,
documents and exhibits filed with or incorporated by reference into such Prospectus Supplement, that is filed with the Commission and
delivered electronically by the Company to each Purchaser at the Closing.
“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.2(b).
“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement with Commission file No. 333-271324, including all information, documents
and exhibits filed with or incorporated by reference into such Registration Statement, which registers the sale of the Shares to the
Purchasers, and includes any Rule 462(b) Registration Statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
462(b) Registration Statement” means any registration statement prepared by the Company registering additional Public Securities,
which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated
by the Commission pursuant to the Securities Act.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the Shares, the Warrants and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock).
“Stockholder
Approval Date” means the date on which the Company obtains Stockholder Approval.
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.
“Subsidiary”
means any significant subsidiary (as defined under Regulation S-X) of the Company as set forth in the SEC Reports, and shall, where applicable,
also include any direct or indirect significant subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Warrants and any other documents or agreements executed in connection with the transactions
contemplated hereunder.
“Transfer
Agent” means Equity Stock Transfer, Inc., with a mailing address of 237 W 37th Street, #602, New York, NY 10018,
and any successor transfer agent of the Company.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading
Market, but traded on OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for
the Common Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants
shall be in the form of Exhibit A attached hereto.
“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.
ARTICLE
II.
PURCHASE AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $25,000,000 of Shares and Warrants. Each Purchaser shall
deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription
Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective
Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth
in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing
shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein
to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through,
and including the time immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to
any Person all, or any portion, of any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement
Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company),
be deemed to be unconditionally bound to purchase such Pre-Settlement Shares at the Closing; provided, that the Company shall not be
required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement
Shares hereunder, and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation
or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement
Period. The decision to sell any shares of Common Stock will be made in the sole discretion of such Purchaser elects to effect any such
sale, if any. Unless otherwise directed by the Financial Advisor, settlement of the Shares shall occur via “Delivery Versus Payment”
(“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and
addresses and released by the Transfer Agent directly to the account(s) at the Financial Advisor(or its designee) identified by each
Purchaser; upon receipt of such Shares, the Financial Advisor (or its designee) shall promptly electronically deliver such Shares to
the applicable Purchaser, and payment therefor shall be made by the Financial Advisor (or its designee’s clearing firm) by wire
transfer to the Company). Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the
signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated
with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially
owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common
Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount,
to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon
the issuance of Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership
of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall
automatically be reduced as necessary in order to comply with this paragraph.
2.2
Deliveries.
(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
a legal opinion of Company Counsel, in a form reasonably acceptable to each Purchaser;
(iii)
subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions,
on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;
(iv)
subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent
to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)
Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;
(v)
a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s
Shares, with an exercise price equal to $0.10, subject to adjustment therein; and
(vi)
an electronic copy of the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities
Act).
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
to the Company, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a
specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v)
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE
III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a)
Subsidiaries. All of the significant subsidiaries (as defined in Regulation S-X) of the Company are set forth in the SEC Reports.
Except as set forth in the SEC Reports, the Company owns, directly or indirectly, all of the capital stock or other equity interests
of each Subsidiary free and clear of any Liens except for standard blanket security interests from lenders as described in the SEC Reports,
and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities.
(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, or financial condition of the Company and the
Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”)
and, to the Company’s knowledge, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or
seeking to revoke, limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably
be expected to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings
required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s)
to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required
thereby, and (iv) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).
(f)
Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with
the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and
nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the
maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has reserved from its duly
authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The Company has prepared and
filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on April 28, 2023,
including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration
Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement
or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been
instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations
of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and
any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments
thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or
supplement thereto was filed and at the Closing Date, conformed and will conform in all material respects to the requirements of the
Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company was at the
time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities
Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering
and during the twelve (12) calendar months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3.
(g)
Capitalization. The capitalization of the Company is as set forth in Section 3.1(g) of the Disclosure Schedules. Except as set
forth in Section 3.1(g) of the Disclosure Schedules, the Company has not issued any capital stock since its most recently filed periodic
report under the Exchange Act, other than pursuant to the exercise of stock options under the Company’s stock incentive plans,
the issuance of shares of Common Stock pursuant to the Company’s stock incentive plans, the issuance of shares of Common Stock
pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. Except as set forth in Section 3.1(g) of the Disclosure Schedules, no Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement and
the transactions contemplated pursuant to the Prospectus Supplement. Except as a result of the purchase and sale of the Securities or
described in this Agreement or as set forth in Section 3.1(g) of the Disclosure Schedules, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the
capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is
or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except
as set forth in Section 3.1(g) of the Disclosure Schedules, the issuance and sale of the Securities will not obligate the Company or
any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a
right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except
as set forth in Section 3.1(g) of the Disclosure Schedules, there are no outstanding securities or instruments of the Company or any
Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance
of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that
contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares
of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with
all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others
is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.
(h)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Registration Statement,
Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act
and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company has never been subject to Rule 144(i) under the Securities Act. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements do not contain all items required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as set forth on Section 3.1(i) of the Disclosure Schedules, (i) there has been no event, occurrence or
development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred
any material liabilities (contingent or otherwise), (iii) the Company has not altered its method of accounting, (iv) the Company has
not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director
or Affiliate, except pursuant to existing Company stock incentive plans or pursuant to the exercise/conversion of outstanding Common
Stock Equivalents. The Company does not have pending before the Commission any request for confidential treatment of information. Except
for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development
has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective
businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable
securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading
Day prior to the date that this representation is made.
(j)
Litigation. Other than as set forth in Section 3.1(j) of the Disclosure Schedules, there is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any
Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) would, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth in Section 3.1(j) of the Disclosure
Schedules, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no current executive officer of the Company
or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in
favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in material compliance with all U.S.
federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.
(l)
Compliance. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company
or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is
in violation of, any material indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which
it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment,
decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,
environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each
case as would not have or reasonably be expected to result in a Material Adverse Effect.
(m)
Environmental Laws. The Company and its Subsidiaries (i) are in material compliance with all federal, state, local and foreign
laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land
surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),
(ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or
modification of any Material Permit.
(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP and, the payment of which is
not delinquent. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting
and enforceable leases with which the Company and the Subsidiaries are in compliance, except for matters which are not expected to cause
a Material Adverse Effect.
(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all material patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC
Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property
Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the
date of this Agreement except where such action is not expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary
has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim
or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would
not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing material infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their
intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.
(q)
Insurance. The Company and the Subsidiaries are insured against such losses and risks and in such amounts as the Company believes
to be adequate, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription
Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost.
(r)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of compensation or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii)
other employee benefits, including stock awards under any stock incentive plan of the Company.
(s)
Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in
compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any
and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of
the Closing Date. Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and
to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. Except as set forth in the SEC Reports, the Company and the Subsidiaries have established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and
designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of
the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act
(such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations
as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as
such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely
to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.
(t)
Certain Fees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will
be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this
Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(u)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
(v)
Registration Rights. Except as set forth in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to
effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
(w)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market. Except as set forth in the SEC reports, the Company is, and has
no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.
(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company
fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of
the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
(y)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or
counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers
regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(z)
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor, to the Company’s knowledge, any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act
which would require the registration of the Warrants or Warrant Shares under the Securities Act, or (ii) any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(aa)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth all outstanding secured and unsecured Indebtedness
of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the
ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,
whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z)
the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Except
as set forth in the SEC Reports, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim.
(cc)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(dd)
Accountants. The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company,
such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with
respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2024.
(ee)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or
any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.
(ff)
Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been
asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified
term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the
Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage
in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the
periods that the value of the Warrant Shares deliverable with respect to the Securities are being determined, and (z) such hedging activities
(if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging
activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any
of the Transaction Documents.
(gg)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Financial Advisor in connection with the
placement of the Securities.
(hh)
Form S-3 Eligibility. The Company is eligible to register the resale of the Warrant Shares for resale by the Purchaser on Form
S-3 promulgated under the Securities Act.
(ii)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(jj)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(kk)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more
of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(ll)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering
Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary,
threatened.
(mm)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no
registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company to the
Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of
the Trading Market.
(nn)
No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Warrants
or Warrant Shares by any form of general solicitation or general advertising. The Company has offered the Warrants and Warrant Shares
for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities
Act.
(oo)
No Disqualification Events. With respect to the Warrants and Warrant Shares to be offered and sold hereunder in reliance on Rule
506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together,
“Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule
506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the
Purchasers a copy of any disclosures provided thereunder.
(pp)
Other Covered Persons. Other than the Financial Advisor, the Company is not aware of any person (other than any Issuer Covered
Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale
of any Securities.
(qq)
Notice of Disqualification Events. The Company will notify the Purchasers and the Financial Advisor in writing, prior to the Closing
Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time,
reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person.
3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case
they shall be accurate as of such date):
(a)
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporation or formation, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such
Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited
liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has
been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct
or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this
representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or
otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the
ordinary course of its business. Such Purchaser understands that the Warrants and the Warrant Shares are “restricted securities”
and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities as principal
for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation
of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation
of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to a registration statement
or otherwise in compliance with applicable federal and state securities laws).
(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it exercises any Warrants, it will be an either: (i) “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under
the Securities Act.
(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded, subject to the requirements of Regulation FD, (i) the
opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning
the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such additional information that is necessary to make an informed
investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Financial Advisor nor any
Affiliate of the Financial Advisor has provided such Purchaser with any information or advice with respect to the Securities nor is such
information or advice necessary or desired. Neither the Financial Advisor nor any Affiliate has made or makes any representation as to
the Company or the quality of the Securities and the Financial Advisor and any Affiliate may have acquired non-public information with
respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such
Purchaser, neither the Financial Advisor nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
(f)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has
not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
first received knowledge of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without
limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude
any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect
Short Sales or similar transactions in the future.
(g)
Validity. The execution and delivery of the Transaction Documents to which such Purchaser is a party and the consummation by it
of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of such
Purchaser and no further consent or authorization of such Purchaser or its members (or shareholders) is required. Such Purchaser’s
principal place of business is set forth on the signature pages attached hereto.
(h)
General Solicitation. Such Purchaser is not purchasing the Warrants as a result of any advertisement, article, notice or other
communication regarding the Warrants published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement; provided, further,
that, prior to receiving any communications relating to the transaction contemplated pursuant to this Agreement, such Purchaser had a
“pre-existing” and “substantive relationship” with either the Company or the Financial Advisor, as such terms
are defined in SEC Division of Corporation and Finance Compliance and Disclosure Interpretations.
The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.
ARTICLE
IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
Removal of Legends.
(a)
The Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any
transfer of Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an
Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof
to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such
transferred Warrants under the Securities Act.
(b)
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Warrants or Warrant Shares
in the following form:
NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.
The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Warrants or Warrant Shares to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser
may transfer pledged or secured Warrants or Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not be
subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in
connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company
will execute and deliver such reasonable documentation as a pledgee or secured party of Warrants and Warrant Shares may reasonably request
in connection with a pledge or transfer of the Warrants or Warrant Shares.
(c)
Certificates evidencing the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i)
while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale
of such Warrant Shares pursuant to Rule 144 (assuming cashless exercise of the Warrants), or (iii) if such Warrant Shares are eligible
for sale under Rule 144 (assuming cashless exercise of the Warrants), or (iv) if such legend is not required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall
cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly if required by the Transfer Agent to effect
the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion of a Warrant is exercised at
a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be
sold under Rule 144 (assuming cashless exercise of the Warrants) or if such legend is not otherwise required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant
Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this
Section 4.1(c), the Company will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate
representing Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”),
deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other
legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions
on transfer set forth in this Section 4. Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent
to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed
by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in
a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of
delivery of a certificate representing Warrant Shares issued with a restrictive legend.
(d)
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares (based on the VWAP of the Common Stock on the date such Securities are
submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing
to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date
until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered)
to a Purchaser by the Legend Removal Date a certificate representing the Warrant Shares so delivered to the Company by such Purchaser
that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the
number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares
of Common Stock, that such Purchaser anticipated receiving from the Company without any restrictive legend, then an amount equal to the
excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for
the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In
Price”) over the product of (A) such number of Warrant Shares that the Company was required to deliver to such Purchaser by
the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing
on the date of the delivery by such Purchaser to the Company of the applicable Warrant Shares (as the case may be) and ending on the
date of such delivery and payment under this Section 4.1(d).
(e)
The Shares shall be issued free of legends.
4.2
Furnishing of Information.
(a)
Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange
Act.
(b)
At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the
Warrant Shares (assuming cashless exercise) may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current
public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer
in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”)
then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated
damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Warrant Shares, an amount in cash
equal to two percent (2.0%) of the aggregate Exercise Price of such Purchaser’s Warrants on the day of a Public Information Failure
and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a)
the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers
to transfer the Warrant Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b)
are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii)
the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In
the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments
shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s
right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Warrants or Warrant Shares or that would be integrated with the
offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder
approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent
transaction.
4.4
Securities Laws Disclosure; Publicity. The Company shall by 5:30 p.m. (New York City time) on May 20, 2024, file a Quarterly Report
on Form 10-Q or a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the
time required by the Exchange Act (the “Public Filing”). From and after the Public Filing, the Company represents
to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the
Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without
limitation, the Financial Advisor. In addition, effective upon the Public Filing, the Company acknowledges and agrees that any and all
confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or
any of their respective officers, directors, agents, including, without limitation, the Financial Advisor, employees or Affiliates on
the one hand, and any of the Purchaser or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser
shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company
nor any Purchaser shall issue any press release nor otherwise make any such public statement without the prior consent of the Company,
with respect to any press release of any Purchaser, or without the prior consent of each Purchaser named in any press release or public
statement, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such
disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public
statement or communication. For clarity, any public statement or press release of the Company that does not name any Purchaser and includes
disclosure about the transactions consistent with the Public Filing described above shall not require further consent from any Purchaser.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser
in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except
(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to
the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with
prior notice of such disclosure permitted under this clause (b).
4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.
4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or
its agents or counsel with any information that constitutes or the Company reasonably believes constitutes material non-public information,
unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use
of such information. To the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents,
including, without limitation, the Financial Advisor, employees or Affiliates delivers any material, non-public information to a Purchaser
without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality
to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, including, without limitation, the Financial
Advisor, employees or Affiliates, or a duty to the Company, and of its Subsidiaries or any of their respective officers, directors, agents,
including, without limitation, the Financial Advisor, employees or Affiliates not to trade on the basis of, such material, non-public
information. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.
4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes
and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables
in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock
Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.
4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or
incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents, (b) any action instituted against the Purchaser Parties in any capacity, or
any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s
representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may
have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser
Party which constitutes fraud, gross negligence, willful misconduct or malfeasance) or (c) in connection with any registration statement
of the Company providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants, the
Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising
out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser
Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection
therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action
or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company
to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants
4.10
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock
on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all
of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such
Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will
then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of
the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take
all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees
to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing
corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing
corporation in connection with such electronic transfer.
4.11
[Intentionally Omitted.]
4.12
Subsequent Equity Sales.
(a)
From the date hereof until later of (i) the ninety (90) day anniversary hereof and (ii) the date on which Stockholder Approval is obtained,
neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance
of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto,
other than the Prospectus Supplement, the filing of a registration statement for any amendment thereto with respect to the Warrants Shares
and the Private Placement, or a Form S-8 registration statement for the Company’s benefit plan.
(b)
Until the time that (i) no Warrants remain outstanding and (ii) no convertible debt of the Company that is in existence on the date hereof
remains outstanding, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company
or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate
Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or
equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common
Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B)
with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt
or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company
or the market for the Common Stock or (ii) enters into, or effects any transaction under, any agreement, including, but not limited to,
an equity line of credit or at-the-market offering, whereby the Company may issue securities at a future determined price. Any Purchaser
shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to
any right to collect damages.
(c)
Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction
shall be an Exempt Issuance.
4.13
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to such Transaction Document. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.
4.14
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending on
the earlier of (i) the Public Filing or (ii) the public disclosure (through a Current Report on Form 8-K) of the Company regaining compliance
with the listing qualifications of the Nasdaq Capital Market. Each Purchaser, severally and not jointly with the other Purchasers, covenants
that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the Public
Filing as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and
the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement
to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby
that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the Public Filing as described in Section 4.4, (ii) no Purchaser shall be
restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws
from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Public Filing
as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the
Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including,
without limitation, the Financial Advisor, after the Public Filing as described in Section 4.4. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed
by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.
4.15
Stockholder Vote. The Company covenants that it shall use commercially reasonable efforts to hold a special meeting of stockholders
(which may also be at the annual meeting of stockholders) on or before July 31, 2024, with the recommendation of the Company’s
Board of Directors that a proposal allowing for the (i) price adjustment provisions in the Warrants and (ii) issuance of the Warrants
and the Warrant Shares issuable upon exercise thereof be approved pursuant to applicable NASDAQ Rules (the “NASDAQ Proposal”)
be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management
proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of the NASDAQ Proposal.
If the Company does not obtain the requisite stockholder approval for the NASDAQ Proposal (the “Stockholder Approval”)
at the first meeting, the Company shall use commercially reasonable efforts to call a meeting every three (3) months thereafter to seek
the Stockholder Approval until the earlier of the date the Stockholder Approval is obtained or the Warrants are no longer outstanding.
From the date hereof until receipt of the required Stockholder Approval, neither the Company nor any Subsidiary shall (i) issue, enter
into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or
(ii) file any registration statement or any amendment or supplement thereto, other than the Prospectus Supplement or a Form S-8 registration
statement for the Company’s benefit plan.
4.16
Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required
of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required
of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to
exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms,
conditions and time periods set forth in the Transaction Documents.
4.17
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Warrants and Warrant Shares as required
under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company
shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Warrants and Warrant Shares for, sale
to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall
provide evidence of such actions promptly upon request of any Purchaser.
4.18
Registration Statement. As soon as practicable (and in any event within 10 calendar days of this Agreement), the Company shall
file a registration statement on Form S-1 providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise
of the Warrants. The Company shall use commercially reasonable efforts to cause such registration statement to become effective within
120 days following the Closing Date and to keep such registration statement effective at all times until no Purchaser owns any Warrants
or Warrant Shares issuable upon exercise thereof.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
Closing has not been consummated on or before the fifth Trading Day following the date hereof; provided, however, that
no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice
delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus
Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent
that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the
Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form
8-K.
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchasers who purchased at least a majority in interest of the Shares based
on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver,
by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver
disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser
(or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of
this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the
rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior
written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon
each Purchaser and holder of Securities and the Company.
5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the
transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8
No Third-Party Beneficiaries. The Financial Advisor shall be the third party beneficiary of the representations and warranties
of the Company in Section 3.1 and the representation and warranties of the Purchasers in Section 3.2. This Agreement is intended for
the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed
to have been duly and validly delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission
of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded
exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and
the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance
of a replacement warrant certificate evidencing such restored right).
5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.
5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.
5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to
communicate with the Company through the legal counsel of the Financial Advisor. The legal counsel of the Financial Advisordoes not represent
any of the Purchasers and only represents the Financial Advisor. The Company has elected to provide all Purchasers with the same terms
and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.
It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between
the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.
5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.
5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading
Day.
5.20
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
date of this Agreement and prior to the Closing Date.
5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC. |
|
Address
for Notice: |
|
|
|
|
By: |
|
|
|
Name: |
|
|
E-mail: |
Title: |
|
|
|
|
|
|
|
With
a copy to (which shall not constitute notice): |
|
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO GWAV SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above. In addition, to the extent applicable, the undersigned agrees that the signature below amends Section
4.12 of the Securities Purchase Agreements with the Company dated June 19, 2023, July 6, 2023, August 21, 2023 and April 22, 2024, respectively,
to permit the sale of Securities offered pursuant to this Agreement.
Name
of Purchaser: ________________________________________________________
Signature
of Authorized Signatory of Purchaser: _________________________________
Name
of Authorized Signatory: _______________________________________________
Title
of Authorized Signatory: ________________________________________________
Email
Address of Authorized Signatory: _________________________________________
Address
for Notice to Purchaser:
Principal
Place of Business for Purchaser (if different than Address for Notice):
DWAC
for Shares:
Subscription
Amount:
Shares:
______________________________________________
Warrant
Shares: ___________ _______ Beneficial Ownership Blocker ☐☐ 4.99% or ☐☐ 9.99%
☐☐
EIN:
_________________________________________________
☐
EXHIBIT
A
Form
of Warrant
EXHIBIT
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Danny Meeks, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q of Greenwave Technology Solutions, Inc. for the period ended March 31, 2024; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
d. |
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing
the equivalent function): |
|
a. |
all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
b. |
any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated:
May 20, 2024 |
By:
|
/s/
Danny Meeks |
|
|
Danny
Meeks |
|
|
Chief
Executive Officer |
|
|
(Principal
Executive Officer) |
EXHIBIT
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Isaac Dietrich, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q of Greenwave Technology Solutions, Inc. for the period ended March 31, 2024; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
d. |
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing
the equivalent function): |
|
a. |
all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
b. |
any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated:
May 20, 2024 |
By: |
/s/
Isaac Dietrich |
|
|
Isaac
Dietrich |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial Officer) |
EXHIBIT
32.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I,
Danny Meeks, in my capacity as Chief Executive Officer of Greenwave Technology Solutions, Inc., certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Greenwave Technology
Solutions, Inc. for the quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition
and results of operations of Greenwave Technology Solutions, Inc.
Dated:
May 20, 2024 |
By: |
/s/
Danny Meeks |
|
|
Danny
Meeks |
|
|
Chief
Executive Officer
(Principal
Executive Officer) |
EXHIBIT
32.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I,
Isaac Dietrich, in my capacity as Chief Financial Officer of Greenwave Technology Solutions, Inc., certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Greenwave Technology
Solutions, Inc. for the quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition
and results of operations of Greenwave Technology Solutions, Inc.
Dated:
May 20, 2024 |
By: |
/s/
Isaac Dietrich |
|
|
Isaac
Dietrich |
|
|
Chief
Financial Officer
(Principal
Financial Officer) |
v3.24.1.1.u2
Cover - shares
|
3 Months Ended |
|
Mar. 31, 2024 |
May 20, 2024 |
Cover [Abstract] |
|
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Document Type |
10-Q
|
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Amendment Flag |
false
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Document Quarterly Report |
true
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Document Period End Date |
Mar. 31, 2024
|
|
Document Fiscal Period Focus |
Q1
|
|
Document Fiscal Year Focus |
2024
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-41452
|
|
Entity Registrant Name |
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
|
|
Entity Central Index Key |
0001589149
|
|
Entity Tax Identification Number |
46-2612944
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
4016
Raintree Rd
|
|
Entity Address, Address Line Two |
Ste 300
|
|
Entity Address, City or Town |
Chesapeake
|
|
Entity Address, State or Province |
VA
|
|
Entity Address, Postal Zip Code |
23321
|
|
City Area Code |
(800)
|
|
Local Phone Number |
966-1432
|
|
Title of 12(b) Security |
Common
Stock, $0.001 par value per share
|
|
Trading Symbol |
GWAV
|
|
Security Exchange Name |
NASDAQ
|
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Entity Current Reporting Status |
Yes
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Yes
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Non-accelerated Filer
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v3.24.1.1.u2
Condensed Consolidated Balance Sheets - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Current assets: |
|
|
Cash |
$ 713,218
|
$ 1,546,159
|
Inventories |
400,219
|
200,428
|
Accounts receivable |
943,245
|
646,413
|
Prepaid expenses |
162,667
|
296,761
|
Total current assets |
2,219,349
|
2,689,761
|
Property and equipment, net |
22,596,251
|
23,495,440
|
Security deposit |
31,892
|
31,893
|
Total assets |
45,299,005
|
46,411,849
|
Current liabilities: |
|
|
Bank overdraft |
298,264
|
118,763
|
Accounts payable and accrued expenses |
5,122,300
|
6,100,449
|
Accrued payroll and related expenses |
4,009,213
|
4,089,836
|
Factoring, net of unamortized debt discount of $1,347,230 and $-, respectively |
2,231,731
|
|
Non-convertible notes payable, current portion, net of unamortized debt discount of $754,863 and $500,250, respectively |
2,751,628
|
2,623,561
|
Convertible notes payable, current portion, net of unamortized debt discount of $3,237,544 and $3,934,506, respectively |
6,756,732
|
8,065,494
|
Operating lease obligations, current portion |
371,642
|
|
Total current liabilities |
22,708,450
|
23,269,476
|
Operating lease obligations, less current portion |
929,394
|
94,943
|
Convertible notes payable, net of unamortized debt discount of $1,438,908 and $1,967,253, respectively |
3,002,992
|
4,032,747
|
Non-convertible notes payable, net of unamortized debt discount of $1,597,247 and $1,965,113, respectively |
5,828,294
|
6,250,481
|
Total liabilities |
39,687,480
|
50,865,997
|
Commitments and contingencies (See Note 11) |
|
|
Stockholders’ equity (deficit): |
|
|
Common stock, $0.001 par value, 1,200,000,000 and 500,000,000 shares authorized; 43,864,860 and 16,964,336 shares issued and outstanding, respectively |
43,865
|
16,964
|
Common stock to be issued, 241,373 and 0 shares, respectively |
241
|
|
Subscription receivable |
(67,923)
|
|
Additional paid in capital |
434,962,276
|
391,395,045
|
Accumulated deficit |
(429,326,935)
|
(395,866,157)
|
Total stockholders’ equity (deficit) |
5,611,525
|
(4,454,148)
|
Total liabilities and stockholders’ equity (deficit) |
45,299,005
|
46,411,849
|
Series D Preferred Stock [Member] |
|
|
Stockholders’ equity (deficit): |
|
|
Preferred stock, value |
1
|
|
License [Member] |
|
|
Current assets: |
|
|
Intangible assets, net |
15,955,500
|
16,487,350
|
Intellectual Property [Member] |
|
|
Current assets: |
|
|
Intangible assets, net |
1,518,000
|
1,669,800
|
Customer List [Member] |
|
|
Current assets: |
|
|
Intangible assets, net |
1,679,250
|
1,735,225
|
Related Party [Member] |
|
|
Current assets: |
|
|
Operating lease right of use assets, net |
78,842
|
103,822
|
Current liabilities: |
|
|
Due to related parties |
1,166,940
|
2,070,402
|
Operating lease obligations, current portion |
83,430
|
111,240
|
Related party note payable |
7,218,350
|
17,218,350
|
Nonrelated Party [Member] |
|
|
Current assets: |
|
|
Operating lease right of use assets, net |
1,219,921
|
198,558
|
Current liabilities: |
|
|
Operating lease obligations, current portion |
$ 288,212
|
$ 89,731
|
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v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Preferred stock, shares authorized |
10,000,000
|
10,000,000
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
1,200,000,000
|
500,000,000
|
Common stock, shares issued |
43,864,860
|
16,964,336
|
Common stock, shares outstanding |
43,864,860
|
16,964,336
|
Common stock, shares to be issued |
241,373
|
0
|
Series D Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
1,000
|
0
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, stated value |
$ 10,000
|
$ 10,000
|
Preferred stock shares issued |
1,000
|
0
|
Non-Convertible Note Payable [Member] |
|
|
Unamortized debt discount, current |
$ 754,863
|
$ 500,250
|
Unamortized debt discount, non current |
1,597,247
|
1,965,113
|
Convertible Notes Payable [Member] |
|
|
Unamortized debt discount, current |
3,237,544
|
3,934,506
|
Unamortized debt discount, non current |
1,438,908
|
1,967,253
|
Factoring [Member] |
|
|
Unamortized debt discount, current |
$ 1,347,230
|
$ (0)
|
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v3.24.1.1.u2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Income Statement [Abstract] |
|
|
Revenues |
$ 8,504,777
|
$ 9,043,422
|
Cost of Revenues |
5,240,516
|
4,316,811
|
Gross Profit |
3,264,261
|
4,726,611
|
Operating Expenses: |
|
|
Advertising |
2,374
|
5,522
|
Payroll and related expense |
1,738,028
|
1,951,259
|
Rent, utilities and property maintenance ($192,720 and $672,557, respectively, to related-party) |
443,872
|
1,023,709
|
Hauling and equipment maintenance |
601,562
|
1,250,717
|
Depreciation and amortization expense |
1,638,815
|
1,268,853
|
Consulting, accounting and legal |
612,271
|
273,073
|
Stock based compensation for services |
288,900
|
|
Stock Compensation |
20,833
|
|
Other general and administrative expenses |
729,330
|
888,654
|
Total Operating Expenses |
6,075,985
|
6,661,787
|
Loss From Operations |
(2,811,724)
|
(1,935,176)
|
Other Income (Expense): |
|
|
Interest expense and amortization of debt discount |
(2,194,229)
|
(2,165,504)
|
Other gain (loss) |
1,351
|
|
Equity issued for warrant inducement |
(3,029,927)
|
|
Shares issued for Financing |
(52,183)
|
|
Gain on conversion of convertible notes |
24,198
|
|
Gain on settlement of non-convertible notes payable and advances |
|
75,005
|
Total Other Expense |
(5,250,790)
|
(2,090,499)
|
Net Loss Before Income Taxes |
(8,062,514)
|
(4,025,675)
|
Provision for Income Taxes (Benefit) |
|
|
Net Loss |
(8,062,514)
|
(4,025,675)
|
Deemed dividend for the reduction of exercise price of warrants |
(1,444,324)
|
|
Deemed dividend for the reduction of the conversion price of a debt note |
(23,953,940)
|
|
Net Loss Available to Common Stockholders |
$ (33,460,778)
|
$ (4,025,675)
|
Net Loss Per Common Share: |
|
|
Basic |
$ (0.39)
|
$ (0.36)
|
Diluted |
$ (0.39)
|
$ (0.36)
|
Weighted Average Common Shares Outstanding: |
|
|
Basic |
20,858,437
|
11,209,142
|
Diluted |
20,858,437
|
11,209,142
|
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v3.24.1.1.u2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
|
Preferred Stock [Member]
Series D Preferred Stock [Member]
|
Preferred Stock [Member]
Series Z Preferred Stock [Member]
|
Common Stock [Member]
Common Stock To Be Issued[Member]
|
Common Stock [Member] |
Subscription Receivable [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Balance at Dec. 31, 2022 |
|
|
|
$ 10,962
|
|
$ 377,595,618
|
$ (362,269,015)
|
$ 15,337,565
|
Balance, shares at Dec. 31, 2022 |
|
322
|
|
10,962,319
|
|
|
|
|
Issuance of common stock upon conversion of Series Z Preferred |
|
|
|
$ 289
|
|
(288)
|
|
1
|
Issuance of common stock upon conversion of Series Z Preferred, shares |
|
(72)
|
|
288,494
|
|
|
|
|
Net loss |
|
|
|
|
|
|
(4,025,675)
|
(4,025,675)
|
Balance at Mar. 31, 2023 |
|
|
|
$ 11,251
|
|
377,595,330
|
(366,294,690)
|
11,311,891
|
Balance, shares at Mar. 31, 2023 |
|
250
|
|
11,250,813
|
|
|
|
|
Balance at Dec. 31, 2023 |
|
|
|
$ 16,964
|
|
391,395,045
|
(395,866,157)
|
(4,454,148)
|
Balance, shares at Dec. 31, 2023 |
|
|
|
16,964,336
|
|
|
|
|
Exchange of non-convertible note into shares of Series D Preferred |
$ 1
|
|
|
|
|
9,999,999
|
|
10,000,000
|
Exchange of non-convertible note into shares of Series D Preferred, shares |
1,000
|
|
|
|
|
|
|
|
Issuance of common stock upon conversion of Series Z Preferred |
|
|
|
$ 10,865
|
|
2,031,677
|
|
2,042,542
|
Issuance of common stock upon conversion of Series Z Preferred, shares |
|
|
|
10,864,690
|
|
|
|
|
Common stock issued for the exercise of warrants for cash |
|
|
$ 241
|
$ 16,036
|
(67,923)
|
2,818,464
|
|
2,766,818
|
Common stock issued for the exercise of warrants for cash, shares |
|
|
241,373
|
16,035,834
|
|
|
|
|
Stock based compensation |
|
|
|
|
|
288,900
|
|
288,900
|
Equity issued for warrant inducement |
|
|
|
|
|
3,029,927
|
|
3,029,927
|
Deemed dividend for the reduction of the conversion price of a debt note |
|
|
|
|
|
23,953,940
|
(23,953,940)
|
|
Deemed dividend for the reduction of the exercise price of warrants |
|
|
|
|
|
1,444,324
|
(1,444,324)
|
|
Net loss |
|
|
|
|
|
|
(8,062,514)
|
(8,062,514)
|
Balance at Mar. 31, 2024 |
$ 1
|
|
$ 241
|
$ 43,865
|
$ (67,923)
|
$ 434,962,276
|
$ (429,326,935)
|
$ 5,611,525
|
Balance, shares at Mar. 31, 2024 |
1,000
|
|
241,373
|
43,864,860
|
|
|
|
|
X |
- DefinitionAdjustments to additional paid in capital deemed dividend for reduction of conversion price of debt note.
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v3.24.1.1.u2
Condensed Consolidated Statements of Cashflows (Unaudited) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Cash flows from operating activities: |
|
|
Net loss |
$ (8,062,514)
|
$ (4,025,675)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation and amortization of intangible assets |
1,638,815
|
1,268,853
|
Interest and amortization of debt discount |
2,194,229
|
1,861,971
|
Gain on conversion of debt |
(24,198)
|
|
Gain (loss) on settlement of non-convertible notes payable and advances |
|
(75,005)
|
Stock based compensation for services |
288,900
|
|
Stock based compensation |
20,833
|
|
Equity issued for warrant inducement |
3,029,927
|
|
Shares issued for Financing |
52,183
|
|
Changes in operating assets and liabilities: |
|
|
Changes in due to related party |
(903,462)
|
529,693
|
Inventories |
(199,791)
|
(303,826)
|
Accounts receivable |
(296,832)
|
(144,269)
|
Prepaid expenses |
113,261
|
(42,262)
|
Security deposit |
|
(25,000)
|
Accounts payable and accrued expenses |
(1,649,694)
|
812,188
|
Accrued payroll and related expenses |
328,781
|
(36,649)
|
Net cash used in operating activities |
(3,460,823)
|
(203,965)
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
|
(712,335)
|
Net cash used in investing activities |
|
(712,335)
|
Cash flows from financing activities: |
|
|
Proceeds from warrant exercises |
2,574,679
|
|
Repayment of convertible notes |
(1,497,083)
|
|
Proceeds from issuance of non-convertible notes payable |
|
1,000,000
|
Bank overdrafts |
179,501
|
|
Repayment of a non-convertible notes payable |
(456,776)
|
(519,543)
|
Proceeds from factoring |
2,843,950
|
1,876,109
|
Repayments of factoring |
(1,016,389)
|
(1,985,985)
|
Net cash provided by financing activities |
2,627,882
|
370,581
|
Net increase (decrease) in cash |
(832,941)
|
(545,719)
|
Cash, beginning of year |
1,546,159
|
821,804
|
Cash, end of year |
713,218
|
276,085
|
Supplemental disclosures of cash flow information: |
|
|
Cash paid during period for interest |
309,170
|
20,646
|
Cash paid during period for taxes |
|
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
Deemed dividend for conversion price reduction of note |
23,953,940
|
|
Factoring proceeds utilized for payoff of factoring liabilities |
|
5,004,393
|
Equipment purchased by issuance of non-convertible notes payable |
|
2,840,958
|
Deemed dividend for exercise price reduction of warrants |
1,444,324
|
|
Exchange of notes to Series D Preferred |
10,000,000
|
|
Increase in right of use assets and operating lease liabilities |
1,070,298
|
199,466
|
Common shares issued upon conversion of Series Z Preferred |
|
289
|
Common shares issued upon conversion of convertible notes and accrued interest |
2,066,740
|
|
Advance utilized for equipment purchases |
|
1,193,380
|
Legal fees paid out of warrant exercise |
139,955
|
|
Advance for asset |
|
162,000
|
Related Party [Member] |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Amortization of right of use assets, net |
24,980
|
602,404
|
Changes in operating assets and liabilities: |
|
|
Principal payments made on operating lease liability |
(39,791)
|
(574,454)
|
Nonrelated Party [Member] |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Amortization of right of use assets, net |
48,935
|
43,226
|
Changes in operating assets and liabilities: |
|
|
Principal payments made on operating lease liability |
$ (25,385)
|
$ (95,160)
|
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v3.24.1.1.u2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
|
3 Months Ended |
Mar. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Overview
Greenwave
Technology Solutions, Inc. (“Greenwave”, the “Company”, “we”, “us” or “ours”) was incorporated in the State of Delaware on April
26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and
has discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”),
which operates 13 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the effectiveness
of the Certificate of Merger in Virginia.
In
December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a
fleet of approximately 50 trucks which we own, manage, and maintain.
The
accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission (the “SEC”). Our condensed consolidated financial statements include the accounts of Empire
Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc., our
wholly owned subsidiaries. All intercompany transactions were eliminated during consolidation.
Basis
of Presentation
The
interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant
to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring
adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations
for the three months ended March 31, 2024 and 2023, its cash flows for the three months ended March 31, 2024 and 2023, and its financial
position as of March 31, 2024 have been made. The results of operations for such interim periods are not necessarily indicative of the
operating results to be expected for the full year.
Certain
information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted
from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated
financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on April 16, 2024 (the “Annual Report”).
The December 31, 2023 balance sheet is derived from those statements.
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v3.24.1.1.u2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
|
3 Months Ended |
Mar. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS |
NOTE
2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of March 31, 2024, the Company had cash of $713,218 and a working capital deficit (current liabilities in excess of current assets) of
$(20,489,101). The accumulated deficit as of March 31, 2024 was $(429,326,935). These conditions raise substantial doubt about the Company’s
ability to continue as a going concern for one year from the issuance of the consolidated financial statements.
If
the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing,
if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing
or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant
debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be
impacted by market conditions and the price of the Company’s common stock.
Accordingly,
the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated
financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial
statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements
do not include any adjustments that might result should the Company be unable to continue as a going concern.
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v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles
of Consolidation
The
unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned
subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation
of stock-based compensation, payroll tax liabilities with interest and penalties, deemed
dividends, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments
of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible
assets, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Fair
Value of Financial Instruments
The
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial
Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair
value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis,
which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets,
financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial
statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit
risk.
The
Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
Cash
For
purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity
of three months or less to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had no cash equivalents. The
Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of
the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions.
As of March 31, 2024 and December 31, 2023, the uninsured balances amounted to $505,707 and $1,267,659, respectively.
Accounts
Receivable
Accounts
receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by
an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company delivers shipments of scrap
metal to customers and typically receives payment within 45 days of delivery.
The
Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable
balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses
this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected
credit losses. Accounts are written off when all efforts to collect have been exhausted. As of March 31, 2024 and December 31, 2023,
the accounts receivable balances amounted to $943,245 and $646,413, respectively.
Property
and Equipment, net
We
state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate
depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold
improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement
of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or
charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for
certain factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes.
Cost
of Revenue
The
Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling
costs to customers, and cost of other revenue, including sand.
Related
Party Transactions
Parties
are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members
of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if
one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See
Note 17 – Related Party Transactions.
Leases
The
Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified
as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease
liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s
incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset
is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset
result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.
In
calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded
short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent
expense on a straight-line basis over the lease term. See Note 12 – Leases.
Commitments
and Contingencies
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results. See Note 13 – Commitments and
Contingencies.
Revenue
Recognition
The
Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.
The
Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”)
and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales
prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s
contracts do not include multiple performance obligations or material variable consideration.
In
accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes
revenue in accordance with that core principle by applying the following:
(i) |
Identify
the contract(s) with a customer; |
(ii) |
Identify
the performance obligation in the contract; |
|
|
(iii) |
Determine
the transaction price; |
|
|
(iv) |
Allocate
the transaction price to the performance obligations in the contract; and |
|
|
(v) |
Recognize
revenue when (or as) the Company satisfies a performance obligation. |
The
Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous
and non-ferrous metals to clients.
The
Company realizes revenue upon the fulfillment of its performance obligations to customers.
Inventories
Although
we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate
the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged
vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of
the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable
value as their cost basis is not readily available. The value of our inventories was $400,219 and $ 200,428,
respectively, as of March 31, 2024 and December 31, 2023. See Note 5 – Inventories.
Advertising
The
Company charges the costs of advertising to expense as incurred. Advertising costs were $2,374 and $5,522 for the three months ended
March 31, 2024 and 2023, respectively.
Stock-Based
Compensation
Stock-based
compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based
awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes
option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including
estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value
of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application
of management’s judgment.
Income
Taxes
The
Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.
If
available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,
a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income
taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods.
Convertible
Instruments
U.S.
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial
instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of
the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,
(b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value
under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and
(c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception
to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing
Liabilities From Equity.”
Deemed
Dividend
The
Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of
the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares
for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred
shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount
on preferred stock resulting from recognition of a beneficial conversion feature.
Issuance
of Debt Instruments With Detachable Stock Purchase Warrants
Proceeds
from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based
on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion
of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to
the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative
to the debt instrument, which is amortized to interest expense using the effective interest rate method.
Environmental
Remediation Liability
The
operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws
and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the
Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon
the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable
environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.
The
Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals
as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are
issued. As of March 31, 2024 and December 31, 2023, the Company had accruals reported on the balance sheet as current liabilities of
$0 and $0, respectively, as the Company had paid all civil penalties and completed all remediation activities required under the Virginia
DEQ Consent Order dated June 30, 2021. See Note 13 —Commitments and Contingencies.
Actual
costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and
magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation
with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore
would not be included in our current liabilities.
Management
believes these contingent environmental-related liabilities have been resolved.
Long-Lived
Assets
The
Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management
at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated
at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five to ten years. When retired
or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference
less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer
List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization
of Intangible Assets.
Factoring
Agreements
We
have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions
are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and
fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these
factoring arrangements could have a material adverse effect on our financial condition. As of March 31, 2024 and December 31, 2023, the
Company owed $2,231,731 and $0, net debt discounts of $1,347,230 and $0, respectively for factoring advances. See Note 8 – Factoring
Advances and Non-Convertible Notes Payable.
Segment
Reporting
Operating
segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by
the Chief Financial Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company
currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.
Net
Earnings (Loss) Per Common Share
The
Company computes earnings (loss) per common share under ASC Subtopic 260-10, Earnings Per Share. Net loss per common share is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share,
if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into
common stock using the “treasury stock” and/or “if converted” methods, as applicable.
The
computation of basic and diluted income (loss) per share, for the three months ended March 31, 2023 and 2023 excludes potentially dilutive
securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the
common stock during the period.
Potentially
dilutive securities are as follows:
SCHEDULE
OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE
| |
March 31,
2024 | | |
March 31,
2023 | |
Common shares issuable upon conversion of convertible notes | |
| 92,067,453 | | |
| - | |
Options to purchase common shares | |
| 92,166 | | |
| 92,166 | |
Warrants to purchase common shares | |
| 32,723,490 | | |
| 9,756,876 | |
Common shares issuable upon conversion of preferred stock | |
| 49,019,608 | | |
| 1,013,500 | |
Total potentially dilutive shares | |
| 173,902,717 | | |
| 10,862,542 | |
Recent
Accounting Pronouncements
There
are various updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations
or cash flows.
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v3.24.1.1.u2
CONCENTRATIONS OF RISK
|
3 Months Ended |
Mar. 31, 2024 |
Risks and Uncertainties [Abstract] |
|
CONCENTRATIONS OF RISK |
NOTE
4 – CONCENTRATIONS OF RISK
Accounts
Receivable
The
Company has a concentration of credit risk with its accounts receivable balance. At March 31, 2024, seven certain large customers individually
accounted for $167,479, $139,090, $132,983, $109,774, $84,363, $69,186, $61,544, or 18%, 15%, 14%, 12%, 9%, 7%, and 7%, respectively.
At December 31, 2023, six certain large customers individually accounted for $154,090, $95,510, $95,219, $62,057, $59,932, and $54,007,
or 23.84%, 14.78%, 14.74%, 9.60%, 9.27%, and 8.35%, respectively.
Customer
Concentrations
The
Company has a concentration of customers. For the three months ended March 31, 2024, two customers individually accounted for $5,688,064
and $478,248, or approximately 67% and 6% of our revenues, respectively. For the three months ended March 31, 2023, two customers individually
accounted for $5,200,126 and $536,624, or
approximately
58% and 6% of our revenues, respectively.
The
Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.
|
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v3.24.1.1.u2
INVENTORIES
|
3 Months Ended |
Mar. 31, 2024 |
Inventory Disclosure [Abstract] |
|
INVENTORIES |
NOTE
5 – INVENTORIES
Inventories
as of March 31, 2024 and December 31, 2023 consisted of the following:
SCHEDULE
OF INVENTORIES
| |
March 31,
2024 | | |
December 31, 2023 | |
Processed and unprocessed scrap metal | |
$ | 400,219 | | |
$ | 200,428 | |
Finished products | |
| - | | |
| - | |
Inventories | |
$ | 400,219 | | |
$ | 200,428 | |
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v3.24.1.1.u2
PROPERTY AND EQUIPMENT
|
3 Months Ended |
Mar. 31, 2024 |
Property, Plant and Equipment [Abstract] |
|
PROPERTY AND EQUIPMENT |
NOTE
6 – PROPERTY AND EQUIPMENT
Property
and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows:
SCHEDULE
OF PROPERTY AND EQUIPMENT
| |
March 31,
2024 | | |
December 31,
2023 | |
Machinery and Equipment | |
$ | 18,028,893 | | |
$ | 18,028,893 | |
Furniture and Fixtures | |
| 6,128 | | |
| 6,128 | |
Land | |
| 980,129 | | |
| 980,129 | |
Buildings | |
| 724,170 | | |
| 724,170 | |
Vehicles | |
| 7,149,919 | | |
| 7,149,919 | |
Leaseholder Improvements | |
| 1,862,593 | | |
| 1,862,593 | |
Subtotal | |
| 28,751,832 | | |
| 28,751,832 | |
| |
| | | |
| | |
Less accumulated depreciation | |
| (6,155,581 | ) | |
| (5,256,392 | ) |
Property and equipment, net | |
$ | 22,596,251 | | |
$ | 23,495,440 | |
Depreciation
expense for the three months ended March 31, 2024 and 2023 was $899,190 and $529,228, respectively
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v3.24.1.1.u2
AMORTIZATION OF INTANGIBLE ASSETS
|
3 Months Ended |
Mar. 31, 2024 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
AMORTIZATION OF INTANGIBLE ASSETS |
NOTE
7 – AMORTIZATION OF INTANGIBLE ASSETS
All
of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021.
Identified intangible assets consisted of the following at the dates indicated below:
SCHEDULE
OF INTANGIBLE ASSETS
| |
March 31, 2024 | | |
|
| |
Gross carrying amount | | |
Accumulated amortization | | |
Carrying value | | |
Estimated remaining useful life |
Intellectual Property | |
$ | 3,036,000 | | |
$ | (1,518,000 | ) | |
$ | 1,518,000 | | |
2.75 years |
Customer List | |
| 2,239,000 | | |
| (559,750 | ) | |
| 1,679,250 | | |
7.75 years |
Licenses | |
| 21,274,000 | | |
| (5,318,500 | ) | |
| 15,955,500 | | |
7.75 years |
Total intangible assets, net | |
$ | 26,549,000 | | |
$ | (7,396,250 | ) | |
$ | 19,152,750 | | |
|
| |
December 31, 2023 | | |
Remaining |
| |
Gross carrying amount | | |
Accumulated amortization | | |
Carrying value | | |
estimated useful life |
Intellectual Property | |
$ | 3,036,000 | | |
$ | (1,366,200 | ) | |
$ | 1,669,800 | | |
3 years |
Customer List | |
| 2,239,000 | | |
| (503,775 | ) | |
| 1,735,225 | | |
8 years |
Licenses | |
| 21,274,000 | | |
| (4,786,650 | ) | |
| 16,487,350 | | |
8 years |
Total intangible assets, net | |
$ | 26,549,000 | | |
$ | (6,656,625 | ) | |
$ | 19,892,375 | | |
|
Amortization
expense for intangible assets was $739,625 and $739,625 for the three months ended March 31, 2024 and 2023, respectively.
Total
estimated amortization expense for our intangible assets for the years 2024 through 2028 is as follows:
SCHEDULE
OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 2,218,875 | |
2025 | |
| 2,958,500 | |
2026 | |
| 2,806,700 | |
2027 | |
| 2,351,300 | |
2028 | |
| 2,351,300 | |
Thereafter | |
| 6,466,075 | |
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v3.24.1.1.u2
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE
|
3 Months Ended |
Mar. 31, 2024 |
Factoring Advances And Non-convertible Notes Payable |
|
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE |
NOTE
8 – FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE
Factoring
Advances
On
February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,340,000 for a purchase price of
$970,000. There was an origination fee of $30,000. There were cash proceeds of $970,000 during the three months ended March 31, 2024.
The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly
payments in the amount $25,800 through January 2025. The advance matured on January 23, 2025. There was amortization of debt discount
of $60,656 during the three months ended March 31, 2024. The Company made cash repayments of $206,400 during the three months ended March
31, 2024. As of March 31, 2024, the revenue factoring advance had a balance of $824,256, net an unamortized debt discount of $309,344.
In April 2024, the Company settled the advance for $400,000. The advance is retired.
On
February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $822,000 for a purchase price of $572,950.
There was an origination fee of $27,050. There were cash proceeds of $572,950 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$30,444 through August 2024. The advance matured on August 31, 2024. There was amortization of debt discount of $64,075 during the three
months ended March 31, 2024. The Company made cash repayments of $243,556 during the three months ended March 31, 2024. As of March 31,
2024, the revenue factoring advance had a balance of $393,469, net an unamortized debt discount of $184,975. In May 2024, the Company
settled the advance for $400,000. The advance is retired.
On
February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $559,600 for a purchase price of $376,000.
There was an origination fee of $24,000. There were cash proceeds of $376,000 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$25,436 through July 2024. The advance matured on July 15, 2024. There was amortization of debt discount of $41,545 during the three
months ended March 31, 2024. The Company made cash repayments of $97,745 during the three months ended March 31, 2024. As of March 31,
2024, the revenue factoring advance had a balance of $319,800, net an unamortized debt discount of $142,055.
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,499,000 for a purchase price of $700,000.
There was an origination fee of $300,000. There were cash proceeds of $700,000 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$125,000 through June 2024. The advance matured on June 6, 2024. There was amortization of debt discount of $208,435 during the three
months ended March 31, 2024. The Company made cash repayments of $375,000 during the three months ended March 31, 2024. As of March 31,
2024, the revenue factoring advance had a balance of $533,435, net an unamortized debt discount of $590,565.
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $374,750 for a purchase price of $225,000.
There was an origination fee of $25,000. There were cash proceeds of $225,000 during the three months ended March 31, 2024. The Company’s
Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount
$23,422 through July 2024. The advance matured on July 7, 2024. There was amortization of debt discount of $29,459 during the three months
ended March 31, 2024. The Company made cash repayments of $93,688 during the three months ended March 31, 2024. As of March 31, 2024,
the revenue factoring advance had a balance of $160,771, net an unamortized debt discount of $120,291.
The
remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation
D thereunder in 2018. As of March 31, 2024 and December 31, 2023, the Company owed $85,000 for Simple Agreements for Future Tokens.
Non-Convertible
Notes Payable
On
April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the
Company’s Chief Executive Officer in the principal amount of $74,186. GM Financial financed $65,000 of the purchase price of the
vehicle and the Company was required to make a $10,000 down payment. There was a $2,400 rebate applied to the purchase price. The Company
is required to make 60 monthly payments of $1,236. During the three months ended March 31, 2024 and 2023, the Company made $5,679 and
$3,267 in payments towards the financing agreement, respectively. There was amortization of debt discount of $447 and $442 during the
three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the financing agreement had a balance
of $29,280 and $34,312, net an unamortized debt discount of $5,651 and $6,298, respectively.
On
April 21, 2022, the Company entered into a secured promissory note in the principal amount of $964,470 for the financing and installation
of a piece of equipment in the amount $750,000. The Company is required to make monthly payments in the amount $6,665 through October
2022 and monthly payments of $19,260 until October 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the
Company, and matures on October 21, 2026. During the three months ended March 31, 2024 and 2023, the Company made $31,192 and $56,115
in payments towards the note, respectively. There was amortization of debt discount of $9,508 and $11,741 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $434,245 and $455,929 net
an unamortized debt discount of $97,589 and $107,097, respectively.
On
September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount
of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476
until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $4,564
and $4,214 during the three months ended March 31, 2024 and 2023, respectively. The Company made interest payments of $8,865 and $9,214
during the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a principal balance
of $574,663 and $579,227 and accrued interest of $3,070 and $2,991 respectively.
On
September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount
of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476
until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $4,564
and $4,214 during the three months ended March 31, 2024 and 2023, respectively. The Company made interest payments of $8,865 and $9,214
during the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a principal balance
of $574,663 and $579,227 and accrued interest of $2,904 and $2,991, respectively.
On
September 14, 2022, the Company entered into a secured promissory note in the principal amount of $2,980,692 for a purchase price of
$2,505,000. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount $82,797
through September 2025. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on September
14, 2025. There was amortization of debt discount of $25,048 and $39,509 during the three months ended March 31, 2024 and 2023, respectively.
There were payments of $135,197 and $248,391 towards the note during the three months ended March 31, 2024 and 2023, respectively. As
of March 31, 2024 and December 31, 2023, the note had a balance of $1,158,644 and $1,268,792 net an unamortized debt discount of $146,436
and $171,484, respectively.
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,539,630 for a purchase price of $1,078,502.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,410 through
March 2023 and then monthly payments in the amount of $20,950 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $16,939 and $18,048 during
the three months ended March 31, 2024 and 2023, respectively. There were payments of $33,978 and $19,515 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $780,388 and $797,427 net
an unamortized debt discount of $335,065 and $352,005, respectively.
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,560,090 for a purchase price of $1,092,910.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,630 through
March 2023 and then monthly payments in the amount of $21,225 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $17,187 and $18,285 during
the three months ended March 31, 2024 and 2023. respectively. There were payments of $34,424 and $21,260 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $788,712 and $805,949 net
an unamortized debt discount of $339,976 and $357,164, respectively.
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,597,860 for a purchase price of $1,119,334.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,860 through
March 2023 and then monthly payments in the amount of $21,740 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $17,520 and $18,729 during
the three months ended March 31, 2024 and 2023, respectively. There were payments of $35,460 and $21,270 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 202, the note had a balance of $810,554 and $827,495 net
an unamortized debt discount of $346,549 and $364,069 , respectively.
On
December 15, 2022, the Company entered into a secured promissory note in the principal amount of $1,557,435 for a purchase price of $1,093,380.
The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,585 through
March 2023 and then monthly payments in the amount of $21,190 through March 2029. The note bears an interest rate of 10.6%, is secured
by certain assets of the Company, and matures on March 15, 2029. There was amortization of debt discount of $16,916 and $18,302 during
the three months ended March 31, 2024 and 2023, respectively. There were payments of $34,341 and $21,170 during the three months ended
March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $790,475 and $807,900, net
an unamortized debt discount of $336,452 and $353,367, respectively.
On
January 10, 2023, the Company entered into a secured promissory note in the principal amount of $1,245,018 for a purchase price of $1,021,500.
The note is secured by certain assets of the Company. There were cash proceeds of $1,000,000. The Company is required to make monthly
payments in the amount of $10,365 through March 2023 and then monthly payments in the amount of $34,008 through March 2026. The note
bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of
$16,261 and $15,288 during the three months ended March 31, 2024 and 2023, respectively. There were payments of $55,146 and $10,365 during
the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the note had a balance of $609,359
and $648,244, net an unamortized debt discount of $126,693 and $142,954, respectively.
On
January 12, 2023, the Company entered into a secured promissory note in the principal amount of $1,185,810 for a purchase price of $832,605.
The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment. The Company
is required to make monthly payments in the amount of $8,030 through April 2023 and then monthly payments in the amount of $16,135 through
April 2028. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on April 12, 2028. There
was amortization of debt discount of $16,172 and $14,187 during three months ended March 31, 2024 and 2023, respectively. There were
payments of $13,078 and $8,030 during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December
31, 2023, the note had a balance of $623,970 and $620,876, net an unamortized debt discount of $261,779 and $277,951, respectively.
On
February 23, 2023, the Company entered into a secured promissory note in the principal amount of $822,040 for a purchase price of $628,353.
The note is secured by certain assets of the Company. There were non-cash proceeds of $628,253 used to purchase equipment. The Company
is required to make monthly payments in the amount of $6,370 through June 2023 and then monthly payments in the amount of $16,595 through
June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 23, 2027. There
was amortization of debt discount of $772 and $4,043 during three months ended March 31, 2024 and 2023, respectively. There were payments
of $38,804 and $16,595 during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023,
the note had a balance of $476,209 and $514,241, net an unamortized debt discount of $10,007 and $10,779, respectively.
On
February 24, 2023, the Company entered into a secured promissory note in the principal amount of $1,186,580 for a purchase price of $832,605.
The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment. The Company
is required to make monthly payments in the amount of $9,185 through June 2023 and then monthly payments in the amount of $23,955 through
June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 24, 2027. There
was amortization of debt discount of $21,548 and $6,189 during the three months ended March 31, 2024 and 2023, respectively. There were
payments of $26,884 and $0 during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31,
2023, the note had a balance of $655,425 and $660,761, net an unamortized debt discount of $279,412 and $300,960, respectively.
On
April 12, 2023, the Company entered into a secured promissory note in the principal amount of $317,415 for a purchase price of $219,676.
The note is secured by certain assets of the Company. There were non-cash proceeds of $219,676 used to purchase equipment. The Company
is required to make monthly payments in the amount of $2,245 through August 2023 and then monthly payments in the amount of $4,315 through
July 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on July 12, 2029. There
were payments of $3,466 during the three months ended March 31, 2024. There was amortization of debt discount of $3,137 during the three
months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, the note had a balance of $183,334 and $183,663, net an unamortized
debt discount of $66,501 and $69,638, respectively.
On
July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer
in the principal amount of $17,218,350. The note was for the purchase of certain equipment from an entity controlled by the Company’s
Chief Executive Officer and is secured by such equipment. There were non-cash proceeds of $17,218,350 used to purchase equipment. The
note is junior to the senior secured debt entered into by the Company on the same date. The note matures on July 31, 2043 and accrues
interest at 7% per annum. The note requires interest-only payments until the senior secured debt is fully satisfied. The Company made
payments of $0 and $291,440 towards the principal and interest, respectively, during the three months ended March 31, 2024. On March
29, 2024, the holder of the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 –
Stockholders’ Equity). As of March 31, 2024 and December 31, 2023, the note had a balance of $7,218,350 and $17,218,350, respectively.
The
following table details the current and long-term principal due under non-convertible notes as of March 31, 2024.
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE
| |
Principal (Current) | | |
Principal (Long Term) | |
GM Financial (Issued April 11, 2022) | |
$ | 18,546 | | |
$ | 16,385 | |
Non-Convertible Note (Issued March 8, 2019) | |
| - | | |
| 5,000 | |
Deed of Trust Note (Issued September 1, 2022) | |
| 53,712 | | |
| 520,951 | |
Deed of Trust Note (Issued September 1, 2022) | |
| 53,712 | | |
| 520,951 | |
Equipment Finance Note (Issued April 21, 2022) | |
| 231,120 | | |
| 300,714 | |
Equipment Finance Note (Issued September 14, 2022) | |
| 993,564 | | |
| 311,516 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 251,400 | | |
| 864,054 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 254,700 | | |
| 873,989 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 260,880 | | |
| 896,224 | |
Equipment Finance Note (Issued December 15, 2022) | |
| 254,280 | | |
| 872,646 | |
Equipment Finance Note (Issued January 10, 2023) | |
| 408,096 | | |
| 327,956 | |
Equipment Finance Note (Issued January 12, 2023) | |
| 193,620 | | |
| 692,129 | |
Equipment Finance Note (Issued February 24, 2023) | |
| 287,460 | | |
| 647,377 | |
Equipment Finance Note (Issued February 23, 2023) | |
| 193,620 | | |
| 292,595 | |
Equipment Finance Note (Issued April 12, 2023) | |
| 51,780 | | |
| 198,055 | |
Related-party Equipment Note (Issued July 31, 2023) | |
| - | | |
| 7,218,350 | |
SAFTs | |
| - | | |
| 85,000 | |
Debt Discount | |
| (754,863 | ) | |
| (1,597,247 | ) |
Total Principal of Non-Convertible Notes | |
$ | 2,751,627 | | |
$ | 13,046,645 | |
Total
principal payments due on non-convertible notes for 2024 through 2028 and thereafter is as follows:
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 2,629,867 | |
2025 | |
| 3,528,100 | |
2026 | |
| 1,530,119 | |
2027 | |
| 809,342 | |
2028 | |
| 785,128 | |
Thereafter | |
| 8,867,826 | |
|
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v3.24.1.1.u2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
3 Months Ended |
Mar. 31, 2024 |
Payables and Accruals [Abstract] |
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
NOTE
9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As
of March 31, 2024 and December 31, 2023, the Company owed accounts payable and accrued expenses of $5,122,300 and $6,100,449, respectively.
These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| |
March 31,
2024 | | |
December 31,
2023 | |
Accounts Payable | |
$ | 1,908,575 | | |
$ | 1,884,973 | |
Credit Cards | |
| 26,639 | | |
| 1,756 | |
Accrued Interest | |
| 2,165,705 | | |
| 2,074,016 | |
Accrued Expenses | |
| 1,021,381 | | |
| 2,139,704 | |
Total Accounts Payable and Accrued Expenses | |
$ | 5,122,300 | | |
$ | 6,100,449 | |
|
X |
- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
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v3.24.1.1.u2
ACCRUED PAYROLL AND RELATED EXPENSES
|
3 Months Ended |
Mar. 31, 2024 |
Accrued Payroll And Related Expenses |
|
ACCRUED PAYROLL AND RELATED EXPENSES |
NOTE
10 – ACCRUED PAYROLL AND RELATED EXPENSES
The
Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including
payroll for 2018, 2019, 2020, and 2021. As of March 31, 2024 and December 31, 2023, the Company owed payroll tax liabilities, including
penalties, of $4,009,213 and $4,089,836 , respectively, to federal and state taxing authorities. The actual liability may be higher or
lower due to interest or penalties assessed by federal and state taxing authorities.
|
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v3.24.1.1.u2
CONVERTIBLE NOTES PAYABLE
|
3 Months Ended |
Mar. 31, 2024 |
Debt Disclosure [Abstract] |
|
CONVERTIBLE NOTES PAYABLE |
NOTE
11 – CONVERTIBLE NOTES PAYABLE
On
July 3, 2023, the Company closed a bridge financing in the principal amount of $1,031,250 for a purchase price of $825,000 with certain
accredited investors. The bridge notes matured on July 31, 2023 and were personally guaranteed by the Company’s Chief Executive
Officer. The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired.
On
July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company
sold, and the investors purchased, approximately $15,000,000,
which consisted of approximately $13,188,750
in cash and $1,031,250
of existing debt of
the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible
notes and warrants and $500,000
in notes issued as commission.
The transaction closed on August 1, 2023. The Senior Notes were issued with an original issue discount of 16.67%,
do not bear interest, unless in the event of an event of default, in which case the notes bear interest at the rate of 18%
per annum until such default has been cured, and mature after 24 months, on July
31, 2025. The aggregate
principal amount of the notes is $18,000,000.
The Company will pay to the Investors an aggregate of $1,000,000
per month beginning
on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible into
shares of the Company’s common stock, par value $0.001
per share (“Common
Stock”), at a conversion price per share of $1.50,
subject to adjustment under certain circumstances described in the Senior Notes. There is a 125%
conversion premium for any principal converted to shares of common stock. In
occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert
all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption
Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading
Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the
VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days
with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day
immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor
price of $0.196. To secure
its obligations thereunder and under the Purchase Agreement, the Company has granted a security interest over substantially all of its
assets to the collateral agent for the benefit of the Investors, pursuant to a security agreement and a related trademark security agreement.
The Company has the option to redeem the Senior Notes at a 10%
redemption premium. There is a 125%
change in control redemption premium. The maturity date of the Senior Notes also may be extended by the holders under circumstances specified
therein. The Company estimated the fair value of the
warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%,
(2) expected volatility of 93%,
(3) risk-free interest rate of 5.06% and (4) expected life of 5.01
years.
During
the three months ended March 31, 2024, there was amortization of debt discount of $1,225,307.
During the three months ended March 31, 2024, the Company made cash payments of $1,497,083
on the principal of the convertible notes. During the three months ended March 31, 2024, holders converted $2,066,740
of principal into 10,864,690
shares of common stock with a fair value of $2,031,677 (see Note 14 – Stockholder’s Equity). The Company
realized a $24,198
gain on conversion of notes during the three months ended March 31, 2024.
On
March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the
Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next
four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts
now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including
the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common
Stock on the three (3) most recent Trading Days is less than $0.25, the Holder cannot convert the Note into Common Stock and (B) if the
average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $0.25 or greater, there
shall be no limitations as to the amount of the Note that may be converted into Common Stock.
On
March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $1.02
to $0.196 per share. During the three months ended March 31, 2024, the Company credited additional paid in capital $23,953,940 for a
deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair
value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2)
expected volatility of 93%, (3) risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.
As
of March 31, 2024 and December 31, 2023, the carrying value of the convertible notes was $9,759,725 and $12,098,241, net of unamortized
debt discount of $4,676,452 and $5,901,759, respectively.
As
of March 31, 2024, the current and non-current portions of the note are $6,756,732 and $3,002,992, net unamortized debt discounts of
$3,237,544 and $1,438,908, respectively.
As
of December 31, 2023, the current and non-current portions of the note are $8,065,494 and $4,032,747 net unamortized debt discounts
of $3,394,506 and $1,967,253, respectively.
The
maturity date of the convertible notes outstanding at March 31, 2024 is:
SCHEDULE
OF MATURITY DATES OF CONVERTIBLE NOTES
Maturity Date | |
Principal
Balance Due | |
2024 | |
$ | 5,000,000 | |
2025 | |
$ | 9,436,177 | |
Total Principal Outstanding | |
$ | 14,436,177 | |
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v3.24.1.1.u2
LEASES
|
3 Months Ended |
Mar. 31, 2024 |
Leases [Abstract] |
|
LEASES |
NOTE
12 – LEASES
Property
Leases (Operating Leases)
The
Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. The Company
determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”)
assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation
to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease
based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining
the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments
and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term
is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying
asset, together with any options to extend that the Company is reasonably certain to exercise.
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $30,699 in ROU assets and $31,061 in lease liabilities
for an office lease. Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every
year beginning on April 1, 2022. The lease had an expiration date of March 31, 2024 and Empire was required to make a security deposit
of $1,150. The Company does not have an option to extend the lease. The Company cannot sublease the office under the lease agreements.
The Company did not renew the lease.
On
October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing
of the Company’s Virginia Beach metal recycling location. Under the terms of the leases, Empire is required to pay $9,677 for the
prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of every
year thereafter. The lease had an expiration date of January 1, 2024 and the Company has two options to extend the leases by 5 years
per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot
sublease any of the properties under the lease agreements. The Company terminated the lease on August 1, 2023.
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 which was expected to be on April 1, 2022 but shall be no later than 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.
Effective
February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of
Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340. Under the
terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3%
on January 1, 2023. The lease had an expiration of January 1, 2024 and the Company has two options to extend the lease by 5 years per
option. The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms
and conditions. In the event the Company does not exercise the options, the lease will continue on a month-to-month basis. The Company
cannot sublease the property under the lease agreement. The Company terminated the lease on August 1, 2023.
Effective
October 13, 2022, the Company entered into an office space/land lease agreement for the leasing of 900 Broad Street, Suite C, Portsmouth,
VA 23707. Under the terms of the lease, the Company is required to pay $4,300 per month for the facility beginning November 1, 2022 and
increasing by 3% on January 1, 2023. The lease expires on December 31, 2027 and the Company has two options to extend the lease by 5
years per option. The Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the
same terms and conditions. In the event the Company does not exercise the options, the lease will continue a month-to-month basis. The
Company cannot sublease the property under the lease agreement.
Effective
January 1, 2023, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of
Greenwave for the leasing of the Company’s Chesapeake facility located at 101 Freeman Ave, Chesapeake, VA 23324. Under the terms
of the lease, the Company is required to pay $9,000 per month for the facility beginning January 1, 2023 and increasing by 3% on January
1, 2024. The lease expires on January 1, 2025 and the Company has two options to extend the lease by 5 years per option. The Company
also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions. In
the event the Company does not exercise the options, the lease will continue on a month-to-month basis. The Company cannot sublease the
property under the lease agreement.
On
July 31, 2023, the Company terminated the leases for 12 scrap yards. There was a gain on termination of lease of $108,863 during the
year ended December 31, 2023. Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards from an entity controlled
by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent
of $54,970 per month.
On
March 15, 2024, the
Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. 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; $24,000 from March 1, 2026 to February 28, 2027; $25,000 from March 1, 2027 to
February 28, 2028; $25,750 from March 1, 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, include two options to extend for five
years each, and the Company was required to make a security deposit of $17,000.
The Company has the option to purchase the property for $3,277,000
until February 28, 2024.
Automobile
Leases (Operating Leases)
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $26,804 in ROU assets and $18,661 in lease liabilities
for an automobile lease. Under the terms of the lease, Empire is required to pay $750 per month until the lease expires on February 18,
2025 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the
terms of the lease.
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $34,261 in ROU assets and $27,757 in lease liabilities
for an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until the lease expires on February 15,
2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the
terms of the lease.
On
April 1, 2021, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire is required
to pay $2,700 per month thereafter for a period of 24 months. The lease expired on March 31, 2023 and the Company does not have an option
to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease.
On
December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required
to pay $18,000 for the first month and $1,000 per month thereafter for 60 months. The lease expires on December 23, 2025 and the Company
does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.
On
July 1, 2022, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire was required
to pay $2,930 per month thereafter for a period of 24 months. The lease expires on July 31, 2024 and the Company does not have an option
to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease.
ROU
assets and liabilities consist of the following:
SCHEDULE
OF ASSETS AND LIABILITIES
| |
March 31,
2024 | | |
December 31,
2023 | |
ROU assets – related party | |
$ | 78,842 | | |
$ | 103,822 | |
ROU assets | |
| 1,219,921 | | |
| 198,558 | |
Total ROU assets | |
| 1,298,763 | | |
| 302,380 | |
| |
| | | |
| | |
Current portion of lease liabilities – related party | |
$ | 83,430 | | |
$ | 111,240 | |
Current portion of lease liabilities | |
| 288,212 | | |
| 89,731 | |
Long term lease liabilities, net of current portion | |
| 929,394 | | |
| 94,943 | |
Total lease liabilities | |
$ | 1,301,036 | | |
$ | 295,914 | |
Aggregate
minimum future commitments under non-cancellable operating leases and other obligations at March 31, 2024 were as follows:
SCHEDULE
OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 298,019 | |
2025 | |
| 331,545 | |
2026 | |
| 336,476 | |
2027 | |
| 312,448 | |
2028 | |
| 307,500 | |
2029 | |
| 77,250 | |
Total Minimum Lease Payments | |
$ | 1,663,238 | |
Less: Imputed Interest | |
$ | (362,202 | ) |
Present Value of Lease Payments | |
$ | 1,301,036 | |
Less: Current Portion | |
$ | (371,642 | ) |
Long Term Portion | |
$ | 929,394 | |
The
Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense
related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended March
31, 2024 and 2023 was $279,419 and $747,778, respectively. At March 31, 2024, the leases had a weighted average remaining lease term
of 4years and a weighted average discount rate of 10%.
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- DefinitionThe entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.
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v3.24.1.1.u2
COMMITMENTS AND CONTINGENCES
|
3 Months Ended |
Mar. 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCES |
NOTE
13 – COMMITMENTS AND CONTINGENCES
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results.
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v3.24.1.1.u2
STOCKHOLDERS’ EQUITY
|
3 Months Ended |
Mar. 31, 2024 |
Equity [Abstract] |
|
STOCKHOLDERS’ EQUITY |
NOTE
14 – STOCKHOLDERS’ EQUITY
Preferred
Stock
The
Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.
Series
D
On
March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $0.001 per share (the “Series
D”). The Series D has a $10,000 stated value per share. The Series D is
convertible into the Company’s common stock at $0.204 per share, subject to adjustment as set forth therein, except the Preferred
Stock is not convertible until such time as the currently outstanding senior secured indebtedness of the Company has been satisfied in
full. In addition, the Company has the right to redeem the Series D in cash or shares of
its Common Stock.
On
March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM
agreed to exchange $10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the DWM for
shares of the Company’s newly created Series D.
As
of March 31, 2024, there were 1,000 shares of Series D to be issued.
Common
Stock
The
Company is authorized to issue 1,200,000,000 shares of common stock, par value $0.001 per share.
During
the three months ended March 31, 2024, the Company issued 16,035,834
shares of common stock and had 241,373
shares to be issued for the exercise of warrants
for cash proceeds of $2,574,679,
payment of legal fees $139,955,
along with subscription receivable of $67,923.
The Company issued extra shares with a value of $.
The Company contributed $2,818,464
to additional paid in capital for these exercises.
During
the three months ended March 31, 2024, the Company issued 10,864,690
shares of common stock for the conversion of
debt in the principal amount of $2,066,740
with a fair value of $2,031,677. The Company realized a $24,198 gain on conversion. The Company contributed $2,031,677 to additional
paid in capital for these conversions.
As
of March 31, 2024 and December 31, 2023, there were 43,864,860 and 16,964,336, respectively, shares of common stock issued and outstanding.
As of March 31, 2024 and December 31, 2023, there were 241,373 and 0, respectively, shares of common stock to be issued.
Additional
Paid in Capital
During
the three months ended March 31, 2024, the Company credited additional paid in capital $288,900 for the fair value of warrants issued
as commission for its warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model
based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 122.93%, (3) risk-free interest rate of 4.21%,
and (4) expected life of 5 years.
During
the three months ended March 31, 2024, the Company credited additional paid in capital $3,029,927 for the fair value of warrants issued
for its warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following
assumptions: (1) dividend yield of 0%, (2) expected volatility of 123.05%, (3) risk-free interest rate of 4.22%, and (4) expected life
of 5 years.
During
the three months ended March 31, 2024, the Company credited additional paid in capital $23,943,940 for a deemed dividend for the triggering
of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using
the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 93%, (3)
risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.
During
the three months ended March 31, 2024, the Company credited additional paid in capital $1,444,324 for a deemed dividend for the reduction
in the exercise price of certain warrants. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing
Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 108.49%, (3) risk-free interest rate of
4.36%, and (4) expected life of 5 years.
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v3.24.1.1.u2
WARRANTS
|
3 Months Ended |
Mar. 31, 2024 |
Warrants |
|
WARRANTS |
NOTE
15 – WARRANTS
On
March 18, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing warrants,
pursuant to which it issued 16,035,834
shares of common stock and recorded an additional 241,373 shares to be issued for cash proceeds of $2,574,679,
payment of legal fees $139,955,
along with subscription receivable of $67,923, and
were issued new warrants to purchase 27,544,788 shares
of common stock at an exercise price of $0.204
per share. On March 18, 2024, the Company realized a deemed dividend of $1,444,324
for a deemed dividend for the reduction in the exercise price. On March 18, 2024, the Company realized an expense for the issuance
of new warrants for the inducement of $3,029,927.
On
March 29, 2024, the Company issued 2,700,000 warrants to purchase common stock to its financial advisor, for which it realized an expense
of $288,900 for the fair value of the warrants.
A
summary of the warrant activity for the three months ended March 31, 2024 is as follows:
SCHEDULE
OF WARRANT ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2023 | |
| 18,649,802 | | |
$ | 0.89 | | |
| 3.99 | | |
$ | 1,388,582 | |
Granted | |
| 30,350,895 | | |
$ | 0.204 | | |
| | | |
| | |
Exercised | |
| (16,277,207 | ) | |
$ | 0.204 | | |
| | | |
| | |
Cancelled/Exchanged | |
| - | | |
| - | | |
| | | |
| | |
Outstanding at March 31, 2024 | |
| 32,723,490 | | |
$ | 0.204 | | |
| 4.83 | | |
$ | 11,449 | |
Exercisable at March 31, 2024 | |
| 32,723,490 | | |
$ | 0.204 | | |
| 4.83 | | |
$ | 11,449 | |
SCHEDULE
OF WARRANT EXERCISABLE
Exercise Price | | |
Warrants Outstanding | | |
Weighted Avg. Remaining Life | | |
Warrants Exercisable | |
$ | 0.01 | | |
| 103,144 | | |
| 4.34 | | |
| 103,44 | |
| 0.204 | | |
| 32,620,346 | | |
| 4.83 | | |
| 32,620,346 | |
| | | |
| 32,723,490 | | |
| 4.83 | | |
| 32,723,490 | |
The
aggregate intrinsic value of outstanding stock warrants was $11,449 based on warrants with an exercise price less than the Company’s
stock price of $0.121 as of March 31, 2024 which would have been received by the warrant holders had those holders exercised the warrants
as of that date.
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v3.24.1.1.u2
STOCK OPTIONS
|
3 Months Ended |
Mar. 31, 2024 |
Share-Based Payment Arrangement [Abstract] |
|
STOCK OPTIONS |
NOTE
16 – STOCK OPTIONS
Our
stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December
2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive
Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021
Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, and our 2023 Equity
Incentive Plan in October 2023 (“2023 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan,
2021 Plan, and 2022 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under
each. As of March 31, 2024, the Company had granted an aggregate of 490,296 securities under the Plans since inception, with 891,371
shares available for future issuances.
The
Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock
options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,
including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out
in cash as determined by the committee administering the Prior Plans.
Option
valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using
the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life
of options based on the contractual life of the options.
There
were no options issued during the three months ended March 31, 2024.
A
summary of the stock option activity for the three months ended March 31, 2024 as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2023 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.49 | | |
$ | - | |
Granted | |
| - | | |
| | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
Forfeiture/Cancelled | |
| - | | |
| | | |
| | | |
| | |
Outstanding at March 31, 2024 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.24 | | |
$ | - | |
Exercisable at March 31, 2024 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.24 | | |
$ | - | |
SCHEDULE
OF STOCK OUTSTANDING AND EXERCISABLE
Exercise Price | | |
Number of Options | | |
Remaining Life In Years | | |
Number of Options Exercisable | |
$ | 23.00-75.00 | | |
| 44,368 | | |
| 4.01 | | |
| 44,368 | |
| 75.01-150.00 | | |
| 6,476 | | |
| 3.01 | | |
| 6,476 | |
| 150.01-225.00 | | |
| 6,079 | | |
| 2.37 | | |
| 6,079 | |
| 225.01-300.00 | | |
| 33,133 | | |
| 2.45 | | |
| 33,133 | |
| 300.01-321.00 | | |
| 2,110 | | |
| 2.35 | | |
| 2,110 | |
| | | |
| 92,166 | | |
| | | |
| 92,166 | |
The
aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s
stock price of $0.121 as of March 31, 2024, which would have been received by the option holders had those option holders exercised their
options as of that date.
The
fair value of all options that vested during the three months ended March 31, 2024 and 2023 was $0 and $0, respectively. Unrecognized
compensation expense of $0 as of March 31, 2024 will be expensed in future periods.
|
X |
- DefinitionThe entire disclosure for share-based payment arrangement.
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v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
|
3 Months Ended |
Mar. 31, 2024 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
17 – RELATED PARTY TRANSACTIONS
Agreements
with Danny Meeks and Affiliates of Danny Meeks
On
January 1, 2023, the Company
entered into a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive
Officer. Under the terms of the lease agreement, the Company pays $9,000 per month in rent, increasing 3% on January 1st of
each year. The lease expires on January 1, 2025 and the Company has two options to extend the lease by a term of five years per option.
Since August 1, 2023, the Company has been renting
the land underlying 13 scrap yards from an entity controlled by the Company’s Chief Executive Officer, including the lease for
the Chesapeake location described above, for an aggregate rent of $54,970 per month.
From
January 1 to March 31, 2024, the Company paid rent of $192,720 to an entity controlled by the Company’s Chief Executive Officer,
including the lease for the Chesapeake location and 13 scrap yards described above. As of March 31, 2024 and December 31, 2023, the Company
owed $1,166,940 and $2,070,402, respectively, in accrued rent and reimbursements to an entity controlled by the Company’s Chief
Executive Officer.
On
July 31, 2023, the Company entered into a Bill of Sale (the “Bill of Sale”) with DWM Properties LLC (“DWM”),
an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase
certain assets held by DWM in exchange for the issuance of a secured promissory note to DWM (the “DWM Note”) in an aggregate
principal amount equal to $17,218,350. The assets included two automotive shredders and a downstream processing system with a cost basis
of $7,367,500 and a fair value of $17,218,350. The Company has recorded the equipment on its financial statements at its cost basis and
recognized a $9,850,850 loss on asset during the year ended December 31, 2023. The equipment was purchased in 2022. The transaction was
negotiated at arms-length. The DWM Note bears interest at a rate of 7% per annum and matures on the twentieth (20th) anniversary
of the issuance thereof. Interest on the DWM Note is payable on the first business day of each calendar month, provided that commencing
on the first business day of the calendar month following the date on which no Senior Notes remain outstanding, the Company shall pay
to DWM equal payments of interest and principal until the DWM Note is repaid in its entirety. The Company made payments of $0 and $291,440
towards the principal and interest, respectively, during the three months ended March 31, 2024. On March 29, 2024, the holder of the
note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 – Stockholders’ Equity).
As of March 31, 2024 and December 31, 2023, the note had a balance of $7,218,350 and $17,218,350, respectively.
During
the three months ended March 31, 2024, the Company provided $64,082 in hauling services to an entity controlled by the Company’s
Chief Executive Officer.
During
the three months ended March 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $342,319
for hauling services rendered to the Company.
During
the three months ended March 31, 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $106,621
for scrap metal provided to the Company.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.24.1.1.u2
SUBSEQUENT EVENTS
|
3 Months Ended |
Mar. 31, 2024 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
18 – SUBSEQUENT EVENTS
The
Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements
are issued.
From
April 1 to May 17, 2024, the Company issued 227,787 shares recorded as to be issued on March 31, 2024.
On
April 22, 2024, the Company entered into an exchange agreement with DWM Properties LLC, whereby the Company and Holder agreed to exchange
the remaining $7,218,350 of that certain Secured Promissory Note, dated July 31, 2023, issued by the Company to the Holder for 61,853,899
shares of the Company’s common stock.
On
April 22, 2024, the Company entered into a securities purchase agreement pursuant to which it issued an aggregate of 45,058,612 shares
of common stock and accompanying warrants to purchase up to 45,058,612 shares of Common Stock for gross proceeds of $5,258,340, before
deducting the financial advisor’s fees and other estimated offering expenses.
On May 3, 2024, the Company entered into an amendment
to its senior secured convertible promissory note originally signed July 31, 2023. The amendment, among other things, changed the conversion
price of the senior notes to $0.05, subject to certain circumstances described in the Senior Notes along with certain conversion price
adjustment mechanism.
On March 20, 2024, the Company and the Investors entered
into a Consent and Waiver (the “March Consent and Waiver”), pursuant to which the Investors agreed, among other things, not
to convert the Senior Notes until May 20, 2024 if the average closing price of the Company’s common stock on the Nasdaq Capital
Market on the three (3) most recent trading days was less than $0.25 (the “Conversion Prohibition”). On May 9, 2024, the Company
and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors
decided to waive the Conversion Prohibition in the March Consent and Waiver.
On May 7, 2024, the Company received notice from the
Listing Qualifications Department indicating that the bid price for the Company’s common stock had closed below $.10 per share for
the 10-consecutive trading day period ended May 6, 2024 and, accordingly, the Company is subject to the previous contemplated under Nasdaq
Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stock Rule”) and subject to delisting from Nasdaq unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company requested a hearing before the Panel, which
stayed any further action by Nasdaq at least until the hearing is held and the expiration of any extension period that may be granted
by the Panel. The Company’s common stock will continue to trade on Nasdaq under the symbol “GWAV” pending completion
of the hearing process. There can be no assurance that the Panel will grant the Company’s request for continued listing or that
the Company will be able meet the continued listing requirements during any compliance period that may be granted by the Panel.
On
May 10, 2024, the Company entered into an exchange agreement with DWM Properties LLC, whereby the Company and Holder agreed to exchange
1,000 shares of the Company’s Series D Preferred Stock held by the Holder for 200,000,000 shares of the Company’s common
stock.
From
May 9 to May 16, 2024, the Company issued 288,658,249 shares, and recorded an additional 16,666,667 shares to be issued, for the conversion
of convertible debt in the principal amount of $12,212,997.
On
May 16, 2024, the Company entered into a securities purchase agreement pursuant to which it will issue 420,596,154 shares of common stock
and accompanying warrants to purchase up to 420,596,154 shares of Common Stock for gross proceeds of $21,871,000, before deducting the
financial advisor’s fees and other estimated offering expenses.
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v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
Principles of Consolidation |
Principles
of Consolidation
The
unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned
subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
|
Use of Estimates |
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation
of stock-based compensation, payroll tax liabilities with interest and penalties, deemed
dividends, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments
of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible
assets, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
The
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial
Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair
value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis,
which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets,
financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial
statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit
risk.
The
Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
|
Cash |
Cash
For
purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity
of three months or less to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had no cash equivalents. The
Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of
the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions.
As of March 31, 2024 and December 31, 2023, the uninsured balances amounted to $505,707 and $1,267,659, respectively.
|
Accounts Receivable |
Accounts
Receivable
Accounts
receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by
an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company delivers shipments of scrap
metal to customers and typically receives payment within 45 days of delivery.
The
Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable
balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses
this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected
credit losses. Accounts are written off when all efforts to collect have been exhausted. As of March 31, 2024 and December 31, 2023,
the accounts receivable balances amounted to $943,245 and $646,413, respectively.
|
Property and Equipment, net |
Property
and Equipment, net
We
state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate
depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold
improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement
of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or
charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for
certain factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes.
|
Cost of Revenue |
Cost
of Revenue
The
Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling
costs to customers, and cost of other revenue, including sand.
|
Related Party Transactions |
Related
Party Transactions
Parties
are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members
of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if
one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See
Note 17 – Related Party Transactions.
|
Leases |
Leases
The
Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified
as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease
liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s
incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset
is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset
result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.
In
calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded
short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent
expense on a straight-line basis over the lease term. See Note 12 – Leases.
|
Commitments and Contingencies |
Commitments
and Contingencies
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results. See Note 13 – Commitments and
Contingencies.
|
Revenue Recognition |
Revenue
Recognition
The
Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.
The
Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”)
and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales
prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s
contracts do not include multiple performance obligations or material variable consideration.
In
accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes
revenue in accordance with that core principle by applying the following:
(i) |
Identify
the contract(s) with a customer; |
(ii) |
Identify
the performance obligation in the contract; |
|
|
(iii) |
Determine
the transaction price; |
|
|
(iv) |
Allocate
the transaction price to the performance obligations in the contract; and |
|
|
(v) |
Recognize
revenue when (or as) the Company satisfies a performance obligation. |
The
Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous
and non-ferrous metals to clients.
The
Company realizes revenue upon the fulfillment of its performance obligations to customers.
|
Inventories |
Inventories
Although
we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate
the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged
vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of
the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable
value as their cost basis is not readily available. The value of our inventories was $400,219 and $ 200,428,
respectively, as of March 31, 2024 and December 31, 2023. See Note 5 – Inventories.
|
Advertising |
Advertising
The
Company charges the costs of advertising to expense as incurred. Advertising costs were $2,374 and $5,522 for the three months ended
March 31, 2024 and 2023, respectively.
|
Stock-Based Compensation |
Stock-Based
Compensation
Stock-based
compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based
awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes
option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including
estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value
of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application
of management’s judgment.
|
Income Taxes |
Income
Taxes
The
Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.
If
available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,
a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income
taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods.
|
Convertible Instruments |
Convertible
Instruments
U.S.
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial
instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of
the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,
(b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value
under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and
(c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception
to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing
Liabilities From Equity.”
|
Deemed Dividend |
Deemed
Dividend
The
Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of
the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares
for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred
shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount
on preferred stock resulting from recognition of a beneficial conversion feature.
|
Issuance of Debt Instruments With Detachable Stock Purchase Warrants |
Issuance
of Debt Instruments With Detachable Stock Purchase Warrants
Proceeds
from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based
on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion
of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to
the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative
to the debt instrument, which is amortized to interest expense using the effective interest rate method.
|
Environmental Remediation Liability |
Environmental
Remediation Liability
The
operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws
and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the
Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon
the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable
environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.
The
Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals
as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are
issued. As of March 31, 2024 and December 31, 2023, the Company had accruals reported on the balance sheet as current liabilities of
$0 and $0, respectively, as the Company had paid all civil penalties and completed all remediation activities required under the Virginia
DEQ Consent Order dated June 30, 2021. See Note 13 —Commitments and Contingencies.
Actual
costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and
magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation
with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore
would not be included in our current liabilities.
Management
believes these contingent environmental-related liabilities have been resolved.
|
Long-Lived Assets |
Long-Lived
Assets
The
Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management
at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated
at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five to ten years. When retired
or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference
less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer
List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization
of Intangible Assets.
|
Factoring Agreements |
Factoring
Agreements
We
have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions
are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and
fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these
factoring arrangements could have a material adverse effect on our financial condition. As of March 31, 2024 and December 31, 2023, the
Company owed $2,231,731 and $0, net debt discounts of $1,347,230 and $0, respectively for factoring advances. See Note 8 – Factoring
Advances and Non-Convertible Notes Payable.
|
Segment Reporting |
Segment
Reporting
Operating
segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by
the Chief Financial Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company
currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.
|
Net Earnings (Loss) Per Common Share |
Net
Earnings (Loss) Per Common Share
The
Company computes earnings (loss) per common share under ASC Subtopic 260-10, Earnings Per Share. Net loss per common share is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share,
if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into
common stock using the “treasury stock” and/or “if converted” methods, as applicable.
The
computation of basic and diluted income (loss) per share, for the three months ended March 31, 2023 and 2023 excludes potentially dilutive
securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the
common stock during the period.
Potentially
dilutive securities are as follows:
SCHEDULE
OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE
| |
March 31,
2024 | | |
March 31,
2023 | |
Common shares issuable upon conversion of convertible notes | |
| 92,067,453 | | |
| - | |
Options to purchase common shares | |
| 92,166 | | |
| 92,166 | |
Warrants to purchase common shares | |
| 32,723,490 | | |
| 9,756,876 | |
Common shares issuable upon conversion of preferred stock | |
| 49,019,608 | | |
| 1,013,500 | |
Total potentially dilutive shares | |
| 173,902,717 | | |
| 10,862,542 | |
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
There
are various updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations
or cash flows.
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v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE |
Potentially
dilutive securities are as follows:
SCHEDULE
OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE
| |
March 31,
2024 | | |
March 31,
2023 | |
Common shares issuable upon conversion of convertible notes | |
| 92,067,453 | | |
| - | |
Options to purchase common shares | |
| 92,166 | | |
| 92,166 | |
Warrants to purchase common shares | |
| 32,723,490 | | |
| 9,756,876 | |
Common shares issuable upon conversion of preferred stock | |
| 49,019,608 | | |
| 1,013,500 | |
Total potentially dilutive shares | |
| 173,902,717 | | |
| 10,862,542 | |
|
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v3.24.1.1.u2
INVENTORIES (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Inventory Disclosure [Abstract] |
|
SCHEDULE OF INVENTORIES |
Inventories
as of March 31, 2024 and December 31, 2023 consisted of the following:
SCHEDULE
OF INVENTORIES
| |
March 31,
2024 | | |
December 31, 2023 | |
Processed and unprocessed scrap metal | |
$ | 400,219 | | |
$ | 200,428 | |
Finished products | |
| - | | |
| - | |
Inventories | |
$ | 400,219 | | |
$ | 200,428 | |
|
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v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Property, Plant and Equipment [Abstract] |
|
SCHEDULE OF PROPERTY AND EQUIPMENT |
Property
and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows:
SCHEDULE
OF PROPERTY AND EQUIPMENT
| |
March 31,
2024 | | |
December 31,
2023 | |
Machinery and Equipment | |
$ | 18,028,893 | | |
$ | 18,028,893 | |
Furniture and Fixtures | |
| 6,128 | | |
| 6,128 | |
Land | |
| 980,129 | | |
| 980,129 | |
Buildings | |
| 724,170 | | |
| 724,170 | |
Vehicles | |
| 7,149,919 | | |
| 7,149,919 | |
Leaseholder Improvements | |
| 1,862,593 | | |
| 1,862,593 | |
Subtotal | |
| 28,751,832 | | |
| 28,751,832 | |
| |
| | | |
| | |
Less accumulated depreciation | |
| (6,155,581 | ) | |
| (5,256,392 | ) |
Property and equipment, net | |
$ | 22,596,251 | | |
$ | 23,495,440 | |
|
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v3.24.1.1.u2
AMORTIZATION OF INTANGIBLE ASSETS (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
SCHEDULE OF INTANGIBLE ASSETS |
All
of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021.
Identified intangible assets consisted of the following at the dates indicated below:
SCHEDULE
OF INTANGIBLE ASSETS
| |
March 31, 2024 | | |
|
| |
Gross carrying amount | | |
Accumulated amortization | | |
Carrying value | | |
Estimated remaining useful life |
Intellectual Property | |
$ | 3,036,000 | | |
$ | (1,518,000 | ) | |
$ | 1,518,000 | | |
2.75 years |
Customer List | |
| 2,239,000 | | |
| (559,750 | ) | |
| 1,679,250 | | |
7.75 years |
Licenses | |
| 21,274,000 | | |
| (5,318,500 | ) | |
| 15,955,500 | | |
7.75 years |
Total intangible assets, net | |
$ | 26,549,000 | | |
$ | (7,396,250 | ) | |
$ | 19,152,750 | | |
|
| |
December 31, 2023 | | |
Remaining |
| |
Gross carrying amount | | |
Accumulated amortization | | |
Carrying value | | |
estimated useful life |
Intellectual Property | |
$ | 3,036,000 | | |
$ | (1,366,200 | ) | |
$ | 1,669,800 | | |
3 years |
Customer List | |
| 2,239,000 | | |
| (503,775 | ) | |
| 1,735,225 | | |
8 years |
Licenses | |
| 21,274,000 | | |
| (4,786,650 | ) | |
| 16,487,350 | | |
8 years |
Total intangible assets, net | |
$ | 26,549,000 | | |
$ | (6,656,625 | ) | |
$ | 19,892,375 | | |
|
|
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS |
Total
estimated amortization expense for our intangible assets for the years 2024 through 2028 is as follows:
SCHEDULE
OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 2,218,875 | |
2025 | |
| 2,958,500 | |
2026 | |
| 2,806,700 | |
2027 | |
| 2,351,300 | |
2028 | |
| 2,351,300 | |
Thereafter | |
| 6,466,075 | |
|
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v3.24.1.1.u2
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Factoring Advances And Non-convertible Notes Payable |
|
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE |
The
following table details the current and long-term principal due under non-convertible notes as of March 31, 2024.
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE
| |
Principal (Current) | | |
Principal (Long Term) | |
GM Financial (Issued April 11, 2022) | |
$ | 18,546 | | |
$ | 16,385 | |
Non-Convertible Note (Issued March 8, 2019) | |
| - | | |
| 5,000 | |
Deed of Trust Note (Issued September 1, 2022) | |
| 53,712 | | |
| 520,951 | |
Deed of Trust Note (Issued September 1, 2022) | |
| 53,712 | | |
| 520,951 | |
Equipment Finance Note (Issued April 21, 2022) | |
| 231,120 | | |
| 300,714 | |
Equipment Finance Note (Issued September 14, 2022) | |
| 993,564 | | |
| 311,516 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 251,400 | | |
| 864,054 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 254,700 | | |
| 873,989 | |
Equipment Finance Note (Issued November 28, 2022) | |
| 260,880 | | |
| 896,224 | |
Equipment Finance Note (Issued December 15, 2022) | |
| 254,280 | | |
| 872,646 | |
Equipment Finance Note (Issued January 10, 2023) | |
| 408,096 | | |
| 327,956 | |
Equipment Finance Note (Issued January 12, 2023) | |
| 193,620 | | |
| 692,129 | |
Equipment Finance Note (Issued February 24, 2023) | |
| 287,460 | | |
| 647,377 | |
Equipment Finance Note (Issued February 23, 2023) | |
| 193,620 | | |
| 292,595 | |
Equipment Finance Note (Issued April 12, 2023) | |
| 51,780 | | |
| 198,055 | |
Related-party Equipment Note (Issued July 31, 2023) | |
| - | | |
| 7,218,350 | |
SAFTs | |
| - | | |
| 85,000 | |
Debt Discount | |
| (754,863 | ) | |
| (1,597,247 | ) |
Total Principal of Non-Convertible Notes | |
$ | 2,751,627 | | |
$ | 13,046,645 | |
|
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES |
Total
principal payments due on non-convertible notes for 2024 through 2028 and thereafter is as follows:
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 2,629,867 | |
2025 | |
| 3,528,100 | |
2026 | |
| 1,530,119 | |
2027 | |
| 809,342 | |
2028 | |
| 785,128 | |
Thereafter | |
| 8,867,826 | |
|
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v3.24.1.1.u2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Payables and Accruals [Abstract] |
|
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| |
March 31,
2024 | | |
December 31,
2023 | |
Accounts Payable | |
$ | 1,908,575 | | |
$ | 1,884,973 | |
Credit Cards | |
| 26,639 | | |
| 1,756 | |
Accrued Interest | |
| 2,165,705 | | |
| 2,074,016 | |
Accrued Expenses | |
| 1,021,381 | | |
| 2,139,704 | |
Total Accounts Payable and Accrued Expenses | |
$ | 5,122,300 | | |
$ | 6,100,449 | |
|
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v3.24.1.1.u2
CONVERTIBLE NOTES PAYABLE (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Debt Disclosure [Abstract] |
|
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES |
The
maturity date of the convertible notes outstanding at March 31, 2024 is:
SCHEDULE
OF MATURITY DATES OF CONVERTIBLE NOTES
Maturity Date | |
Principal
Balance Due | |
2024 | |
$ | 5,000,000 | |
2025 | |
$ | 9,436,177 | |
Total Principal Outstanding | |
$ | 14,436,177 | |
|
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v3.24.1.1.u2
LEASES (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Leases [Abstract] |
|
SCHEDULE OF ASSETS AND LIABILITIES |
ROU
assets and liabilities consist of the following:
SCHEDULE
OF ASSETS AND LIABILITIES
| |
March 31,
2024 | | |
December 31,
2023 | |
ROU assets – related party | |
$ | 78,842 | | |
$ | 103,822 | |
ROU assets | |
| 1,219,921 | | |
| 198,558 | |
Total ROU assets | |
| 1,298,763 | | |
| 302,380 | |
| |
| | | |
| | |
Current portion of lease liabilities – related party | |
$ | 83,430 | | |
$ | 111,240 | |
Current portion of lease liabilities | |
| 288,212 | | |
| 89,731 | |
Long term lease liabilities, net of current portion | |
| 929,394 | | |
| 94,943 | |
Total lease liabilities | |
$ | 1,301,036 | | |
$ | 295,914 | |
|
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS |
Aggregate
minimum future commitments under non-cancellable operating leases and other obligations at March 31, 2024 were as follows:
SCHEDULE
OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS
Year ended December 31, | |
| |
2024 (remaining) | |
$ | 298,019 | |
2025 | |
| 331,545 | |
2026 | |
| 336,476 | |
2027 | |
| 312,448 | |
2028 | |
| 307,500 | |
2029 | |
| 77,250 | |
Total Minimum Lease Payments | |
$ | 1,663,238 | |
Less: Imputed Interest | |
$ | (362,202 | ) |
Present Value of Lease Payments | |
$ | 1,301,036 | |
Less: Current Portion | |
$ | (371,642 | ) |
Long Term Portion | |
$ | 929,394 | |
|
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v3.24.1.1.u2
WARRANTS (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Warrants |
|
SCHEDULE OF WARRANT ACTIVITY |
A
summary of the warrant activity for the three months ended March 31, 2024 is as follows:
SCHEDULE
OF WARRANT ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2023 | |
| 18,649,802 | | |
$ | 0.89 | | |
| 3.99 | | |
$ | 1,388,582 | |
Granted | |
| 30,350,895 | | |
$ | 0.204 | | |
| | | |
| | |
Exercised | |
| (16,277,207 | ) | |
$ | 0.204 | | |
| | | |
| | |
Cancelled/Exchanged | |
| - | | |
| - | | |
| | | |
| | |
Outstanding at March 31, 2024 | |
| 32,723,490 | | |
$ | 0.204 | | |
| 4.83 | | |
$ | 11,449 | |
Exercisable at March 31, 2024 | |
| 32,723,490 | | |
$ | 0.204 | | |
| 4.83 | | |
$ | 11,449 | |
|
SCHEDULE OF WARRANT EXERCISABLE |
SCHEDULE
OF WARRANT EXERCISABLE
Exercise Price | | |
Warrants Outstanding | | |
Weighted Avg. Remaining Life | | |
Warrants Exercisable | |
$ | 0.01 | | |
| 103,144 | | |
| 4.34 | | |
| 103,44 | |
| 0.204 | | |
| 32,620,346 | | |
| 4.83 | | |
| 32,620,346 | |
| | | |
| 32,723,490 | | |
| 4.83 | | |
| 32,723,490 | |
|
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v3.24.1.1.u2
STOCK OPTIONS (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Share-Based Payment Arrangement [Abstract] |
|
SCHEDULE OF STOCK OPTION ACTIVITY |
A
summary of the stock option activity for the three months ended March 31, 2024 as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2023 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.49 | | |
$ | - | |
Granted | |
| - | | |
| | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
Forfeiture/Cancelled | |
| - | | |
| | | |
| | | |
| | |
Outstanding at March 31, 2024 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.24 | | |
$ | - | |
Exercisable at March 31, 2024 | |
| 92,166 | | |
$ | 148.11 | | |
| 3.24 | | |
$ | - | |
|
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE |
SCHEDULE
OF STOCK OUTSTANDING AND EXERCISABLE
Exercise Price | | |
Number of Options | | |
Remaining Life In Years | | |
Number of Options Exercisable | |
$ | 23.00-75.00 | | |
| 44,368 | | |
| 4.01 | | |
| 44,368 | |
| 75.01-150.00 | | |
| 6,476 | | |
| 3.01 | | |
| 6,476 | |
| 150.01-225.00 | | |
| 6,079 | | |
| 2.37 | | |
| 6,079 | |
| 225.01-300.00 | | |
| 33,133 | | |
| 2.45 | | |
| 33,133 | |
| 300.01-321.00 | | |
| 2,110 | | |
| 2.35 | | |
| 2,110 | |
| | | |
| 92,166 | | |
| | | |
| 92,166 | |
|
X |
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v3.24.1.1.u2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
Cash |
$ 713,218
|
$ 1,546,159
|
Working capital |
(20,489,101)
|
|
Accumulated deficit |
$ (429,326,935)
|
$ (395,866,157)
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
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v3.24.1.1.u2
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Total potentially dilutive shares |
173,902,717
|
10,862,542
|
Convertible Debt Securities [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Total potentially dilutive shares |
92,067,453
|
|
Share-Based Payment Arrangement, Option [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Total potentially dilutive shares |
92,166
|
92,166
|
Warrant [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Total potentially dilutive shares |
32,723,490
|
9,756,876
|
Preferred Stock Convertible [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Total potentially dilutive shares |
49,019,608
|
1,013,500
|
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v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
3 Months Ended |
|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] |
|
|
|
Cash, fdic insured amount |
$ 250,000
|
|
|
Cash, uninsured amount |
505,707
|
|
$ 1,267,659
|
Accounts receivable |
943,245
|
|
646,413
|
Inventory |
400,219
|
|
200,428
|
Advertising expenses |
2,374
|
$ 5,522
|
|
Environmental remediation |
0
|
|
0
|
Factoring net bebt discouts |
2,231,731
|
|
|
Factoring [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Unamortized debt discount, current |
$ 1,347,230
|
|
$ (0)
|
Intellectual Property [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Estimated fair lives of long lived asset |
5 years
|
|
|
Customer List [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Estimated fair lives of long lived asset |
10 years
|
|
|
License [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Estimated fair lives of long lived asset |
10 years
|
|
|
Minimum [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Estimated fair lives of long lived asset |
5 years
|
|
|
Maximum [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Estimated fair lives of long lived asset |
10 years
|
|
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
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v3.24.1.1.u2
CONCENTRATIONS OF RISK (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 943,245
|
|
$ 646,413
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 167,479
|
|
$ 154,090
|
Concentration risk, percentage |
18.00%
|
|
23.84%
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 139,090
|
|
$ 95,510
|
Concentration risk, percentage |
15.00%
|
|
14.78%
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 132,983
|
|
$ 95,219
|
Concentration risk, percentage |
14.00%
|
|
14.74%
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 109,774
|
|
$ 62,057
|
Concentration risk, percentage |
12.00%
|
|
9.60%
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Five Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 84,363
|
|
$ 59,932
|
Concentration risk, percentage |
9.00%
|
|
9.27%
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Six Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 69,186
|
|
$ 54,007
|
Concentration risk, percentage |
7.00%
|
|
8.35%
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Seven Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Accounts receivable |
$ 61,544
|
|
|
Concentration risk, percentage |
7.00%
|
|
|
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Concentration risk, percentage |
67.00%
|
58.00%
|
|
Revenues |
$ 5,688,064
|
$ 5,200,126
|
|
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] |
|
|
|
Concentration Risk [Line Items] |
|
|
|
Concentration risk, percentage |
6.00%
|
6.00%
|
|
Revenues |
$ 478,248
|
$ 536,624
|
|
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SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] |
|
|
Subtotal |
$ 28,751,832
|
$ 28,751,832
|
Less accumulated depreciation |
(6,155,581)
|
(5,256,392)
|
Property and equipment, net |
22,596,251
|
23,495,440
|
Machinery and Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Subtotal |
18,028,893
|
18,028,893
|
Furniture and Fixtures [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Subtotal |
6,128
|
6,128
|
Land [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Subtotal |
980,129
|
980,129
|
Building [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Subtotal |
724,170
|
724,170
|
Vehicles [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Subtotal |
7,149,919
|
7,149,919
|
Leasehold Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Subtotal |
$ 1,862,593
|
$ 1,862,593
|
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SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
$ 26,549,000
|
$ 26,549,000
|
Accumulated amortization |
(7,396,250)
|
(6,656,625)
|
Carrying value |
19,152,750
|
19,892,375
|
Intellectual Property [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
3,036,000
|
3,036,000
|
Accumulated amortization |
(1,518,000)
|
(1,366,200)
|
Carrying value |
$ 1,518,000
|
$ 1,669,800
|
Estimated remaining useful life |
2 years 9 months
|
3 years
|
Customer Lists [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
$ 2,239,000
|
$ 2,239,000
|
Accumulated amortization |
(559,750)
|
(503,775)
|
Carrying value |
$ 1,679,250
|
$ 1,735,225
|
Estimated remaining useful life |
7 years 9 months
|
8 years
|
License [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
$ 21,274,000
|
$ 21,274,000
|
Accumulated amortization |
(5,318,500)
|
(4,786,650)
|
Carrying value |
$ 15,955,500
|
$ 16,487,350
|
Estimated remaining useful life |
7 years 9 months
|
8 years
|
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SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details)
|
Mar. 31, 2024
USD ($)
|
Goodwill and Intangible Assets Disclosure [Abstract] |
|
2024 (remaining) |
$ 2,218,875
|
2025 |
2,958,500
|
2026 |
2,806,700
|
2027 |
2,351,300
|
2028 |
2,351,300
|
Thereafter |
$ 6,466,075
|
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v3.24.1.1.u2
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE (Details)
|
Mar. 31, 2024
USD ($)
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
$ 2,751,627
|
Principal of Non-Convertible Notes Long Term |
13,046,645
|
Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Total Principal of Non-Convertible Notes |
(1,597,247)
|
Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Total Principal of Non-Convertible Notes |
(754,863)
|
GM Financial [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
16,385
|
GM Financial [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
18,546
|
Non convertible Note [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
5,000
|
Non convertible Note [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
|
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
520,951
|
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
53,712
|
Deed of Trust Note One [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
520,951
|
Deed of Trust Note One [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
53,712
|
Equipment Finance Note [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
300,714
|
Equipment Finance Note [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
231,120
|
Equipment Finance Note One [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
311,516
|
Equipment Finance Note One [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
993,564
|
Equipment Finance Note Two [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
864,054
|
Equipment Finance Note Two [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
251,400
|
Equipment Finance Note Three [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
873,989
|
Equipment Finance Note Three [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
254,700
|
Equipment Finance Note Four [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
896,224
|
Equipment Finance Note Four [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
260,880
|
Equipment Finance Note Five [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
872,646
|
Equipment Finance Note Five [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
254,280
|
Equipment Finance Note Six [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
327,956
|
Equipment Finance Note Six [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
408,096
|
Equipment Finance Note Seven [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
692,129
|
Equipment Finance Note Seven [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
193,620
|
Equipment Finance Note Eight [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
647,377
|
Equipment Finance Note Eight [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
287,460
|
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
292,595
|
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
193,620
|
Equipment Finance Note Ten [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
198,055
|
Equipment Finance Note Ten [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
51,780
|
Related Party Equipment Notes Payable [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
7,218,350
|
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|
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|
Principal of Non-Convertible Notes Current |
|
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|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Long Term |
85,000
|
Simple Agreement for Future Tokens [Member] | Non Convertible Notes Payable [Member] |
|
Short-Term Debt [Line Items] |
|
Principal of Non-Convertible Notes Current |
|
X |
- DefinitionAmount of debt discount to be amortized within one year or within the normal operating cycle, if longer.
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v3.24.1.1.u2
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES (Details)
|
Mar. 31, 2024
USD ($)
|
Factoring Advances And Non-convertible Notes Payable |
|
2024 (remaining) |
$ 2,629,867
|
2025 |
3,528,100
|
2026 |
1,530,119
|
2027 |
809,342
|
2028 |
785,128
|
Thereafter |
$ 8,867,826
|
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v3.24.1.1.u2
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Months Ended |
|
|
|
|
Mar. 07, 2024 |
Feb. 29, 2024 |
Feb. 07, 2024 |
Feb. 01, 2024 |
Jul. 31, 2023 |
Apr. 12, 2023 |
Feb. 24, 2023 |
Feb. 23, 2023 |
Jan. 12, 2023 |
Jan. 10, 2023 |
Dec. 15, 2022 |
Nov. 28, 2022 |
Sep. 14, 2022 |
Sep. 01, 2022 |
Apr. 21, 2022 |
Apr. 11, 2022 |
Mar. 31, 2024 |
Mar. 31, 2023 |
May 31, 2024 |
Apr. 30, 2024 |
Mar. 29, 2024 |
Dec. 31, 2023 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 309,170
|
$ 20,646
|
|
|
|
|
Secured Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,980,692
|
|
$ 964,470
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
|
|
|
|
|
2,505,000
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
|
$ 82,797
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,048
|
39,509
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,192
|
56,115
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146,436
|
|
|
|
|
$ 171,484
|
Installation of piece equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 750,000
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
10.60%
|
|
10.60%
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135,197
|
248,391
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,158,644
|
|
|
|
|
1,268,792
|
Secured Promissory Note [Member] | Equipment [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,508
|
11,741
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,589
|
|
|
|
|
107,097
|
Debt instrument unamortized discount current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
434,245
|
|
|
|
|
455,929
|
Secured Promissory Note [Member] | October 2022 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,665
|
|
|
|
|
|
|
|
Secured Promissory Note [Member] | October 2026 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 19,260
|
|
|
|
|
|
|
|
Deed of Trust Note [Member] | Land, Buildings and Improvements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 600,000
|
|
|
574,663
|
|
|
|
|
579,227
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,476
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
6.50%
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,564
|
4,214
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,865
|
9,214
|
|
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,070
|
|
|
|
|
2,991
|
Deed of Trust Note One [Member] | Land, Buildings and Improvements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,904
|
|
|
|
|
2,991
|
Secured Promissory Note One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
$ 1,539,630
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
|
|
|
|
$ 1,078,502
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,939
|
18,048
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
335,065
|
|
|
|
|
352,005
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,978
|
19,515
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
780,388
|
|
|
|
|
797,427
|
Secured Promissory Note One [Member] | March 2023 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
$ 10,410
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note One [Member] | March 2029 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
20,950
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
1,560,090
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
|
|
|
|
$ 1,092,910
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,187
|
18,285
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
339,976
|
|
|
|
|
357,164
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,424
|
21,260
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
788,712
|
|
|
|
|
805,949
|
Secured Promissory Note Two [Member] | March 2023 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
$ 10,630
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Two [Member] | March 2029 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
21,225
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Three [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
1,597,860
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
|
|
|
|
$ 1,119,334
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,520
|
18,729
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
346,549
|
|
|
|
|
364,069
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,460
|
21,270
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810,554
|
|
|
|
|
827,495
|
Secured Promissory Note Three [Member] | March 2023 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
$ 10,860
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Three [Member] | March 2029 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
$ 21,740
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Four [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
$ 1,557,435
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
|
|
|
$ 1,093,380
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,916
|
18,302
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
336,452
|
|
|
|
|
353,367
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,341
|
21,170
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
790,475
|
|
|
|
|
807,900
|
Secured Promissory Note Four [Member] | March 2023 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
$ 10,585
|
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Four [Member] | March 2029 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
$ 21,190
|
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Five [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
$ 1,245,018
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
|
|
1,021,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
$ 10,365
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,261
|
15,288
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,693
|
|
|
|
|
142,954
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,146
|
10,365
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
609,359
|
|
|
|
|
648,244
|
Secured Promissory Note Five [Member] | March Two Thousand Twenty Six [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
$ 34,008
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Six [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
$ 1,185,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
|
832,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
|
832,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
$ 8,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,172
|
14,187
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
261,779
|
|
|
|
|
277,951
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,078
|
8,030
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
623,970
|
|
|
|
|
620,876
|
Secured Promissory Note Six [Member] | April Two Thousand Twenty Eight [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
$ 16,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Seven [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
$ 822,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
|
628,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
628,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
$ 6,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
772
|
4,043
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,007
|
|
|
|
|
10,779
|
Debt instrument interest rate |
|
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,804
|
16,595
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
476,209
|
|
|
|
|
514,241
|
Secured Promissory Note Seven [Member] | June 2027 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
$ 16,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Eight [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
$ 1,186,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
|
832,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
832,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
$ 9,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,548
|
6,189
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,412
|
|
|
|
|
300,960
|
Debt instrument interest rate |
|
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,884
|
0
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
655,425
|
|
|
|
|
660,761
|
Secured Promissory Note Eight [Member] | June 2027 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
$ 23,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Nine [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
$ 317,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
|
|
219,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
219,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
$ 2,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,137
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
10.60%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,501
|
|
|
|
|
69,638
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183,334
|
|
|
|
|
183,663
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,466
|
|
|
|
|
|
Secured Promissory Note Nine [Member] | July Two Thousand Twenty Seven [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
$ 4,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured Promissory Note Ten [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
$ 17,218,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000,000
|
|
Proceeds from advances |
|
|
|
|
$ 17,218,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
7.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,218,350
|
|
|
|
|
17,218,350
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
291,440
|
|
|
|
|
|
Secured Promissory Note Ten [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible shares issuable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
Revenue Factoring Advance One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
$ 1,340,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
|
970,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination fee |
|
|
|
$ 30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
970,000
|
|
|
|
|
|
Periodic payment |
|
|
|
weekly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
$ 25,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,656
|
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206,400
|
|
|
|
|
|
Revenue factoring advance balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
824,256
|
|
|
$ 400,000
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
309,344
|
|
|
|
|
|
Revenue Factoring Advance One [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue factoring advance balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 400,000
|
|
|
|
Revenue Factoring Advance Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
$ 822,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
|
572,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination fee |
|
|
$ 27,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
572,950
|
|
|
|
|
|
Periodic payment |
|
|
weekly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
$ 30,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,075
|
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
243,556
|
|
|
|
|
|
Revenue factoring advance balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
393,469
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184,975
|
|
|
|
|
|
Revenue Factoring Advance Three [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
$ 559,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
|
376,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination fee |
|
$ 24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376,000
|
|
|
|
|
|
Periodic payment |
|
weekly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
$ 25,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,545
|
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,745
|
|
|
|
|
|
Revenue factoring advance balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
319,800
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,055
|
|
|
|
|
|
Revenue Factoring Advance Four [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
$ 1,499,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination fee |
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700,000
|
|
|
|
|
|
Periodic payment |
weekly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
$ 125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
208,435
|
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,000
|
|
|
|
|
|
Revenue factoring advance balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
533,435
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
590,565
|
|
|
|
|
|
Revenue Factoring Advance Five [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
374,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price advance |
225,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination fee |
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225,000
|
|
|
|
|
|
Periodic payment |
weekly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment |
$ 23,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,459
|
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,688
|
|
|
|
|
|
Revenue factoring advance balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,771
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,291
|
|
|
|
|
|
Simple Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue factoring advance balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85,000
|
|
|
|
|
85,000
|
Non Convertible Notes Payable [Member] | Vehicle Financing Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 74,186
|
|
|
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,236
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
447
|
442
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,651
|
|
|
|
|
6,298
|
Purchase price of vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,000
|
|
|
|
|
|
|
Debt down payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
Rebate purchase price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,400
|
|
|
|
|
|
|
Payment for Non convertible note payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,679
|
$ 3,267
|
|
|
|
|
Debt instrument unamortized discount current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 29,280
|
|
|
|
|
$ 34,312
|
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v3.24.1.1.u2
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Payables and Accruals [Abstract] |
|
|
Accounts Payable |
$ 1,908,575
|
$ 1,884,973
|
Credit Cards |
26,639
|
1,756
|
Accrued Interest |
2,165,705
|
2,074,016
|
Accrued Expenses |
1,021,381
|
2,139,704
|
Total Accounts Payable and Accrued Expenses |
$ 5,122,300
|
$ 6,100,449
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
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v3.24.1.1.u2
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v3.24.1.1.u2
CONVERTIBLE NOTES PAYABLE (Details Narrative)
|
|
|
3 Months Ended |
|
|
Mar. 18, 2024
USD ($)
$ / shares
|
Jul. 31, 2023
USD ($)
$ / shares
|
Mar. 31, 2024
USD ($)
$ / shares
shares
|
Mar. 31, 2023
USD ($)
|
Dec. 31, 2023
USD ($)
$ / shares
|
Jul. 03, 2023
USD ($)
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible Notes Payable |
|
|
$ 14,436,177
|
|
|
|
Common stock par value | $ / shares |
|
|
$ 0.001
|
|
$ 0.001
|
|
Conversion of conversion securities |
|
|
$ 2,042,542
|
$ 1
|
|
|
Convertible notes payable non-current |
|
|
3,002,992
|
|
$ 4,032,747
|
|
Exercise price of warrants | $ / shares |
$ 0.204
|
|
|
|
|
|
Convertible notes payable |
|
|
9,759,725
|
|
12,098,241
|
|
Convertible notes payable current |
|
|
6,756,732
|
|
8,065,494
|
|
Convertible Notes Payable [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible notes payable non-current |
|
|
3,002,992
|
|
4,032,747
|
|
Unamortized debt discount, non current |
|
|
$ 1,438,908
|
|
$ 1,967,253
|
|
Minimum [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Exercise price of warrants | $ / shares |
0.25
|
|
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Exercise price of warrants | $ / shares |
$ 0.25
|
|
$ 0.204
|
|
$ 0.89
|
|
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings |
|
|
$ 1,444,324
|
|
|
|
Senior Notes [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Principal payment |
|
|
1,497,083
|
|
|
|
Convertible Notes Payable [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Convertible notes payable current |
|
|
6,756,732
|
|
$ 8,065,494
|
|
Unamortized debt discount, current |
|
|
$ 3,237,544
|
|
3,394,506
|
|
Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants risk-free interest rate |
0
|
0
|
|
|
|
|
Measurement Input, Expected Dividend Rate [Member] | Warrant [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
0
|
|
|
|
Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants risk-free interest rate |
93
|
93
|
|
|
|
|
Measurement Input, Price Volatility [Member] | Warrant [Member] | Minimum [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
108.49
|
|
|
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants risk-free interest rate |
5.06
|
5.06
|
|
|
|
|
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
4.36
|
|
|
|
Measurement Input, Expected Term [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants expected term |
1 year 4 months 13 days
|
5 years 3 days
|
|
|
|
|
Measurement Input, Expected Term [Member] | Warrant [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Warrants expected term |
|
|
5 years
|
|
|
|
Purchase Agreement [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Principal amount |
|
$ 18,000,000
|
|
|
|
|
Proceeds from issuance of debt |
|
15,000,000
|
|
|
|
|
Proceeds from issuance of debt |
|
13,188,750
|
|
|
|
|
Proceeds from debt |
|
1,031,250
|
|
|
|
|
Convertible Notes Payable |
|
$ 500,000
|
|
|
|
|
Debt Instrument, Interest Rate, Effective Percentage |
|
16.67%
|
|
|
|
|
Interest rate |
|
18.00%
|
|
|
|
|
Maturtiy date |
|
Jul. 31, 2025
|
|
|
|
|
Periodic payment |
|
$ 1,000,000
|
|
|
|
|
Common stock par value | $ / shares |
|
$ 0.001
|
|
|
|
|
Debt Instrument, Convertible, Conversion Price | $ / shares |
|
$ 1.50
|
|
|
|
|
[custom:DebtConversionConvertedInstrumentRatePremium] |
|
125.00%
|
|
|
|
|
Debt Conversion, Description |
|
In
occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert
all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption
Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading
Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the
VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days
with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day
immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor
price of $0.196.
|
|
|
|
|
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed |
|
10.00%
|
|
|
|
|
Debt Instrument, Redemption Price, Percentage |
|
125.00%
|
|
|
|
|
Bridge Finance [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
$ 1,031,250
|
Purchase price |
|
|
|
|
|
$ 825,000
|
Senior Notes [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Debt discount for offering costs |
|
|
$ 1,225,307
|
|
|
|
Conversion of conversion securities |
|
|
$ 2,066,740
|
|
|
|
Conversion of conversion securities, shares | shares |
|
|
10,864,690
|
|
|
|
Fair value |
|
|
$ 2,031,677
|
|
|
|
Convertible notes payable non-current |
|
|
24,198
|
|
|
|
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings |
$ 23,953,940
|
|
|
|
|
|
Debt discount for offering costs |
|
|
$ 4,676,452
|
|
$ 5,901,759
|
|
Senior Notes [Member] | Minimum [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Debt Instrument, Convertible, Conversion Price | $ / shares |
$ 1.02
|
|
|
|
|
|
Senior Notes [Member] | Maximum [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Debt Instrument, Convertible, Conversion Price | $ / shares |
$ 0.196
|
|
|
|
|
|
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SCHEDULE OF ASSETS AND LIABILITIES (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
Total ROU assets |
$ 1,298,763
|
$ 302,380
|
Current portion of lease liabilities |
371,642
|
|
Long term lease liabilities, net of current portion |
929,394
|
94,943
|
Total lease liabilities |
1,301,036
|
295,914
|
Related Party [Member] |
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
ROU assets |
78,842
|
103,822
|
Current portion of lease liabilities |
83,430
|
111,240
|
Nonrelated Party [Member] |
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
ROU assets |
1,219,921
|
198,558
|
Current portion of lease liabilities |
$ 288,212
|
$ 89,731
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SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Leases [Abstract] |
|
|
2024 (remaining) |
$ 298,019
|
|
2025 |
331,545
|
|
2026 |
336,476
|
|
2027 |
312,448
|
|
2028 |
307,500
|
|
2029 |
77,250
|
|
Total Minimum Lease Payments |
1,663,238
|
|
Less: Imputed Interest |
(362,202)
|
|
Present Value of Lease Payments |
1,301,036
|
$ 295,914
|
Less: Current Portion |
(371,642)
|
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Long Term Portion |
$ 929,394
|
$ 94,943
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+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
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Namespace Prefix: |
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|
v3.24.1.1.u2
LEASES (Details Narrative)
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1 Months Ended |
3 Months Ended |
12 Months Ended |
Mar. 15, 2024
USD ($)
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Jul. 31, 2023 |
Jan. 01, 2023
USD ($)
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Oct. 13, 2022
USD ($)
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Jul. 01, 2022
USD ($)
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Feb. 01, 2022
USD ($)
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Jan. 24, 2022
USD ($)
ft²
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Dec. 23, 2021
USD ($)
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Oct. 11, 2021 |
Oct. 01, 2021
USD ($)
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Apr. 01, 2021
USD ($)
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Aug. 31, 2023 |
Mar. 31, 2024
USD ($)
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Mar. 31, 2023
USD ($)
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Dec. 31, 2023
USD ($)
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Restructuring Cost and Reserve [Line Items] |
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Operating lease, liability |
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$ 1,301,036
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$ 295,914
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Lease, description |
the
Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. 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; $24,000 from March 1, 2026 to February 28, 2027; $25,
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Security deposit |
$ 17,000
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31,892
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31,893
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Area of land | ft² |
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3,521
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Payment for rent |
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$ 279,419
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$ 747,778
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Lease, option to purchase property |
$ 3,277,000
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Weighted average remaining lease term |
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4 years
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Weighted average discount rate |
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10.00%
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Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Payment for rent |
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$ 192,720
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Empire Services Inc [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Renewal term |
5 years
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5 years
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Additional lessee operating lease renewal term |
5 years
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Empire Services Inc [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of
tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”).
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Empire Services Inc [Member] | January 1, 2024 [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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Under the terms
of the lease, the Company is required to pay $9,000 per month for the facility beginning January 1, 2023 and increasing by 3% on January
1, 2024
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Under the
terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3%
on January 1, 2023.
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Under the terms of the leases, Empire is required to pay $9,677 for the
prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of every
year thereafter.
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Lease expiration date |
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Jan. 01, 2024
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Jan. 01, 2024
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Operating lease, option to extend |
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the leases will continue on a month-to-month basis. The Company cannot
sublease any of the properties under the lease agreements. The Company terminated the lease on August 1, 2023.
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Empire Services Inc [Member] | January 01, 2023 [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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Under the terms of the lease, the Company is required to pay $4,300 per month for the facility beginning November 1, 2022 and
increasing by 3% on January 1, 2023.
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Empire Services Inc [Member] | July 31, 2023 [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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On
July 31, 2023, the Company terminated the leases for 12 scrap yards.
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Gain on termination of lease |
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108,863
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Empire Services Inc [Member] | August 01, 2023 [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards
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Payment for rent |
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$ 54,970
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Empire Services Inc [Member] | March ThirtyF irst Two Thousand Twenty Three [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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Under the terms of the lease, Empire is required
to pay $2,700 per month thereafter for a period of 24 months
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Lease expiration date |
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Mar. 31, 2023
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Empire Services Inc [Member] | December 23, 2025 [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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Under the terms of the lease, Empire was required
to pay $18,000 for the first month and $1,000 per month thereafter for 60 months.
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Lease expiration date |
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Dec. 23, 2025
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Operating lease, option to extend |
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the Company
does not have an option to renew or extend
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Empire Services Inc [Member] | July Thirty One Two Thousand Twenty Four [Member] | Chief Executive Officer [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Lease, description |
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Under the terms of the lease, Empire was required
to pay $2,930 per month thereafter for a period of 24 months
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Lease expiration date |
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Jul. 31, 2024
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Operating lease, option to extend |
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the Company does not have an option
to renew or extend
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Empire Services Inc [Member] | Office Lease [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Security deposit |
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$ 3,668
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Payment for rent |
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$ 3,668
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Lease percentage |
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3.00%
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Lease term |
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12 months
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Empire Services Inc [Member] | Office Lease [Member] | March 31, 2024 [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Operating lease, right-of-use asset |
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$ 30,699
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Operating lease, liability |
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$ 31,061
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Lease, description |
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Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every
year beginning on April 1, 2022.
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Security deposit |
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$ 1,150
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Empire Services Inc [Member] | Office Lease [Member] | January 1, 2024 [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Payment for rent |
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$ 9,000
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$ 8,000
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Empire Services Inc [Member] | Office Lease [Member] | January 01, 2023 [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Payment for rent |
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$ 4,300
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Empire Services Inc [Member] | Office Lease [Member] | December 23, 2025 [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Payment for rent |
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$ 2,930
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$ 18,000
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$ 2,700
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Empire Services Inc [Member] | Scrap Metal Yards [Member] | January 1, 2024 [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Renewal term |
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5 years
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Additional lessee operating lease renewal term |
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5 years
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Empire Services Inc [Member] | Scrap Metal Yards [Member] | January 01, 2023 [Member] |
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Restructuring Cost and Reserve [Line Items] |
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Renewal term |
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5 years
|
5 years
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Additional lessee operating lease renewal term |
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5 years
|
5 years
|
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Empire Services Inc [Member] | Automobiles [Member] | February 18, 2025 [Member] |
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Restructuring Cost and Reserve [Line Items] |
|
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Operating lease, right-of-use asset |
|
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|
26,804
|
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Operating lease, liability |
|
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|
$ 18,661
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Lease, description |
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Under the terms of the lease, Empire is required to pay $750 per month until the lease expires on February 18,
2025 and the Company does not have an option to renew or extend.
|
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Lease expiration date |
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Feb. 18, 2025
|
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Empire Services Inc [Member] | Automobiles [Member] | February 15, 2026 [Member] |
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Restructuring Cost and Reserve [Line Items] |
|
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|
Operating lease, right-of-use asset |
|
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|
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|
|
|
|
$ 34,261
|
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|
Operating lease, liability |
|
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|
|
|
|
|
|
$ 27,757
|
|
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|
|
Lease expiration date |
|
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|
Feb. 15, 2026
|
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Payment for rent |
|
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|
$ 650
|
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X |
- DefinitionAdditional lessee operating lease renewal term
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X |
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+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-3
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+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
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v3.24.1.1.u2
STOCKHOLDERS’ EQUITY (Details Narrative)
|
|
|
3 Months Ended |
|
|
|
Mar. 29, 2024
USD ($)
shares
|
Mar. 18, 2024
USD ($)
|
Mar. 31, 2024
USD ($)
$ / shares
shares
|
Mar. 31, 2023
USD ($)
|
Feb. 29, 2024
$ / shares
shares
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
Jul. 31, 2023
$ / shares
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Preferred stock, shares authorized | shares |
|
|
10,000,000
|
|
|
10,000,000
|
|
Common stock, shares authorized | shares |
|
|
1,200,000,000
|
|
|
500,000,000
|
|
Common stock par value | $ / shares |
|
|
$ 0.001
|
|
|
$ 0.001
|
|
Proceeds from Warrant Exercises |
|
$ 2,574,679
|
$ 2,574,679
|
|
|
|
|
Legal Fees |
|
139,955
|
612,271
|
$ 273,073
|
|
|
|
Stockholders' Equity Note, Subscriptions Receivable |
|
$ 67,923
|
$ 67,923
|
|
|
|
|
Commom stock, shares issued | shares |
|
|
43,864,860
|
|
|
16,964,336
|
|
Commom stock, shares outstanding | shares |
|
|
43,864,860
|
|
|
16,964,336
|
|
Common stock, shares to be issued | shares |
|
|
241,373
|
|
|
0
|
|
Additional paid in capital |
|
|
$ 434,962,276
|
|
|
$ 391,395,045
|
|
Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
0
|
|
|
|
|
0
|
Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
93
|
|
|
|
|
93
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
5.06
|
|
|
|
|
5.06
|
Measurement Input, Expected Term [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants expected term |
|
1 year 4 months 13 days
|
|
|
|
|
5 years 3 days
|
Senior Secured Debt [Member] | Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
0
|
|
|
|
|
Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
122.93
|
|
|
|
|
Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
4.21
|
|
|
|
|
Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants expected term |
|
|
5 years
|
|
|
|
|
Commission Senior Secured Debt [Member] | Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
0
|
|
|
|
|
Commission Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
123.05
|
|
|
|
|
Commission Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
4.22
|
|
|
|
|
Commission Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants expected term |
|
|
5 years
|
|
|
|
|
Senior Secured Debt 1 [Member] | Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
0
|
|
|
|
|
Senior Secured Debt 1 [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
93
|
|
|
|
|
Senior Secured Debt 1 [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
5.06
|
|
|
|
|
Senior Secured Debt 1 [Member] | Measurement Input, Expected Term [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants expected term |
|
|
1 year 4 months 13 days
|
|
|
|
|
Exchange Agreement [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Debt conversion, original amount |
$ 10,000,000
|
|
|
|
|
|
|
Purchase Agreement [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Common stock par value | $ / shares |
|
|
|
|
|
|
$ 0.001
|
Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Preferred stock, shares authorized | shares |
|
|
1,000
|
|
|
0
|
|
Preferred stock, par value | $ / shares |
|
|
$ 0.001
|
|
|
$ 0.001
|
|
Series D Preferred Stock [Member] | Exchange Agreement [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Convertible shares issuable | shares |
|
|
1,000
|
|
|
|
|
Preferred Stock [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Preferred stock, shares authorized | shares |
|
|
10,000,000
|
|
|
|
|
Preferred stock, par value | $ / shares |
|
|
$ 0.001
|
|
|
|
|
Preferred Stock [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Preferred stock, par value | $ / shares |
|
|
|
|
$ 0.001
|
|
|
Common stock, shares authorized | shares |
1,000
|
|
|
|
|
|
|
Convertible shares of common stock |
$ 10,000
|
|
|
|
|
|
|
Convertible shares issuable | shares |
|
|
|
|
0.204
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
[custom:StockIssuedDuringPeriodSharesExerciseOfWarrantsForCash] | shares |
|
|
16,035,834
|
|
|
|
|
Legal Fees |
|
|
$ 139,955
|
|
|
|
|
[custom:StockIssuedDuringPeriodValueExtraIssuedShares] |
|
|
52,183
|
|
|
|
|
[custom:AdditionalPaidInCapitalForExercises-0] |
|
|
$ 2,818,464
|
|
|
|
|
Debt Conversion, Converted Instrument, Shares Issued | shares |
|
|
10,864,690
|
|
|
|
|
Principal amount |
|
|
$ 2,066,740
|
|
|
|
|
Fair value |
|
|
2,031,677
|
|
|
|
|
Fair market value |
|
|
24,198
|
|
|
|
|
Additional paid in capital for conversions |
|
|
$ 2,031,677
|
|
|
|
|
Common Stock To Be Issued[Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
[custom:StockIssuedDuringPeriodSharesExerciseOfWarrantsForCash] | shares |
|
|
241,373
|
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Additional paid in capital |
|
|
$ 1,444,324
|
|
|
|
|
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
0
|
|
|
|
|
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
108.49
|
|
|
|
|
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants risk-free interest rate |
|
|
4.36
|
|
|
|
|
Warrant [Member] | Measurement Input, Expected Term [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Warrants expected term |
|
|
5 years
|
|
|
|
|
Warrant [Member] | Senior Secured Debt [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Additional paid in capital |
|
|
$ 288,900
|
|
|
|
|
Warrant [Member] | Senior Secured Debt 1 [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Additional paid in capital |
|
|
23,943,940
|
|
|
|
|
Warrant [Member] | Purchase Agreement [Member] |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
Additional paid in capital |
|
|
$ 3,029,927
|
|
|
|
|
X |
- DefinitionAdditional paid in capital for conversions.
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v3.24.1.1.u2
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2024 |
Dec. 31, 2023 |
Shares, Outstanding, Beginning |
18,649,802
|
|
Weighted-Average Exercise Price, Outstanding, Beginning |
$ 0.89
|
|
Weighted-Average Remaining Contractual Term, Outstanding, Ending |
4 years 9 months 29 days
|
3 years 11 months 26 days
|
Aggregate Intrinsic Value, Outstanding, Beginning |
$ 1,388,582
|
|
Shares, Granted |
30,350,895
|
|
Weighted-Average Exercise Price, Granted |
$ 0.204
|
|
Shares, Exercised |
(16,277,207)
|
|
Weighted-Average Exercise Price, Exercised |
$ 0.204
|
|
Shares, Expired/Canceled |
|
|
Weighted-Average Exercise Price, Expired/Canceled |
|
|
Shares, Outstanding, Ending |
32,723,490
|
18,649,802
|
Weighted-Average Exercise Price, Outstanding, Ending |
$ 0.204
|
$ 0.89
|
Aggregate Intrinsic Value, Outstanding, Ending |
$ 11,449
|
$ 1,388,582
|
Shares, Exercisable |
32,723,490
|
|
Weighted-Average Exercise Price, Exercisable |
$ 0.204
|
|
Weighted-Average Remaining Contractual Term, Exercisable |
4 years 9 months 29 days
|
|
Aggregate Intrinsic Value, Exercisable |
$ 11,449
|
|
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v3.24.1.1.u2
SCHEDULE OF WARRANT EXERCISABLE (Details) - $ / shares
|
3 Months Ended |
|
|
Mar. 31, 2024 |
Mar. 18, 2024 |
Dec. 31, 2023 |
Exercise Price |
|
$ 0.204
|
|
Warrant [Member] |
|
|
|
Exercise Price |
$ 0.204
|
$ 0.25
|
$ 0.89
|
Warrants Outstanding |
32,723,490
|
|
18,649,802
|
Weighted Avg. Remaining Life |
4 years 9 months 29 days
|
|
|
Warrants, Exercisable |
32,723,490
|
|
|
Warrant [Member] | Exercise Price 1 [Member] |
|
|
|
Exercise Price |
$ 0.01
|
|
|
Warrants Outstanding |
103,144
|
|
|
Weighted Avg. Remaining Life |
4 years 4 months 2 days
|
|
|
Warrants, Exercisable |
103.44
|
|
|
Warrant [Member] | Exercise Price 2 [Member] |
|
|
|
Exercise Price |
$ 0.204
|
|
|
Warrants Outstanding |
32,620,346
|
|
|
Weighted Avg. Remaining Life |
4 years 9 months 29 days
|
|
|
Warrants, Exercisable |
32,620,346
|
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v3.24.1.1.u2
WARRANTS (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
|
Mar. 29, 2024 |
Mar. 18, 2024 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Warrants |
|
|
|
|
|
Class of warrant or right issued during the period |
|
16,035,834
|
|
|
|
Additional shares issued |
|
241,373
|
|
|
|
Proceeds from warrant exercises |
|
$ 2,574,679
|
$ 2,574,679
|
|
|
Payment of legal fees |
|
139,955
|
612,271
|
$ 273,073
|
|
Subscription receivable |
|
$ 67,923
|
67,923
|
|
|
Warrant outstanding |
2,700,000
|
27,544,788
|
|
|
|
Warrant exercise price |
|
$ 0.204
|
|
|
|
Dividend |
|
$ 1,444,324
|
|
|
|
New warrants issued |
|
$ 3,029,927
|
|
|
|
Fair value of warrants |
$ 288,900
|
|
|
|
|
Aggregate intrinsic value of outstanding stock warrants |
|
|
$ 11,449
|
|
|
Stock price per share |
|
|
$ 0.121
|
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v3.24.1.1.u2
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2024 |
Dec. 31, 2023 |
Option Indexed to Issuer's Equity [Line Items] |
|
|
Aggregate Intrinsic Value, Outstanding, Ending |
$ 0
|
|
Share-Based Payment Arrangement, Option [Member] |
|
|
Option Indexed to Issuer's Equity [Line Items] |
|
|
Shares, Outstanding, Beginning |
92,166
|
|
Weighted-Average Exercise Price, Outstanding, Beginning |
$ 148.11
|
|
Weighted- Average Remaining Contractual Term, Ending |
3 years 2 months 26 days
|
3 years 5 months 26 days
|
Aggregate Intrinsic Value, Outstanding, Beginning |
|
|
Shares, Granted |
|
|
Shares, Exercised |
|
|
Shares, Expired/Canceled |
|
|
Shares, Outstanding, Ending |
92,166
|
92,166
|
Weighted-Average Exercise Price, Outstanding, Ending |
$ 148.11
|
$ 148.11
|
Aggregate Intrinsic Value, Outstanding, Ending |
|
|
Shares, Exercisable |
92,166
|
|
Weighted-Average Exercise Price, Exercisable |
$ 148.11
|
|
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3 years 2 months 26 days
|
|
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|
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SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE (Details) - Share-Based Payment Arrangement, Option [Member]
|
3 Months Ended |
Mar. 31, 2024
$ / shares
shares
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Number of Options |
92,166
|
Number of Options Exercisable |
92,166
|
Exercise Price 1 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Number of Options |
44,368
|
Remaining Life In Years |
4 years 3 days
|
Number of Options Exercisable |
44,368
|
Exercise Price 1 [Member] | Minimum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 23.00
|
Exercise Price 1 [Member] | Maximum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 75.00
|
Exercise Price 2 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Number of Options |
6,476
|
Remaining Life In Years |
3 years 3 days
|
Number of Options Exercisable |
6,476
|
Exercise Price 2 [Member] | Minimum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 75.01
|
Exercise Price 2 [Member] | Maximum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 150.00
|
Exercise Price 3 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Number of Options |
6,079
|
Remaining Life In Years |
2 years 4 months 13 days
|
Number of Options Exercisable |
6,079
|
Exercise Price 3 [Member] | Minimum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 150.01
|
Exercise Price 3 [Member] | Maximum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 225.00
|
Exercise Price 4 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Number of Options |
33,133
|
Remaining Life In Years |
2 years 5 months 12 days
|
Number of Options Exercisable |
33,133
|
Exercise Price 4 [Member] | Minimum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 225.01
|
Exercise Price 4 [Member] | Maximum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 300.00
|
Exercise Price 5 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Number of Options |
2,110
|
Remaining Life In Years |
2 years 4 months 6 days
|
Number of Options Exercisable |
2,110
|
Exercise Price 5 [Member] | Minimum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 300.01
|
Exercise Price 5 [Member] | Maximum [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Exercise Price | $ / shares |
$ 321.00
|
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v3.24.1.1.u2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
|
3 Months Ended |
|
|
|
Jan. 01, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Mar. 29, 2024 |
Dec. 31, 2023 |
Jul. 31, 2023 |
Payment for rent |
|
$ 279,419
|
$ 747,778
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
|
Payment for rent |
|
192,720
|
|
|
|
|
Accrued rent |
|
1,166,940
|
|
|
$ 2,070,402
|
|
Payment to hauling service |
|
106,621
|
|
|
|
|
Chief Executive Officer [Member] | Shipping and Handling [Member] |
|
|
|
|
|
|
Proceeds from hauling service |
|
64,082
|
|
|
|
|
Payment to hauling service |
|
342,319
|
|
|
|
|
Chief Executive Officer [Member] | DWM Note [Member] |
|
|
|
|
|
|
Principal amount |
|
|
|
$ 10,000,000
|
|
$ 17,218,350
|
Asset cost basis |
|
|
|
|
$ 9,850,850
|
7,367,500
|
Fair market value |
|
|
|
|
|
$ 17,218,350
|
Debt instrument, interest rate |
|
|
|
|
7.00%
|
|
Principal payment |
|
0
|
|
|
|
|
Interest payment |
|
291,440
|
|
|
|
|
Principal balance |
|
$ 7,218,350
|
|
|
$ 17,218,350
|
|
Chief Executive Officer [Member] | DWM Note [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
Convertible shares issuable |
|
|
|
1,000
|
|
|
Kelford and Carrolton Yards [Member] |
|
|
|
|
|
|
Related Party Transaction, Description of Transaction |
Company
entered into a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive
Officer. Under the terms of the lease agreement, the Company pays $9,000 per month in rent, increasing 3% on January 1st of
each year. The lease expires on January 1, 2025 and the Company has two options to extend the lease by a term of five years per option.
|
|
|
|
|
|
Payment for rent |
$ 54,970
|
|
|
|
|
|
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- DefinitionCarrying value as of the balance sheet date of obligations incurred through that date and payable for contractual rent under lease arrangements.
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v3.24.1.1.u2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
|
|
|
|
2 Months Ended |
|
|
|
|
|
May 16, 2024 |
May 16, 2024 |
May 10, 2024 |
Apr. 22, 2024 |
May 17, 2024 |
May 07, 2024 |
May 03, 2024 |
Apr. 20, 2024 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
|
|
|
$ 0.121
|
|
Convertible debt |
|
|
|
|
|
|
|
|
$ 9,759,725
|
$ 12,098,241
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
288,658,249
|
|
|
227,787
|
|
|
|
|
|
Number of additional shares issued |
|
16,666,667
|
|
|
|
|
|
|
|
|
Convertible debt |
$ 12,212,997
|
$ 12,212,997
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Senior Notes [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
|
|
|
|
|
$ 0.05
|
|
|
|
Share price |
|
|
|
|
|
$ 0.10
|
|
$ 0.25
|
|
|
Subsequent Event [Member] | Exchange Agreement [Member] | DWM Properties LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
61,853,899
|
|
|
|
|
|
|
Exchange the remaining of secured promissory note |
|
|
|
$ 7,218,350
|
|
|
|
|
|
|
Subsequent Event [Member] | Exchange Agreement [Member] | DWM Properties LLC [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
200,000,000
|
|
|
|
|
|
|
|
Number of exchange of shares |
|
|
1,000
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
420,596,154
|
|
|
45,058,612
|
|
|
|
|
|
|
Warrants to purchase shares |
420,596,154
|
420,596,154
|
|
45,058,612
|
|
|
|
|
|
|
Gross proceeds from warrants |
$ 21,871,000
|
|
|
$ 5,258,340
|
|
|
|
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Greenwave Technology Sol... (NASDAQ:GWAV)
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