Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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

☐ 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

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

PART I. FINANCIAL INFORMATION
	ITEM 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	2
		Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (unaudited)	3
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	5
		Notes to Condensed Consolidated Financial Statements (unaudited)	6
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	33
	ITEM 4.	Controls and Procedures	33

PART II. OTHER INFORMATION
	ITEM 1.	Legal Proceedings	35
	ITEM 1A.	Risk Factors	35
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
	ITEM 3.	Defaults Upon Senior Securities	35
	ITEM 4.	Mine Safety Disclosures	35
	ITEM 5.	Other Information	35
	ITEM 6.	Exhibits	37
	SIGNATURES		38

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	)

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

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:

	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:

	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:

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 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.

	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:

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.

	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:

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:

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

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 $52,183. 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	$	-

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 1^st 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 (20^th) 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

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.

Waiver Agreement

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

		Incorporated by Reference
No.	Description	Form	Filing Number	Exhibit	Filing Date
4.1*	Form of Warrant issued to Purchasers
4.2*	Form of Financial Advisor Warrant
5.1*	Opinion of Pryor Cashman LLP
10.1*	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto
23.1*	Consent of Pryor Cashman LLP (included in Exhibit 5.1)
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	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 61^stday 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 (5^th) 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.

By:
Name:	Danny Meeks
Title:	Chief Executive Officer

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:

Account name:

Account number:

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

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:
	(Please Print)

Address:
	(Please Print)

Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature: _______________
Holder’s Address: _______________

Exhibit 4.2

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 2. Exercise.

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”).

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

d) Mechanics of Exercise.

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 61^stday 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.

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).

h) Notice to Holder.

Section 4. Transfer of Warrant.

Section 5. Miscellaneous.

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.

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.

By:
Name:	Danny Meeks
Title:	Chief Executive Officer

NOTICE OF EXERCISE

TO:	GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

(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:

Account name:

Account number:

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

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:
	(Please Print)

Address:
	(Please Print)

Phone Number:
Email Address:
Dated: _______________ __, ______
Holder’s Signature: _______________
Holder’s Address: _______________

Exhibit 5.1

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.

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,

/s/ PRYOR CASHMAN LLP

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 37^th 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 (30^th) 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 (3^rd) 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 (2^nd) 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)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 20, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		639,663,407

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

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)

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

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Operating expense related party	$ 192,720	$ 672,557

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

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)

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

Basis of Presentation

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

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

Use of Estimates

Fair Value of Financial Instruments

The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Cash

Accounts Receivable

Property and Equipment, net

Cost of Revenue

Related Party Transactions

Leases

Commitments and Contingencies

Revenue Recognition

The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.

(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

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

Income Taxes

Convertible Instruments

Deemed Dividend

Issuance of Debt Instruments With Detachable Stock Purchase Warrants

Environmental Remediation Liability

Management believes these contingent environmental-related liabilities have been resolved.

Long-Lived Assets

Factoring Agreements

Segment Reporting

Net Earnings (Loss) Per Common Share

Potentially dilutive securities are as follows:

	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

CONCENTRATIONS OF RISK

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

CONCENTRATIONS OF RISK

NOTE 4 – CONCENTRATIONS OF RISK

Accounts Receivable

Customer Concentrations

approximately 58% and 6% of our revenues, respectively.

The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.

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:

	March 31, 2024		December 31, 2023
Processed and unprocessed scrap metal	$	400,219	$	200,428
Finished products		-		-
Inventories	$	400,219	$	200,428

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

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

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:

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

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

Non-Convertible Notes Payable

The following table details the current and long-term principal due under non-convertible notes as of March 31, 2024.

	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:

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

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

	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

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

CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 11 – CONVERTIBLE NOTES PAYABLE

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:

Maturity Date	Principal Balance Due
2024	$	5,000,000
2025	$	9,436,177
Total Principal Outstanding	$	14,436,177

LEASES

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

LEASES

NOTE 12 – LEASES

Property Leases (Operating Leases)

Automobile Leases (Operating Leases)

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:

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

COMMITMENTS AND CONTINGENCES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCES

NOTE 13 – COMMITMENTS AND CONTINGENCES

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

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.

Additional Paid in Capital

WARRANTS

3 Months Ended

Mar. 31, 2024

Warrants

WARRANTS

NOTE 15 – WARRANTS

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

STOCK OPTIONS

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS

NOTE 16 – STOCK 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	$	-

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

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 17 – RELATED PARTY TRANSACTIONS

Agreements with Danny Meeks and Affiliates of Danny Meeks

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.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

Accounts Receivable

Accounts Receivable

Property and Equipment, net

Property and Equipment, net

Cost of Revenue

Cost of Revenue

Related Party Transactions

Related Party Transactions

Leases

Leases

Commitments and Contingencies

Commitments and Contingencies

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.

(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

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

Income Taxes

Income Taxes

Convertible Instruments

Convertible Instruments

Deemed Dividend

Deemed Dividend

Issuance of Debt Instruments With Detachable Stock Purchase Warrants

Issuance of Debt Instruments With Detachable Stock Purchase Warrants

Environmental Remediation Liability

Environmental Remediation Liability

Management believes these contingent environmental-related liabilities have been resolved.

Long-Lived Assets

Long-Lived Assets

Factoring Agreements

Factoring Agreements

Segment Reporting

Segment Reporting

Net Earnings (Loss) Per Common Share

Net Earnings (Loss) Per Common Share

Potentially dilutive securities are as follows:

	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

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:

	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

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:

	March 31, 2024		December 31, 2023
Processed and unprocessed scrap metal	$	400,219	$	200,428
Finished products		-		-
Inventories	$	400,219	$	200,428

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

AMORTIZATION OF INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

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:

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

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.

	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:

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

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

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

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:

Maturity Date	Principal Balance Due
2024	$	5,000,000
2025	$	9,436,177
Total Principal Outstanding	$	14,436,177

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:

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

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

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

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

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

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)

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

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

CONCENTRATIONS OF RISK (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
CONCENTRATIONS OF RISK (Details Narrative) - USD ($)	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

SCHEDULE OF INVENTORIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Processed and unprocessed scrap metal	$ 400,219	$ 200,428
Finished products
Inventories	$ 400,219	$ 200,428

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

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 899,190	$ 529,228

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

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

AMORTIZATION OF INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 739,625	$ 739,625

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
Related Party Equipment Notes Payable [Member] \| Non Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Principal of Non-Convertible Notes Current
Simple Agreement for Future Tokens [Member] \| Non Convertible Notes Payable [Member]
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

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

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

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

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	$ 5,122,300	$ 6,100,449

ACCRUED PAYROLL AND RELATED EXPENSES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accrued Payroll And Related Expenses
Payroll tax liabilities, penalties	$ 4,009,213	$ 4,089,836

SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES (Details)	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
Total Principal Outstanding	$ 14,436,177
Convertible Note 1 [Member]
Debt Instrument [Line Items]
Total Principal Outstanding	5,000,000
Convertible Note Two [Member]
Debt Instrument [Line Items]
Total Principal Outstanding	$ 9,436,177

CONVERTIBLE NOTES PAYABLE (Details Narrative)			3 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative)	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

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

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)
Long Term Portion	$ 929,394	$ 94,943

LEASES (Details Narrative)												1 Months Ended	3 Months Ended		12 Months Ended
LEASES (Details Narrative)	Mar. 15, 2024 USD ($)	Jul. 31, 2023	Jan. 01, 2023 USD ($)	Oct. 13, 2022 USD ($)	Jul. 01, 2022 USD ($)	Feb. 01, 2022 USD ($)	Jan. 24, 2022 USD ($) ft²	Dec. 23, 2021 USD ($)	Oct. 11, 2021	Oct. 01, 2021 USD ($)	Apr. 01, 2021 USD ($)	Aug. 31, 2023	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Operating lease, liability													$ 1,301,036		$ 295,914
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,
Security deposit	$ 17,000												31,892		31,893
Area of land \| ft²							3,521
Payment for rent													$ 279,419	$ 747,778
Lease, option to purchase property	$ 3,277,000
Weighted average remaining lease term													4 years
Weighted average discount rate													10.00%
Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Payment for rent													$ 192,720
Empire Services Inc [Member]
Restructuring Cost and Reserve [Line Items]
Renewal term	5 years								5 years
Additional lessee operating lease renewal term	5 years
Empire Services Inc [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description							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”).
Empire Services Inc [Member] \| January 1, 2024 [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description			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			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.			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.
Lease expiration date						Jan. 01, 2024			Jan. 01, 2024
Operating lease, option to extend									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.
Empire Services Inc [Member] \| January 01, 2023 [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description				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.
Empire Services Inc [Member] \| July 31, 2023 [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description		On July 31, 2023, the Company terminated the leases for 12 scrap yards.
Gain on termination of lease															108,863
Empire Services Inc [Member] \| August 01, 2023 [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description												Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards
Payment for rent															$ 54,970
Empire Services Inc [Member] \| March ThirtyF irst Two Thousand Twenty Three [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description											Under the terms of the lease, Empire is required to pay $2,700 per month thereafter for a period of 24 months
Lease expiration date											Mar. 31, 2023
Empire Services Inc [Member] \| December 23, 2025 [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description								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.
Lease expiration date								Dec. 23, 2025
Operating lease, option to extend								the Company does not have an option to renew or extend
Empire Services Inc [Member] \| July Thirty One Two Thousand Twenty Four [Member] \| Chief Executive Officer [Member]
Restructuring Cost and Reserve [Line Items]
Lease, description					Under the terms of the lease, Empire was required to pay $2,930 per month thereafter for a period of 24 months
Lease expiration date					Jul. 31, 2024
Operating lease, option to extend					the Company does not have an option to renew or extend
Empire Services Inc [Member] \| Office Lease [Member]
Restructuring Cost and Reserve [Line Items]
Security deposit							$ 3,668
Payment for rent							$ 3,668
Lease percentage							3.00%
Lease term							12 months
Empire Services Inc [Member] \| Office Lease [Member] \| March 31, 2024 [Member]
Restructuring Cost and Reserve [Line Items]
Operating lease, right-of-use asset										$ 30,699
Operating lease, liability										$ 31,061
Lease, description										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.
Security deposit										$ 1,150
Empire Services Inc [Member] \| Office Lease [Member] \| January 1, 2024 [Member]
Restructuring Cost and Reserve [Line Items]
Payment for rent			$ 9,000			$ 8,000
Empire Services Inc [Member] \| Office Lease [Member] \| January 01, 2023 [Member]
Restructuring Cost and Reserve [Line Items]
Payment for rent				$ 4,300
Empire Services Inc [Member] \| Office Lease [Member] \| December 23, 2025 [Member]
Restructuring Cost and Reserve [Line Items]
Payment for rent					$ 2,930			$ 18,000			$ 2,700
Empire Services Inc [Member] \| Scrap Metal Yards [Member] \| January 1, 2024 [Member]
Restructuring Cost and Reserve [Line Items]
Renewal term						5 years
Additional lessee operating lease renewal term						5 years
Empire Services Inc [Member] \| Scrap Metal Yards [Member] \| January 01, 2023 [Member]
Restructuring Cost and Reserve [Line Items]
Renewal term			5 years	5 years
Additional lessee operating lease renewal term			5 years	5 years
Empire Services Inc [Member] \| Automobiles [Member] \| February 18, 2025 [Member]
Restructuring Cost and Reserve [Line Items]
Operating lease, right-of-use asset										26,804
Operating lease, liability										$ 18,661
Lease, description										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.
Lease expiration date										Feb. 18, 2025
Empire Services Inc [Member] \| Automobiles [Member] \| February 15, 2026 [Member]
Restructuring Cost and Reserve [Line Items]
Operating lease, right-of-use asset										$ 34,261
Operating lease, liability										$ 27,757
Lease expiration date										Feb. 15, 2026
Payment for rent										$ 650

STOCKHOLDERS’ EQUITY (Details Narrative)			3 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative)	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

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

SCHEDULE OF WARRANT EXERCISABLE (Details) - $ / shares	3 Months Ended
SCHEDULE OF WARRANT EXERCISABLE (Details) - $ / shares	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

WARRANTS (Details Narrative) - USD ($)			3 Months Ended
WARRANTS (Details Narrative) - USD ($)	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

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	3 Months Ended	12 Months Ended
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	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
Weighted- Average Remaining Contractual Term, Exercisable	3 years 2 months 26 days
Aggregate Intrinsic Value, Exercisable

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

STOCK OPTIONS (Details Narrative) - USD ($)	3 Months Ended
STOCK OPTIONS (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for grant	490,296
Shares reserved for future issuance	891,371
Aggregate intrinsic value outstanding stock options	$ 0
Fair value of all options, vested	0	$ 0
Unrecognized compensation expense	$ 0
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 0.121

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

SUBSEQUENT EVENTS (Details Narrative) - USD ($)					2 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	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