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Greenwave (Nasdaq: GWAV) faces Nasdaq notice for late 2025 Form 10-K

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Greenwave Technology Solutions, Inc. received a Nasdaq notice on April 20, 2026 stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended December 31, 2025.

The company has 60 calendar days to submit a plan to regain compliance. If Nasdaq accepts this plan, the company may receive up to 180 calendar days from the 10-K due date, until October 12, 2026, to regain compliance. Greenwave’s shares will continue trading on The Nasdaq Capital Market under the symbol GWAV while it works to complete and file the 2025 Form 10-K.

Positive

  • None.

Negative

  • Nasdaq non-compliance notice for late Form 10-K – The company has not filed its 2025 Form 10-K by the due date and is out of compliance with Nasdaq Listing Rule 5250(c)(1), introducing a formal listing-compliance process and potential future delisting risk if it cannot regain compliance.

Insights

Nasdaq late-filing notice introduces listing risk but allows time to cure.

Greenwave is currently out of compliance with Nasdaq Listing Rule 5250(c)(1) for not filing its 2025 Form 10-K on time. Nasdaq has issued a notice, a standard step when periodic reports are late for listed companies.

The company has 60 days to submit a compliance plan, and Nasdaq may grant up to 180 days from the 10-K due date, until October 12, 2026, to resolve the issue. During this period, the stock remains listed on The Nasdaq Capital Market under the symbol GWAV.

The filing emphasizes that there is no immediate impact on trading status. However, the text also highlights risks that the company may not meet Nasdaq standards or secure relief, so investors will need future company filings to see whether the 10-K is filed and compliance restored within the allowed timeframe.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Compliance plan window 60 calendar days Time given by Nasdaq Staff to submit a plan to regain compliance
Maximum compliance extension 180 calendar days Possible exception period from 2025 Form 10-K due date, to October 12, 2026
Recycling facilities 13 facilities Metal recycling sites operated in Virginia, North Carolina, and Ohio
Form year end December 31, 2025 Fiscal year end for the delayed Annual Report on Form 10-K
Potential final compliance date October 12, 2026 Latest date Nasdaq may allow to regain compliance if plan is accepted
Nasdaq Listing Rule 5250(c)(1) regulatory
"because it has not yet filed its Annual Report on Form 10-K... Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Nasdaq Listing Rule 5810(b) regulatory
"discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b)"
The Nasdaq Capital Market market
"securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “GWAV.”"
A tier of the Nasdaq stock exchange that hosts smaller or early-stage public companies that meet defined listing standards for size, share price and governance. Think of it as a particular shelf in a store for emerging brands: it gives investors a centralized place to find and trade these stocks while signaling that the companies meet basic regulatory and financial rules. Investors watch it for growth opportunities and higher volatility compared with larger markets.
forward-looking statements regulatory
"may represent “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995"
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

April 20, 2026

Date of report (date of earliest event reported)

 

Greenwave Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41452   46-2612944

(State or other jurisdictions of

incorporation or organization)

   (Commission
File Number)		  

(I.R.S. Employer

Identification No.)

 

4016 Raintree Road, Suite 300

Chesapeake, VA 23321

(Address of principal executive offices) (Zip Code)

 

(800) 490-5020

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   GWAV   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 
 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 20, 2026, Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”), Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”).

 

The Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance with the Rule. If the Staff accepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.

 

The Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b). Neither the Notice nor the Company’s non-compliance with the Rule has an immediate effect on the listing or trading of the Company’s securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “GWAV.” The Company continues to work diligently to complete and file the 2025 Form 10-K with the SEC and thereby regain compliance with the Rule as soon as practicable.

 

Forward Looking Statements

 

The Company cautions you certain of the statements in this Form 8-K or in its press release may represent “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words such as “expect,” “believe,” “anticipate,” “intend,” “plan,” “project,” “will” or “estimate,” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors, including but not limited to the following: that there can be no assurance that the Company will comply with the Rule during any compliance period or otherwise in the future; that there can be no assurance that the Company will otherwise meet Nasdaq compliance standards for continued listing on the Nasdaq Capital Market; that there can be no assurance that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief; and other risk factors described from time to time in the Company’s Forms 10-K, Forms 10-K/A, Forms 10-Q, and Form 8-K reports (including all amendments to those reports).

 

Item 7.01Regulation FD Disclosure.

 

On April 22, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated April 22, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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 hereunto duly authorized.

 

GREENWAVE TECHNOLOGY SOLUTIONS, INC.  
     
By: /s/ Danny Meeks  
Name: Danny Meeks  
Title: Chief Executive Officer  

 

Date: April 22, 2026

 

 

 

 

 

Exhibit 99.1

 

Greenwave Announces Receipt of Non-Compliance Notice from Nasdaq

 

(Chesapeake, VA) April 22, 2026 – Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) (Nasdaq: GWAV), an operator of metal recycling facilities in Virginia, North Carolina, and Ohio, today reported that the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) on April 20, 2026, which indicated that because the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”) by the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC.

 

The Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance with the Rule. If the Staff accepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.

 

Neither the Notice nor the Company’s non-compliance with the Rule has an immediate effect on the listing or trading of the Company’s securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “GWAV.” The Company continues to work diligently to complete and file the 2025 Form 10-K with the SEC and thereby regain compliance with the Rule as soon as practicable.

 

About Greenwave

 

Greenwave Technology Solutions, Inc., through its wholly owned subsidiary Empire Services, Inc., is an operator of 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The Company’s recycling facilities collect, classify, and process raw scrap metal (ferrous and nonferrous) and implement several unique technologies to increase metal processing volumes and operating efficiencies, including a downstream recovery system and cloud-based ERP system.

 

Steel is one of the world’s most recycled products with the ability to be re-melted and re-cast numerous times. Recycling steel provides key environmental benefits over virgin metals, including reduced energy use, lower CO2 emissions, lower waste, and conserving natural resources. The Company’s customers include large corporations, industrial manufacturers, retail customers, and government organizations. For more information, please visit www.GWAV.com.

 

Forward-looking Statements

 

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements about its revenue growth, opening of additional locations, margin expansion and cashflow projections. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, the Company can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s control), assumptions and other factors that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements and the trading price for the Company’s Common Stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the SEC. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

Contact Info:

(800) 490-5020

Info@GWAV.com

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Greenwave Technology Solutions (GWAV) receive a Nasdaq non-compliance notice?

Greenwave received the notice because it did not file its Annual Report on Form 10-K for the year ended December 31, 2025 by the required deadline. Nasdaq Listing Rule 5250(c)(1) requires timely filing of all periodic financial reports with the SEC.

How long does Greenwave (GWAV) have to regain compliance with Nasdaq rules?

Greenwave has 60 calendar days to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq accepts the plan, it may grant up to 180 calendar days from the 2025 Form 10-K due date, potentially until October 12, 2026.

Does Nasdaq’s non-compliance notice immediately affect GWAV stock trading?

The notice does not immediately affect trading. The company states that neither the notice nor its non-compliance currently impacts the listing or trading of its securities, which will continue to trade on The Nasdaq Capital Market under the symbol GWAV while it works to file the 2025 Form 10-K.

What steps is Greenwave taking to address the Nasdaq notice about its 2025 Form 10-K?

Greenwave states it is working diligently to complete and file its 2025 Form 10-K with the SEC. Submitting this filing and providing an acceptable plan to Nasdaq are the key steps to regaining compliance with Nasdaq Listing Rule 5250(c)(1) within the allowed timeframe.

What business does Greenwave Technology Solutions (GWAV) operate?

Greenwave, through its subsidiary Empire Services, Inc., operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. These facilities collect, classify, and process ferrous and nonferrous scrap metal using technologies such as a downstream recovery system and a cloud-based ERP system.

Could Greenwave lose its Nasdaq listing because of the late 2025 Form 10-K?

The company notes there can be no assurance it will comply with the rule in the future or receive relief from Nasdaq. While trading continues for now, the filing acknowledges a risk that Nasdaq might not grant relief if compliance is not ultimately achieved.

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