Greenwave Receives Nasdaq Non‑Compliance Notice for Late 2025 Form 10‑K Filing

GWAV
April 23, 2026

Greenwave Technology Solutions, Inc. (GWAV) received a Nasdaq Listing Qualifications Department notice on April 20 2026, formally notifying the company that it was out of compliance with Nasdaq Listing Rule 5250(c)(1) for failing to file its 2025 Form 10‑K by the required deadline. The notice, issued to the company on April 22 2026, gives Greenwave 60 calendar days to submit a plan to regain compliance. If Nasdaq accepts the plan, the company may receive an extension of up to 180 days, until October 12 2026, to file the report. The notice does not immediately affect the company’s listing status, but failure to comply could trigger a delisting action.

The delay was attributed to unreasonable effort or expense, as disclosed in a Form 12b‑25 filed on March 31 2026. Management has stated it is working diligently to complete and file the 2025 Form 10‑K with the SEC and thereby regain compliance with the Rule as soon as practicable. The company’s new chief financial officer, Chelsea Pullano, was appointed on February 5 2026 to strengthen financial oversight and reporting capabilities.

Financially, Greenwave reported Q3 2025 revenue of $12.7 million, up 49% from $8.5 million in Q3 2024, and a net loss of $5.3 million versus a $4.8 million loss in the prior year. For the nine months ended September 30 2025, revenue increased 24.7% year‑over‑year to $31.0 million, while gross profit remained flat at $9.1 million due to higher hauling costs. The net loss available to common stockholders narrowed to $17.9 million from $82.1 million in the prior year period.

Greenwave’s governance and liquidity challenges have intensified in recent months. The company has faced multiple Nasdaq notices, a reverse stock split in August 2025 to meet minimum bid price requirements, and a staff determination letter in November 2025. Management has expressed optimism about the company’s prospects, stating, “With 20 years of experience in the scrap metal industry, management has never been more bullish about the future prospects of our business.” The firm is pursuing growth through government contracts, raising FY 2025 revenue guidance to $47‑$50 million, and benefiting from anticipated tariffs on steel and aluminum imports that could boost domestic demand.

Investors are closely monitoring Greenwave’s compliance plan and Nasdaq’s approval, as the outcome will determine whether the stock remains listed on the Nasdaq Capital Market or moves to an over‑the‑counter venue. The company’s market capitalization has shrunk to $3.21 million as of April 22 2026, reflecting the cumulative impact of regulatory notices, declining revenue, and liquidity concerns.

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