As filed with the Securities and Exchange Commission on April 11, 2016.18, 2022

Registration No. 333-333-261771

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

AMENDMENT NO. 2

to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________

MASSROOTS,GREENWAVE TECHNOLOGY SOLUTIONS, INC. (f/k/a MassRoots, Inc.)

(Exact name of registrant as specified in its charter)

1624 Market Street, Suite 201, Denver, CO 80202
(720) 442-0052
277 Suburban Drive, Suffolk, VA23434

(757) 966-1432

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

______________________

Isaac Dietrich, Danny Meeks

Chief Executive Officer

MassRoots, Inc.
1624 Market Street, Suite 201, Denver, CO 80202277 Suburban Drive

(720) 442-0052
Suffolk, VA23434

(757) 966-1432

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

______________________

Please send copies of all communicationsCopies to:

______________________M. Ali Panjwani

Pryor Cashman LLP

As soon as practicable after the effective date of this Registration Statement.7 Times Square

(New York, NY 10036

212-326-0820

Approximate date of commencement of proposed sale to the public)public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [ ]☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]

☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reportingIf an emerging growth company, [X]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 to Section 7(a)(2)(B) of the Securities Act. ☐

^{(Do not check if a smaller reporting company)}

____________________ 

Calculation of Registration Fee

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (“Securities Act”)

(2) Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price.

(3) Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(4) No fee pursuant to Rule 457(g).

____________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

____________________

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS -SUBJECT TO COMPLETION

Dated [ ], 2016April 18, 2022

Technology Platform for the Cannabis Industry

MassRoots, Inc.

An Offering of up to [ ]15,238,461 Shares of Common Stock and
Warrants to Purchase up to [ ] Shares of Common Stock

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). This prospectus relates to the offeringsale or other disposition from time to time by the selling stockholders of Greenwave Technology Solutions, Inc., a Delaware corporation (f/k/a MassRoots, Inc.) (the “Company”) identified in this prospectus of up to [ ]15,238,461 shares of our common stock, par value par value $0.001 per share (“Common Stock”), and warrants to purchase up to [ ] shares of our Common Stock (each whole warrant, a “Warrant”). This prospectus also includes theincluding 2,565,059 shares of Common Stock that are issuable from time to time upon exerciseconversion of the Warrants (the Common Stock, the Warrants,outstanding convertible debt and the Common Stock underlying the Warrants, the “Securities”). We will offer one share of Common Stock in a fixed combination with a Warrant to purchase [ ]2,514,428 shares of Common Stock issuable upon exercise of outstanding warrants (collectively, the “Resale Shares”). All of the Resale Shares were initially purchased from the Company in private placement transactions and are being offered for resale by the selling stockholders. For a public offering pricedescription of $[ ]the transactions pursuant to which this resale registration statement relates, please see “Recent Unregistered Financings.”

The Resale Shares may be sold by the selling stockholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section entitled “Plan of Distribution” in this Prospectus.

The Resale Shares may be sold by the selling stockholder at $15.00 per share until the shares are listed on a national securities exchange or quoted on the OTC Bulletin Board, the OTCQX marketplace or the OTCQB marketplace. Thereafter, the prices at which the selling stockholders may sell the Resale Shares will be determined by the prevailing market price for shares of the Company’s Common Stock or in negotiated transactions. We will not receive any proceeds from the sale of the Resale Shares by the selling stockholders; however, we will receive the proceeds from any cash exercise of warrants.

On July 1, 2021, our Board of Directors, and $[ ] per Warrant,on September 3, 2021, stockholders holding a majority of our outstanding voting shares, authorized a reverse stock split of the outstanding shares of our common stock in a range of up to one-for-one thousand (1:1,000), with our Board of Directors retaining discretion of whether to implement the reverse stock split and at which exchange ratio to effect the reverse stock split. The Board of Directors approved a stock split ratio of one-to-three hundred (1:300), which reverse stock split became effective on February 17, 2022, and all share numbers in this prospectus have been adjusted to give effect to such reverse stock split, except for the financial statements and notes thereto.

We will bear all costs relating to the registration of the Resale Shares, other than any selling stockholders legal or of $[ ] per combination of share and warrant, less theaccounting costs or commissions. We will not be paying any underwriting discounts and commissions. Each Warrant is immediately exercisable for one share of ouror commissions in this offering.

Our Common Stock at an exercise price of $[ ] per share, or [ ]%is presently quoted on the OTC Pink tier of the per shareOTC Markets Group, Inc. (“OTC Pink”) under the symbol “GWAV.” The closing price of our Common Stock in this offering. Each Warrant expires on [ ], 20[ ]. The shares of Common Stock and Warrants will be issued and delivered separately.April 14, 2022, as reported by OTC Markets Group, Inc., was $7.07 per share.

Our Common Stock is currently quoted on the OTCQB under the symbol “MSRT.” On [ ], the closing sale price ofInvesting in our Common Stock was $[ ] per share. Currently, there is no established public trading market in the United States for our Common Stock and quotes of our stock on an OTCQB may not be indicative of the market price on a national securities exchange. We are applying to list our Common Stock on the NASDAQ Capital Market under the symbol “MSRT”. No assurance can be given that our application will be approved.

See “Underwriting” beginning on page [] of the prospectus for more information on this Offering.

Our common stock involves a high degree of risk. You should readSee the "RISK FACTORS" section beginning on page 10 before you decide to purchase any of our Common Stock.

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (“JOBS Act”). For more information, see the prospectus subsection titled “Emerging Growth Company Status” starting on page 7.

(1) We have also agreed to reimburse the underwriter for expenses incurred by it in an amount not to exceed $150,000. See "Underwriting" for additional information regarding underwriter compensation.

(2) We estimate our total expenses for this offering to be approximately $ [ ].

The underwriters expects to deliver the shares of Common Stock and Warrants to purchasers against payment on or about [], 2016.

We have granted the underwriters an option for a period of 45 days to purchase up to an additional 15% of the total number of shares of Common Stock and/or 15% of total number of Warrants sold in the Offering in any combination thereof at the public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any.

The Company has minimal revenues to date and there can be no assurance that the Company will be successful in furthering its operations and/or revenues. Persons should not invest unless they can afford to lose their entire investment. Investing in our securities involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. Seeentitled “Risk Factors” beginning on page 107 of this prospectus.prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We have not registered the sale of the Resale Shares under the securities laws of any state. Brokers or dealers effecting transactions in the Resale Shares should confirm that the shares have been registered under the securities laws of the state or states in which sales of the shares occur as of the time of such sales, or that there is an available exemption from the registration requirements of the securities laws of such states.

We have not authorized anyone, including any salesperson or broker, to give oral or written information about this offering, Greenwave Technology Solutions, Inc., or the Resale Shares that is different from the information included in this prospectus. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of this prospectus or any supplement to it.

Neither the SECSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Chardan Capital Markets, LLC

Book Running Manager

The date of this prospectus is [ ], 2016 April ___, 2022.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus andor in any free writing prospectus prepared by usthat we may specifically authorize to be delivered or on our behalf.made available to you. We have not authorized anyone to provide you with information that is different from that contained in this prospectus or additional information. If anyone provides you with differentin any free writing prospectus we may authorize to be delivered or additionalmade available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information you should not rely on it.that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date on the front of this prospectus.prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. This prospectus isthat date. We are not making an offer or solicitation relating to thesell these securities and are not soliciting an offer to buy these securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. You should not consider this prospectus to be an offer or solicitation relating to the securities if the person makingstate where the offer or solicitationsale is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.permitted.

 PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. This summary is not complete and does not contain all

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information you should consider prior to investing. After you read this summary, you should read and consider carefully the more detailed information and financial statements and related notes that we include in this prospectus especiallyare “forward-looking statements” within the sections entitled “Risk Factors”meaning of the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our current beliefs, goals and “Management’sexpectations about matters such as our expected financial position and operating results, our business strategy and our financing plans. The forward-looking statements in this prospectus are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. The forward-looking statements generally can be identified by the use of terms such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “guidance,” “estimate,” “potential,” “outlook,” “target,” “forecast,” “likely” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are, or may be, forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons. You should review carefully all information, including the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations” Ifin this prospectus or under similar headings in any accompanying prospectus supplement. Any forward-looking statements in this prospectus are made only as of the date hereof and, except as may be required by law, we do not have any obligation to publicly update any forward-looking statements contained in this prospectus to reflect subsequent events or circumstances.

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you investor that you should consider before investing in our securities, you are assuming a high degree of risk.

Unlesscommon stock. You should read the entire prospectus carefully, especially the information under “Risk Factors” set forth in this prospectus and the information included in any prospectus supplement or free writing prospectus that we have indicated otherwise orauthorized for use in connection with this offering. This prospectus contains forward-looking statements, based on current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may vary materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth under “Risk Factors,” as well as other matters described in this prospectus. See “Cautionary Notice Regarding Forward-Looking Statements.”

Unless the context indicates or otherwise requires, references in the prospectus to “MassRoots,” the “Company,” “we,” “us”“us,”, “our” “Greenwave” of the “Registrant” refer to Greenwave Technology Solutions, Inc., a Delaware corporation, and “our” or similar terms are to MassRoots, Inc. its subsidiaries.

Unless otherwise indicated, all share and per share information relating to our common stockCommon Stock in this prospectus has been adjusted to reflect the “Exchange”Exchange which occurred during our “Reorganization”.Reorganization. See “The Reorganization And Previous Offerings”Exchange” for additional discussion of the Exchange and Reorganization.

On July 1, 2021, our Board of Directors, and on September 3, 2021, stockholders holding a majority of our outstanding voting shares, authorized a reverse stock split of the outstanding shares of our common stock in a range of up to one-for-one thousand (1:1,000), with our Board of Directors retaining discretion of whether to implement the reverse stock split and at which exchange ratio to effect the reverse stock split. The MassRoots Story – Our CompanyBoard of Directors approved a stock split ratio of one-to-three hundred (1:300), which reverse stock split became effective on February 17, 2022, and all share numbers in this prospectus have been adjusted to give effect to such reverse stock split, except for the financial statements and notes thereto.

MassRoots was incorporated in DelawareOverview

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 networkmedia assets on October 28, 2021 for cash consideration equal to $10,000 and has discontinued all operations related to its social media business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 11 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the cannabis community.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 July 2013,cases of scrap cars, we launchedremove 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 industrial shredder at our Kelford, North Carolina location. Our shredder is 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 Suffolk, Virginia and employs 89 people as of April 4, 2022.

Background

We were incorporated in the App Storestate of Delaware on April 26, 2013 as a technology platform. Our principal executive office is located at 277 Suburban Drive, Suffolk, VA 23434, and since that time have grown into a community of 775,000 users. Our network allows users to share their cannabis experiences, follow their favorite dispensaries, and stay informed of legalization updates. Businesses use MassRoots to advertise their products directly to cannabis consumers. Our growth has been primarily driven by MassRoots’ increasing popularity as one of the first national cannabis brands and word of mouth enthusiasm from our users. We believe that by creating a central community of cannabis consumers, we are creating a valuable marketing channel for cannabis and its ancillary products.

MassRoots’ Value Proposition to Advertisers:

After a period where we solely focused on user growth, we started monetizing MassRoots through advertising in mid-August 2015. The reasons businesses advertise on MassRoots are:

MassRoots’ Value Proposition to Developers:

Over the coming months, we will be introducing an Application Programming Interface (API) to developers looking to integrate MassRoots’ network into their cannabis-related platform. We believe the benefits to developers are:

MassRoots’ Value Proposition to Investors:

For investors looking to capitalize on the rapidly growing cannabis industry permissible under laws of certain states, we believe MassRoots presents a unique and valuable opportunity for the following reasons:

Government Regulation

Our business plan includes allowing cannabis dispensaries to advertise on our network which we believe could be deemed to be aiding and abetting illegal activities, a violation of Federal law. We intend to remain within the guidelines outlined in the Cole Memo (as more fully described in this prospectus), which does not alter the Department of Justice's authority to enforce Federal law, including Federal laws relating to cannabis, but does recommend that U.S. Attorneys prioritize enforcement of Federal law away from the cannabis industry operating as permitted under certain state laws so long as certain conditions are met. However, we cannot provide complete assurance that we are in full compliance with the Cole Memo or any other laws or regulations relating to the cannabis industry. In addition, we cannot provide any assurance that such federal and state enforcement policies may deviate from the current policies in effect. See the “Risk Factors” and “Description of Business – Government Regulation” sections of this prospectus for more information.

Company Information

We are a Delaware corporation. Our address is 1624 Market Street, Suite 201, Denver, CO 80202, our telephone number is (720) 442-0052 and our website is www.MassRoots.com. The information on our website or mobile apps is not(757) 966-1432.

On January 25, 2017, we consummated a part of this prospectus.

Emerging Growth Company

We are an "emerging growth company," as defined in the JOBS Act, andreverse triangular merger (the “Whaxy Merger”) pursuant to which we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies.

Section 107(b)acquired all of the JOBS Act provides that an “emerging growth company” can take advantageoutstanding common stock of DDDigtal Inc. d.b.a. Whaxy (“DDDigtal”), a Colorado corporation. Upon closing of the extended transition period provided in Section 7(a)(2)(B)Whaxy Merger, each share of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues are $1 billion, as adjusted, or more, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of ourDDDigtal’s common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

THE OFFERING

The number of shares of our common stock (or a fraction thereof) based on an exchange ratio equal to approximately 5.273-for-1, such that 1 share of our common stock was issued for every 5.273 shares of DDDigtal’s common stock. At the closing of the Whaxy Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole purpose of effectuating the Whaxy Merger, were converted into and exchanged for one share of common stock of DDDigtal, and all shares of DDDigtal’s common stock that were outstanding beforeimmediately prior to the closing of the Whaxy Merger were automatically cancelled and retired. Upon the closing of the Whaxy Merger, DDDigtal continued as our surviving wholly-owned subsidiary, and the merger subsidiary ceased to exist.

On July 13, 2017, we consummated a reverse triangular merger (the “Odava Merger”) pursuant to which we acquired all of the outstanding common stock of Odava Inc. (“Odava”), a Delaware corporation. Upon closing of the Odava Merger, each share of Odava’s common stock was exchanged for such number of shares of our common stock (or a fraction thereof), based on an exchange ratio equal to approximately 4.069-for-1, such that 1 share of our common stock was issued for every 4.069 shares of Odava’s common stock. At the closing of the Odava Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole purpose of effectuating the Odava Merger, were converted into and exchanged for one share of common stock of Odava, and all shares of Odava’s common stock that were outstanding immediately prior to the closing of the Odava Merger automatically cancelled and retired. Upon the closing of the Odava Merger, Odava continued as our surviving wholly-owned subsidiary, and the merger subsidiary ceased to exist.

On October 1, 2021, we consummated a reverse triangular merger (the “Empire Merger”) pursuant to which we acquired all of the outstanding common stock of Empire Services, Inc. (“Empire”), a Virginia corporation. Upon closing of the Empire Merger, all of the shares of Empire’s common stock was exchanged for 1,650,000 shares of our common stock. At the closing of the Empire Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole purpose of effectuating the Empire Merger, were converted into and exchanged for one share of common stock of Empire, and all shares of Empire’s common stock that were outstanding immediately prior to the closing of the Empire Merger automatically cancelled and retired. Upon the closing of the Empire Merger, Empire continued as our surviving wholly-owned subsidiary, and the merger subsidiary ceased to exist.

COVID-19

We continue to proactively monitor and assess the COVID-19 global pandemic. The full impact of the COVID-19 pandemic is inherently uncertain. The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing or physical contact with customers). We further continue to monitor developments of the COVID-19 pandemic and we may take additional actions as may be required by government authorities or that we determine are in the best interests of our employees, patients, and business partners. We have implemented appropriate safety measures, following guidance from the Center for Disease Control and the Occupational Safety and Health Administration. The extent of the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend on certain developments.

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 categorized 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 customers, 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 buyer adjusts the prices they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are paid for the scrap metal we deliver to Sims on the same business day that we deliver the metal.

Based on any price changes from Sims or our other buyers, we in turn adjust the price for unprocessed scrap we pay customers in order to manage the impact on our operating income and cashflows.

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 Offeringunprocessed 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, all of our operations and the suppliers are located in the Hampton Roads and northeastern North Carolina markets.

Our supply of scrap metal is influenced by 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.

Technology

In May 2021, we launched our new website. For the first time, Empire’s customers can see the current prices for each type of scrap metal. Our website is also integrated with Google’s Business Profiles, listing many of Empire’s locations on Google for the first time. In late May 2021, the Empire launched a junk car buying platform, where people looking to sell their scrap cars can get a quote within minutes, and integrated Google Ads, enabling Empire to micro-target their advertising based on location, age, income, and other factors.

Additionally, during 2021, the Company moved the operations of each of their yards to WeighPay, a cloud-based Enterprise Resource Planning “ERP” system, which enables management to track sales, inventory, and operations at each facility in real time, while also establishing stronger internal controls and systems. Additionally, in 2021, the Company moved Empire’s accounting systems over to a cloud-based QuickBooks to facilitate collaboration and further growth.

The technology systems and improvements Empire implemented have resulted in a significant increase in new customers, hundreds of quotes and dozens of purchases of junk cars, and we believe a material increase in Empire’s revenues as a result of these improvements. These systems have also streamlined Empire’s accounting and internal operations to enable any future acquisitions to be closed quickly and efficiently. Lastly, through the data-driven decision processes that have been introduced, Empire’s strategy on future locations and pricing is being informed by accurate and relevant data.

Now that strong foundational systems are in place, management has begun to repurpose Greenwave’s technology platform that it developed from 2013 to 2020 into a marketing and CRM platform for scrap metal yards. This system will enable each facility to:

Over the past ten years, Greenwave has invested approximately $10 million developing these technologies which we believe we can re-purpose for a fraction of the cost of development, give our metal recycling facilities and those who pay to use our platform a significant competitive advantage, and grow our revenues and profits as a result.

There are very few companies developing technology solutions for the scrap metal industry and we believe that by focusing our experience and assets on this highly-profitable but often overlooked industry, we can create significant value for our shareholders.

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 are 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, our use of processing and separation equipment, the number and location of our facilities, and the operating synergies we have been able to develop based on our experience.

Recent Developments

Financings and Other Sources of Funding

On February 16, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of five (5) shares of the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $100,000. The purchase and issuance of such shares of Series X Preferred Stock closed on February 18, 2021.

On February 22, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of 1.25 shares of the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $25,000. The purchase and issuance of such shares of Series X Preferred Stock closed on February 24, 2021.

On March 10, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of 3.75 shares of the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $75,000. The purchase and issuance of such shares of Series X Preferred Stock closed on March 12, 2021.

On November 30, 2021, the Company entered into securities purchase agreements with accredited investors for the placement of secured convertible promissory notes in the principal amount of $37,714,966 together with warrants to purchase 2,514,728 shares of common stock (“November 2021 Offering”). The Company paid $2,200,000 and a warrant to purchase 200,000 shares of common stock as commission for the November 2021 Offering. The Company’s Chief Executive Officer rolled $4,762,838 of debt into the offering. Aggregate proceeds from the offering were $27,585,450.

Employees and Human Capital Resources

Greenwave has 89 full-time employees as of March 30, 2016,April 4, 2022.

We view our diverse employee population and our culture as key to our success. Our company culture prioritizes learning, supports growth and empowers us to reach new heights. We recruit employees with the skills and training relevant to succeed and thrive in their functional responsibilities. We assess the likelihood that a particular candidate will contribute to the Company’s overall goals, and beyond their specifically assigned tasks. Depending on the position, our recruitment reach can be local as well as national. We provide competitive compensation and best in class benefits that are tailored specifically to the needs and requests of our employees. During 2021, we worked to manage through the effects of the COVID-19 pandemic and entered 2022 stronger than ever. As appropriate, others were provided the option of working remotely or at our facilities with appropriate safeguards. We uphold our commitment to shareholders by working hard, being thoughtful about how we use resources and doing the right thing for the Company at every turn.

Available Information

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the Securities and Exchange Commission (SEC). Our filings with the SEC are available free of charge on the SEC’s website at www.sec.gov and on our website under the “Investors” tab as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Corporate Actions Approved at a Meeting of Stockholders

On September 3, 2021, the Company held its 2021 annual meeting of stockholders. At the annual meeting, stockholders approved (i) the two director nominees, (ii) an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001, of the Company from 500,000,000 shares to 1,200,000,000 shares, (iii) the grant of discretionary authority to the Company’s 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-1,000 (each, a “Reverse Stock Split”), provided that, (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-1,000, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the Record Date, (iv) the Company’s 2021 Equity Incentive Plan and the availability of 50,000,000 shares of common stock for issuance thereunder, (v) the ratification of RBSM LLP as the Company’s independent public account for the fiscal year ending December 31, 2021, and (vi) an advisory vote on executive compensation.

The Offering

This prospectus relates to the resale from time to time by the selling stockholders identified herein of up to an aggregate 15,238,461 shares of our Common Stock, consisting of: 2,565,059 shares of Common Stock issuable upon conversion of convertible Notes and warrants to purchase up to 2,514,428 shares of Common Stock issued pursuant to a November 2021 Private Placement.

Assumptions Used Throughout This Prospectus

Unless otherwise stated in this prospectus, the number of shares of our common stock to be outstanding before and after this Offering excludes:

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, we cannot assure you that the reverse stock split will result in a share price that will attract new investors.

We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain ifwithin the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined inmeaning of Rule 12b-2 of the JOBSExchange Act, and if we maydecide to take advantage of certain exemptions from various reporting requirements that are applicable to othersmaller reporting companies, our Common Stock could be less attractive to investors.

We qualify as a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a “smaller reporting company,” and have either: (i) a public companies, including, but not limitedfloat of less than $250 million or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and (A) no public float or (B) a public float of less than $700 million. As a “smaller reporting company,” we are entitled to not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,rely on certain reduced disclosure obligations regardingrequirements, such as an exemption from providing executive compensation information in our periodic reports and proxy statements, and exemptionsstatements. We are also exempt from the auditor attestation requirements provided in Section 404(b) of holdingthe Sarbanes-Oxley Act. These exemptions and reduced disclosures in our SEC filings due to our status as a nonbinding advisory vote on executive compensationsmaller reporting company may make it harder for investors to analyze our results of operations and shareholder approval of any golden parachute payments not previously approved.financial prospects. We cannot predict if investors will find our common stockCommon Stock less attractive because we may rely on these exemptions. If some investors find our common stockCommon Stock or warrants less attractive as a result, there may be a less active trading market for our common stockCommon Stock and our stock priceprices may be more volatile.

Section 107We do not anticipate paying dividends on our Common Stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on our Common Stock, and we do not anticipate such a declaration or payment for the JOBS Act provides that an “emerging growth company” can take advantageforeseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of the extended transition period provided in Section 7(a)(2)(B)their shares of the Securities Act for complying with new or revised accounting standards.  In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.   We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in whichcommon stock. If we do not pay dividends, our annual gross revenues exceed $1 billion, (ii) the date that we becomeCommon Stock may be less valuable because a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which wouldreturn on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

You could lose some or all of your investment.

An investment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that the value of an investment in the Company may go down as well as up. In addition, there can be no certainty that the market value of our common stock that is held by non-affiliates exceeds $700 million asan investment in the Company will fully reflect its underlying value. You could lose some or all of the last business dayyour investment.

Our management controls a large block of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiringCommon Stock that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

Because directors and officers currently and for the foreseeable future will continueallow them to control MassRoots, it is not likely that you will be able to elect directors or have any say in the policiesus.

As of MassRoots.

Our shareholders are not entitled to cumulative voting rights. Consequently, the electionMarch 30, 2022 members of directors and all other matters requiring shareholder approval will be decided by majority vote. The directors and officers of MassRootsour management team beneficially own approximately 48%50.67% of our outstanding common stock.  Due to such significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as

As a result, of decisions made by management.management may have the ability to control substantially all matters submitted to our stockholders for approval including:

In addition, sales of significant amounts of shares held by our officer and directors, or the prospect of these sales, could adversely affect the market price of our common stock. Management’smanagement’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Since we intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends for the foreseeable future.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock and will have minority voting rights.

Because we can issue additional shares of Common Stock, purchasers of our Common Stock may incur immediate dilution and experience further dilution.

We are authorized to issue up to 1,200,000,000 shares of Common Stock, of which 3,338,416 shares of Common Stock are issued and outstanding as of March 30, 2022. Our Board of Directors has the authority to cause us to issue additional shares of Common Stock without consent of any of stockholders. Consequently, our stockholders may experience further dilution in their ownership of our stock in the foreseeable future.future, which could have an adverse effect on the trading market for our Common Stock.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

Statements under “Prospectus Summary,” “Risk Factors,” “Management’s DiscussionProvisions in our Second Amended and AnalysisRestated Certificate of Financial ConditionIncorporation and ResultsBylaws and Delaware law might discourage, delay or prevent a change in control of Operations,” “Descriptionour Company or changes in our management and, therefore, depress the market price of Business”our Common Stock.

Our Second Amended and elsewhereRestated Certificate of Incorporation provides that all Internal Corporate Claims must be brought solely and exclusively in the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if such other court does not have jurisdiction, the United States District Court for the District of Delaware). The exclusive forum provision may limit a stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes based upon Internal Corporate Claims, which may discourage lawsuits against us or our current or former directors or officers and/or stockholders in such capacity. In addition, if a court were to find this prospectusexclusive forum provision to be inapplicable or unenforceable in an action, we may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or anyincur costs associated with resolving the dispute in other statements relating to our future activities or other future events or conditions. These statements include, among other things, statements regarding:

operations.

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These statements are based on current expectations, estimates and projections

If securities or industry research analysts do not publish research or reports about our business, based,or if they issue an unfavorable or misleading opinion regarding our common stock, the market price and trading volume of our Common Stock could decline.

The trading market for our Common Stock will rely in part on assumptions made by management. These statements are not guarantees of future performancethe research and involve risks, uncertaintiesreports that securities or industry research analysts, over whom we have no control, publish about us 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 described above and those risks discussed from time to time in this registration statement, of which this prospectus is a part, including the risks described under "Risk Factors.” Any forward-looking statements speak only asour business. If any of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect eventsanalysts who cover us issue an adverse or circumstances that occur in the future.

misleading opinion regarding us, our business model, our intellectual property or our stock performance, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Future sales and issuances of our Common Stock or rights to purchase our Common Stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned operations, including expanded research and development activities and costs associated with operating a public company. To raise capital, we may sell Common Stock, convertible securities or other risksequity securities in one or uncertainties materialize,more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or if our underlying assumptions prove toother equity securities, investors may be incorrect, actual resultsmaterially diluted by subsequent sales. Such sales may vary materially from what we may have projected. Any forward-looking statements you readalso result in this prospectus reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relatingmaterial dilution to our operations, results of operations, financial condition, growth strategyexisting stockholders, and liquidity. You should specifically consider the factors identified in this prospectus thatnew investors could cause actual results to differ before making an investment decision. In addition, as discussed in “Risk Factors,” our shares may be considered a “penny stock”gain rights, preferences and as a result, the safe harbors provided for forward-looking statements made by a public company that files reports under the federal securities laws may not be available to us.

TAX CONSIDERATIONS

We are not providing any tax advice asprivileges senior to the acquisition, holding or dispositionholders of our common stock.

We have broad discretion in the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. Federal, state and any applicable foreign tax consequences relating to their investment in our securities.

USE OF PROCEEDS

We estimate that the net proceeds from our issuancepublic offerings and may not use them effectively.

Our management has broad discretion in the application of the net proceeds from our public offerings, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply the net proceeds from our public offerings in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from our public offerings in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

USE OF PROCEEDS

The selling stockholders will receive all of the proceeds from the sale of the Resale Shares offered by them pursuant to this prospectus. We will not receive any proceeds from the sale of the Resale Shares by the selling stockholders covered by this prospectus. If the warrants issued pursuant to the November 2021 are exercised for cash, such proceeds will be used by the Company for working capital.

DIVIDEND POLICY

We have not paid any cash dividends on our Common Stock and Warrantshave no present intention of paying any dividends on the shares of our Common Stock. Our current policy is to retain earnings, if any, for use in this Offeringour operations and in the development of our business. Our future dividend policy will be approximately $[ ] million, assuming an initial public offering price of $[ ], after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

MassRoots expects to use the net proceedsdetermined from this offering for our general corporate purposes and working capital, to accelerate user-growth, develop new feature sets for our mobile applications, expand the services we offer to businesses and to meet the enhanced corporate governance and reporting requirements mandated by the Nasdaq Capital Markets. However, any proceeds received by the Company may be used for other purposes that the Board of Directors, in its good faith, deems to be in the best interest of the Company.

Below is our estimate of how we expect the proceeds to be used:

However, any proceeds received by the Company may be used for other purposes that the Board of Directors, in its good faith, deems to be in the best interest of the Company. Our actual expenditures may vary significantly depending on numerous factors and circumstances, include:

From time to time by our Board of Directors.

ISSUANCE OF SECURITIES TO SELLING STOCKHOLDERS

On November 29, 2021, we evaluate theseentered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors as purchasers (the “Investors”). Pursuant to the Securities Purchase Agreement, we sold, and other factorsthe Investors purchased, approximately $37,700,000, which consisted of approximately $30.0 million in cash. $1.9 million in an original issuance discount, and we anticipate continuing to make such evaluations to determine if$5.8 million of existing debt of the existing allocationCompany which was exchanged for the notes and warrants issued in the offering (collectively, the “Purchase Price”) in principal amount of capital, includingsenior secured convertible notes (the “Senior Notes”) and warrants (the “Warrants”). The transaction closed on November 30, 2021.

The Senior Notes were issued with an original issue discount of 6%, bear interest at the proceedsrate of this offering, is being optimized.

DILUTION

If you invest in our6% per annum, and mature after 6 months, on May 30, 2022. The Senior Notes are convertible into shares of the Company’s common stock in this offering, your investment will be immediately and substantially diluted to the extent of the difference between the public offeringat a conversion price per share of our Common Stock$15.00, subject to adjustment under certain circumstances described in the Senior Notes. To secure its obligations thereunder and under the pro forma net tangible book value per shareSecurities Purchase Agreement, we have granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors, pursuant to a pledge and security agreement. Upon the listing of our common stock on a national exchange and certain other conditions being met, the Senior Notes will automatically convert into common stock at the conversion price set forth in the Senior Notes.

We may extend the maturity date of the Senior Notes prior to the initial maturity date to November 30, 2022 if no Equity Conditions Failure (as defined in the Senior Notes) is occurring. The maturity date of the Senior Notes also may be extended by the holders under other circumstances specified therein. If we are unable to extend the Senior Notes or elect not to do so, we will be required to repay the Senior Notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity.

The Warrants are exercisable for five (5) years to purchase an aggregate of 2,514,728 shares of common stock at an exercise price of $19.50, subject to adjustment under certain circumstances described in the Warrants.

We utilized the proceeds of the offering of the Senior Notes and Warrants to redeem all of our outstanding shares of Series X and Series Y Preferred Stock, retire debt outstanding prior to such offering, and to expand operations aimed at accelerating growth.

This prospectus relates to the resale by the selling stockholders named herein of the shares of common stock issuable upon conversion of the Senior Notes and exercise of the Warrants.

A holder will not have the right to exercise any portion of a Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to this Offering.the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.

Our net tangible book value asSELLING STOCKHOLDERS

The common stock being offered by the selling stockholders are those issuable to the selling stockholders upon exercise of December 31, 2015 was $[ ], or approximately $[ ] per share. Net tangible book value per share represents our total tangible assets less total liabilities, dividedthe Senior Notes and the Warrants. For additional information regarding the issuances of those shares of common stock underlying the Senior Notes and Warrants, see “Issuance of Securities to Selling Stockholders” above. We are registering the shares of common stock underlying the Senior Notes and Warrants in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Senior Notes and the Warrants, the selling stockholders have not had any material relationship with us within the past three years.

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock outstanding.

Net tangible book value dilution per sharedirectly owned by each selling stockholder. The third and fourth columns list the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the Senior Notes and Warrants, respectively, as of March 30, 2022 assuming conversion of the Senior Notes and exercise of the Warrants held by the selling stockholders on that date, without regard to new investors representsany limitations on conversions or exercises.

The fifth column lists the difference between the amount per share paid by purchasers in this Offering and the as-adjusted net tangible book value per shareshares of common stock immediately after completionbeing offered by this prospectus by the selling stockholders.

In accordance with the terms of a registration rights agreement with the selling stockholders, this Offering. After giving effect to our saleprospectus generally covers the resale of 300% of the sum of (i) the maximum number of [ ]shares of common stock issuable upon conversion of the Senior Notes, determined as if the outstanding notes were converted in full and (ii) the maximum number of shares of common stock issuable upon exercise of the related Warrants, determined as if the outstanding Warrants were exercised in full, in each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Senior Notes or the exercise of the Warrants. The fifth and sixth columns assume the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Under the terms of the Senior Notes and the Warrants, a selling stockholder may not convert the Senior Notes or exercise the Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion or exercise, as applicable, excluding for purposes of such determination shares of common stock issuable upon conversion of such notes or exercise of such warrants which have not been converted or exercised. The number of shares in the third and fourth columns do not reflect this limitation. The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”