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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of the earliest event reported): October 30, 2025
GREENWAY
TECHNOLOGIES, INC. & SUBSIDIARIES
GREENWAY
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
| Texas |
|
000-55030 |
|
90-0893594 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1521
North Cooper Street, Suite 205
Arlington,
Texas 76011
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (561)
809-4644
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.01. Entry into a Material Definitive Agreement.
On
October 30, 2025, Greenway Technologies, Inc., a Texas corporation (the “Company”), entered into a mediated settlement
agreement (the “Agreement”) with Ric Halden (the “Plaintiff”), Randy Moseley, Tunstall Canyon Group
LLC and Chisos Equity Consultants, LLC pursuant to which the Company agreed to: (i) issue to the Plaintiff 2,000,000 shares (the “Settlement
Shares”) of the Company’s common stock, par value $0.0001 per share (“Shares”); (ii) pay to the Plaintiff
$50,000 in cash within four months of the date of the Agreement; and (iii) pay to the Plaintiff an aggregate of $900,000 in cash in 12
equal monthly installments beginning on August 1, 2026. Up to three of the installment payments may be satisfied through payment in Shares
based on the average of the bid and ask prices on the OTCQB® Venture Market on the date of payment. The Board of Directors of the
Company approved the Agreement on October 31, 2025.
As
security for the Company’s obligations contained in the Agreement, the parties agreed to enter into an agreed judgment in the amount
of $1,250,000 in principal, to bear interest as follows: (i) $656,250 will bear interest at 18% annum; and (ii) $593,750 will bear interest
at 7.5% per annum.
The
Company believes the net financial impact of the settlement to the Company under the Agreement is approximately a positive
$649,636. In addition, by virtue of the Agreement, the summary judgement in the amount of $335,234 plus prejudgement interest at a
rate of 18% per year from January 1, 2025 has been withdrawn.
The
Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject
to, and qualified in its entirety by, the full text of the Agreement, which is incorporated herein by reference.
Notice
Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements,” as that term is defined in Section 27A of the U.S. Securities
Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Statements in this Current Report on
Form 8-K that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations
or intentions regarding the future. Such forward-looking statements include, among other things, the financial effect of the Agreement
on the Company. Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking
statements are made as of the date of this Current Report on Form 8-K, and we assume no obligation to update the forward-looking statements,
or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe
that the beliefs, plans, expectations and intentions contained in this Current Report on Form 8-K are reasonable, there can be no assurance
that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all the information set forth
herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year,
our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Item
3.02. Unregistered Sales of Equity Securities.
On
October 31, 2025, the Company issued the Settlement Shares to the Plaintiff. The Settlement Shares were issued without registration under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act as a transaction not involving a public offering and in reliance on similar exemptions under applicable
state laws.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| 10.1 |
|
Mediated Settlement Agreement, dated as of October 30, 2025, between the Company, Ric Halden, Randy Moseley, Tunstall Canyon Group LLC and Chisos Equity Consultants, LLC. |
| 104 |
|
Cover
Page Interactive Data File-the cover page XBRL tags are 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.
| |
Greenway
Technologies, Inc. |
| |
|
|
| |
By: |
/s/
Ransom B. Jones |
| |
|
Ransom
B. Jones |
| |
|
Chief
Financial Officer |
Date:
November 5, 2025
