[8-K] GREENWAY TECHNOLOGIES INC Reports Material Event

Rhea-AI Filing Summary

Greenway Technologies (GWTI) entered a mediated settlement agreement on October 30, 2025. The Company agreed to issue 2,000,000 shares of common stock to the plaintiff, pay $50,000 in cash within four months, and pay an additional $900,000 in 12 equal monthly installments beginning August 1, 2026. Up to three installments may be paid in shares based on the average of the bid and ask prices on the OTCQB Venture Market on the payment date.

As security, the parties agreed to an agreed judgment of $1,250,000, with $656,250 bearing 18% interest and $593,750 bearing 7.5% interest. The Company believes the net financial impact of the settlement is approximately a positive $649,636. A prior summary judgment of $335,234 plus prejudgment interest at 18% per year from January 1, 2025 has been withdrawn. On October 31, 2025, the Company issued the 2,000,000 settlement shares without registration in reliance on Section 4(a)(2).

Insights

Capital structure and legal risk analyst

Settlement resolves dispute with equity issuance and staged cash.

Greenway Technologies settled by issuing 2,000,000 shares and committing to cash payments of $50,000 within four months plus $900,000 over 12 installments starting August 1, 2026. Up to three installments may be paid in shares at the OTCQB bid-ask average on the payment date, which can shift part of the obligation from cash to equity.

An agreed judgment of $1,250,000 secures performance, split into $656,250 at 18% interest and $593,750 at 7.5%. The company states an approximately positive net financial impact of $649,636. A prior summary judgment of $335,234 plus 18% prejudgment interest from January 1, 2025 was withdrawn.

Equity was issued under Section 4(a)(2). Actual dilution depends on the 2,000,000 shares issued and any shares used for up to three installment substitutions. Subsequent disclosures may detail any share-settled installments as they occur.

false 0001572386 0001572386 2025-10-30 2025-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

FAQ

What did Greenway Technologies (GWTI) agree to in the settlement?

The Company agreed to issue 2,000,000 common shares, pay $50,000 within four months, and pay $900,000 in 12 monthly installments beginning August 1, 2026.

Can any settlement installments be paid in GWTI shares?

Yes. Up to three of the 12 installment payments may be satisfied with shares based on the average of the bid and ask prices on the payment date.

What security backs Greenway Technologies’ settlement obligations?

An agreed judgment of $1,250,000, with $656,250 at 18% interest and $593,750 at 7.5% interest.

How does GWTI describe the financial impact of the settlement?

The Company believes the net financial impact is approximately a positive $649,636.

What prior judgment was withdrawn as part of the agreement?

A summary judgment of $335,234 plus prejudgment interest at 18% per year from January 1, 2025.

When were the settlement shares issued and under what exemption?

On October 31, 2025, the 2,000,000 shares were issued without registration in reliance on Section 4(a)(2) of the Securities Act.

Who are the parties to the mediated settlement agreement with GWTI?

Greenway Technologies, Ric Halden, Randy Moseley, Tunstall Canyon Group LLC, and Chisos Equity Consultants, LLC.