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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 earliest event reported): May 28, 2026
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) |
|
(IRS 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
(Former
name or former address, if changed since last report)
Not
Applicable
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 (see General Instruction A.2. below):
| ☐ |
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 |
| 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 (§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
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
of Director and Interim President
On
May 28, 2026, Raymond Wright notified the Board of Directors (the “Board”) of Greenway Technologies, Inc. (the “Company”)
of his resignation from his positions as Chairman of the Board and Interim President of the Company, effective as of May 28, 2026. In
connection with his transition, the Board unanimously approved the conferral of the honorary title Chairman Emeritus in recognition of
Mr. Wright’s long-standing leadership and foundational contributions to the Company. The role of Chairman Emeritus is not a Board
position and does not carry a vote.
Mr.
Wright’s retirement announcement and resignation were not the result of any disagreement with the Company on any matter relating
to its operations, policies, or practices. There were no changes to any compensatory arrangements with Mr. Wright in connection with
his transition.
Item 7.01 Regulation FD Disclosure.
On
June 3, 2026, the Company issued a press release regarding Mr. Wright’s resignation. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
The
information in 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 the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that section. Further, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, whether
made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, issued June 3, 2026 (furnished pursuant to Item 7.01). |
| 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.
| Date: |
June
3, 2026 |
|
|
| |
|
|
|
| |
|
Greenway
Technologies, Inc. |
| |
|
|
|
| |
|
By: |
/s/
Ransom B. Jones |
| |
|
Name: |
Ransom B. Jones |
| |
|
Title: |
Chief Financial Officer |
Exhibit
99.1

Greenway
Technologies Announces Resignation of Raymond Wright
ARLINGTON,
TX, June 3, 2026 (GLOBE NEWSWIRE) — Greenway Technologies, Inc. (OTCQB: GWTI) (“Greenway”), an advanced gas-to-liquids
(“GTL”) and gas-to-hydrogen (“GTH”) technology development company, announced that on May 28, 2026, Raymond Wright
notified the Board of Directors (the “Board”) of Greenway of his resignation from his positions as a Board member and as
Interim President of Greenway, effective on such date. In connection with his transition, the Board unanimously approved the conferral
of the honorary title Chairman Emeritus in recognition of Mr. Wright’s long-standing leadership and foundational contributions
to Greenway. The role of Chairman Emeritus is not a Board position and does not carry a vote.
Mr.
Wright has served in multiple leadership roles during his tenure with Greenway and its subsidiary, Greenway Innovative Energy, Inc. (“GIE”).
Ray began working on the natural gas-to-liquid (GTL) process in 2009 when he co-founded DFW Genesis. His work led to the formation of
Greenway Innovative Energy, Inc., alongside the late Conrad Greer, to further develop the GTL process. Earlier in his career, Mr. Wright
held several technical roles at Texas Instruments in Dallas.
Doug
Cogan, Chief Executive Officer of Greenway, stated “Mr. Wright has been a staple of the company since the company’s acquisition
of GIE. His vision, wisdom, leadership and strategic relationships have been invaluable to the company. I, along with the Board, will
assist Mr. Wright’s transition into his newly created role as Chairman Emeritus. I want to personally thank Ray for his leadership
and the trust he placed in me to lead Greenway as CEO.”
Mr.
Wright stated “I look forward to supporting the company’s continued growth, innovation and strategic vision, particularly
as we pursue new opportunities and explore emerging technologies that will help shape our future. I am confident that the company is
well-positioned for continued success, and I am excited to remain involved in advancing its mission and objectives.”
About
Greenway Technologies, Inc.
Based
in Arlington, Texas, Greenway, through its wholly owned subsidiary, Greenway Innovative Energy, Inc., is engaged in the research and
development of proprietary GTL and GTH syngas conversion systems that can be scaled to meet oil and gas field production requirements,
or the requirements of various processes where natural gas is produced or available. Greenway’s patented technology can been integrated
into its G-Reformer® unit, a unique component used to convert natural gas into synthesis gas (a mixture of hydrogen and carbon monoxide).
In the case of hydrogen creation, an additional new technology, the H-Reformer®, has been developed which creates synthesis gas consisting
of hydrogen gas and carbon dioxide. When combined with an FT reactor and catalyst, G-Reformer® units are expected to be deployed
to process a variety of natural gas streams, including pipeline gas, associated gas, flared gas, vented gas, coal-bed methane, and biomass
to produce fuels including gasoline, diesel, jet fuel, and methanol as well as valuable chemical outputs. When derived from natural gas,
these fuels are also expected to be incrementally cleaner than conventionally produced oil-based fuels.
Notice
Regarding Forward-Looking Statements:
This
press release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided
by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this press
release, are forward-looking statements. These statements are only current predictions or expectations, and are subject to known and
unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance
or achievements to be materially different from those anticipated by the forward-looking statements, including those discussed under
the heading “Risk Factors” in Greenway’s most recent Annual Report on Form 10-K, and in subsequent filings with, or
submissions to, the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov.
Except as otherwise required by law, Greenway disclaims any intention or obligation to update or revise any forward-looking statements,
which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
Contact:
Doug
Cogan, Chief Executive Officer of Greenway Technologies, Inc.
Investors
& Analysts Contact:
Greenway
Investor Relations
ir@gwtechinc.com
SEC
filings can be found at:
https://gwtechinc.com/SEC-filings
For
more information, visit GWTI’s website: www.gwtechinc.com