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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): April 18, 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 (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 |
|
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
4.01 |
Change
in Registrant’s Certifying Accountant. |
Resignation
of Accounting Firm
| |
(a) |
On
April 18, 2025, Greenway Technologies, Inc., a Texas corporation (the “Company”), received the resignation of Assurance
Dimensions, LLC as our independent registered public accountant, effective immediately. The resignation of Assurance Dimensions,
LLC was approved by the Board of Directors. |
The
reports of Assurance Dimensions, LLC on the Company’s financial statements for the years ended December 31, 2024 and 2023 did not
contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope,
or accounting principles.
During
the years ended December 31, 2024 and 2023 and the subsequent interim period through April 18, 2025,
| |
(i) |
there
were no disagreements between the Company and Assurance Dimensions, LLC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Assurance Dimensions, LLC’s
satisfaction, would have caused Assurance Dimensions, LLC to make reference in connection with its opinion to the subject matter
of the disagreement; and |
| |
|
|
| |
(ii) |
there
were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K. |
The
Company has provided Assurance Dimensions, LLC with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K
prior to its filing and requested that Assurance Dimensions, LLC furnish a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made herein. Attached as Exhibit 16.1 is a copy of Assurance Dimensions, LLC’s letter,
dated April _, 2026, stating that it agrees with such statements.
| |
(b) |
On
April 20, 2025, the Board of Directors of the Company engaged Stephano Slack, LLC to serve as the Company’s independent registered
public accounting firm. |
During
the two most recent fiscal years ended December 31, 2024 and 2023 and through the date the Company selected Stephano Slack, LLC, neither
the Company nor anyone on its behalf consulted with Stephano Slack, LLC regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Stephano Slack, LLC
concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting
issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation
S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K)..
| Item
9.01 |
Financial
Statements and Exhibits. |
| 16.1 |
Letter from Assurance Dimensions, LLC to the Securities and Exchange Commission dated April 18, 2025 |
| |
|
| 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.
| |
Greenway
Technologies, Inc. |
| |
|
|
| |
By:
|
/s/
Ransom B. Jones |
| |
|
Ransom
B. Jones |
| |
|
Chief
Financial Officer |
Date:
April 17, 2026