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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.
(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

[email protected]

 

SEC filings can be found at:

https://gwtechinc.com/SEC-filings

For more information, visit GWTI’s website: www.gwtechinc.com