GWTI 8-K
Greenway Technologies, Inc. & Subsidiaries (GWTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
GREENWAY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (
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
Exhibit 10.1
Cause No. 348-347816-23; Ric Halden et al. v. Greenway Technologies, Inc. d/b/a UMED Holdings, Inc.; 348th Judicial District Court, Tarrant County, Texas
MEDIATED SETTLEMENT AGREEMENT
This Mediated Settlement Agreement (the “Agreement” or “MSA”) is executed by and among the parties to the above-referenced pending lawsuit (the “Lawsuit”). The parties and their counsel, as evidenced by their signatures below, intend this MSA to be their binding agreement to settle this action, and the parties and their counsel further intend this Agreement to be binding and enforceable pursuant to Tex. R. Civ. P. 11. The following terms will confirm the settlement reached at mediation of the above-referenced Lawsuit conducted on October 30, 2025:
| 1. | Defendant Greenway Technologies, Inc. d/b/a UMED Holdings, Inc. (“Defendant” or “Greenway”) to issue to Plaintiff Ric Halden (“Plaintiff”) two million (2,000,000) shares of (restricted) stock in Greenway Technologies, Inc. within seven days of the date of this Agreement. | |
| 2. | Defendant to pay to Plaintiff the sum of $50,000.00 within four (4) months of the date of this Agreement. This payment to be made in cash only. | |
| 3. | Defendant to pay to Plaintiff the sum of $900,000.00, payable as follows: in twelve (12) monthly, equal installments beginning on August 1, 2026 (with no early payoff penalty). A maximum of three (3) of these installments (but no more than 3 of these installments) may be satisfied by Defendant issuing the equivalent of the installment payment in Greenway Technologies, Inc. stock at the average of the bid and ask price on day of payment. | |
| 4. | As security for all of Defendant’s obligations noted herein, the parties will execute an Agreed Judgment in the amount of $1.25 million in principal amount to bear interest as follows: the amount of $656,250.00 will bear interest at 18% per annum, and $593,750.00 will bear interest at 7.5% per annum. This Agreed Judgment to be held in trust by Plaintiff’s counsel unless there is an uncured default, at which point the Agreed Judgment may be filed and entered with the court for execution. Defendant to waive all defenses to the Agreed Judgment and shall stipulate to its entry under these circumstances. | |
| 5. | With respect to the obligations listed in paragraphs 1-3 above, Defendant to have a 15-day cure period upon notice of default; provided, however, there shall be no more than two (2) cure periods allowed of 15-days (beyond that, i.e., after two 15-day cures have been allowed, the cure period is 2 business days upon notice of default). | |
| 6. | In consideration of the payment and agreements contained herein, Plaintiff and Defendants (as well as Randy Moseley, Tunstall Canyon Group LLC and Chisos Equity Consultants, LLC) (collectively, the “Parties”) fully and finally release each other as well as their respective owners, officers, employees, subsidiaries, parent companies, insurers, attorneys, agents, shareholders and/or members of all claims asserted or that could have been asserted in the Lawsuit, whether known or unknown. |
| 7. | The parties will execute a mutually satisfactory form of Settlement and Release Agreement to further memorialize the terms of this MSA – counsel for Plaintiff to draft and email the form to counsel for Defendant by close of business on November 6, 2025. The Settlement and Release Agreement noted in this No. 7 to include provisions that (i) the Settlement and Release Agreement is a full and complete/general release of any and all claims by and among the parties that arise or relate to the claims forming the subject of the Lawsuit, and (ii) the Lawsuit shall be dismissed with prejudice. The parties agree that the Settlement and Release Agreement will incorporate such additional terms as reasonable to finalize the provisions and spirit of the settlement, including provisions assuring record title/ownership to the properties being conveyed via settlement. | |
| 8. | Each party agrees to execute, have acknowledged and to deliver any and all documents necessary to confirm or effectuate the transfer and conveyance of items addressed herein by 5:00 p.m. on the 10th day following the presentation of a request for same. | |
| 9. | All parties represent and warrant that they have the power and authority to execute this Agreement in the capacity(ies) noted below; provided, however, this Agreement is only binding upon the Parties if approved by Greenway’s Board of Directors by 5:00 p.m. CST on October 31, 2025 (such approval may be effectuated by Greenway’s counsel communicating such approval to Plaintiff’s counsel via email). If Greenway’s Board of Directors does not approve this Agreement within such time, this Agreement is null and void. |
| AGREED AND ACCEPTED: | ||
| /s/ Ric Halden | 10/30/2025 | |
| RIC HALDEN | DATE | |
| /s/ Randy Moseley | 10/30/2025 | |
| RANDY MOSELEY | DATE |
| TUNSTALL CANYON GROUP LLC | |||
| /s/ Richard J. Halden | 10/30/2025 | ||
| By: | Richard J. Halden | DATE | |
| Its: | Managing Member | ||
| 2 | P a g e |
| CHISOS EQUITY CONSULTANTS, LLC | |||
| /s/ Richard J. Halden | 10/30/2025 | ||
| By: | Richard J. Halden | DATE | |
| Its: | Managing Member | ||
| /s/ Jay B. Newton | 10/30/2025 | ||
| JAY B. NEWTON, COUNSEL FOR | DATE | ||
| RIC HALDEN, RANDY MOSELEY, | |||
| TUNSTALL CANYON GROUP LLC | |||
| AND CHISOS EQUITY CONSULTANTS, | |||
| LLC | |||
| Greenway Technologies, Inc. | |||
| f/k/a UMED Holdings, Inc. | |||
| /s/ Ranson B. Jones | 10/30/2025 | ||
| By: | Ransom B. Jones | DATE | |
| Its: | Chief Financial Officer | ||
| /S/ C. Dunham Biles | 10/30/2025 | ||
| C. Dunham Biles, COUNSEL FOR | DATE | ||
| Greenway Technologies, Inc. | |||
| f/k/a UMED Holdings, Inc. | |||
| 3 | P a g e |