GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the three-months ended June 30, 2020, the Company: issued 904,711 shares of Rule 144 restricted Common Stock, including 375,000 shares issued in a private placement to an accredited investor, at $0.04 per share, and 529,711 shares at an average of $0.06 per share for the settlement of legal expenses which were previously accrued pursuant to agreements with two prior law firms. During the three-month period ended March 31, 2020, we issued a total of 13,824,607 shares of the Company’s common stock, including 2,317,997 shares of restricted common stock to Director Kevin Jones for costs related to Promissory Notes the Company executed in 2018 and 2019; 3,906,610 shares related to the conversion of a loan, 7,000,000 shares related to employment agreements and 600,000 through a private sale to an accredited investor. Our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(3) of Regulation D promulgated under the Securities Act. Each investor took his/her securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to accredited investors and current shareholders as defined in the Securities Act with whom we had a direct personal, preexisting relationship, and after a thorough discussion. Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer. All of the above described investors who received shares of our common stock were provided with access to our filings with the SEC, including the following: ● The information contained in our annual report on Form 10-K under the Exchange Act. ● The information contained in any reports or documents required to be filed by Greenway Technologies under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above. ● A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished. 43 Our transfer agent is: Transfer Online, Inc., whose address is 512 SE Salmon Street, Portland, Oregon 97214, 2nd Floor, telephone number (503) 227-2950. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Mine Safety Disclosures. Not applicable.