What changed in this filing

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Item 3. Legal Proceedings

2021-04-14 compared with 2020-04-14 · 19 added, 137 removed, 1 unchanged (99% of the section changed)

Legal Proceedings.

Company was named as a co-defendant in an action brought against the Company and Mamaki Tea, Inc., alleging, among other things,

that the Company was named as a co-guarantor on an $850,000 foreclosed note, including accrued and accruing interest, held by

Southwest Capital Funding, Ltd.

Southwest ”).

On April 22, 2016, Greenway Technologies filed suit under Cause

DC-16-004718, in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc.

(“Mamaki”), Hawaiian

Beverages, Inc.(“HBI”), Curtis Borman and Lee Jenison for breach of a Stock Purchase Agreement dated October 29, 2015,

wherein the Company sold its shares in Mamaki to HBI for $700,000 (along with the assumption of certain debt).

The Company maintained

its guaranty on the original loan as a component of the sale transaction.

The Defendants failed to make payments of $150,000 each

on November 30, 2015, December 28, 2015 and January 27, 2016.

On January 13, 2017, the parties executed a Settlement and Mutual

Release Agreement (Agreement).

However, the Defendants again defaulted in their payment obligations under this new Agreement.

Curtis Borman and Lee Jennison were co-guarantors of the obligations of Mamaki and HBI.

To secure their guaranties, each of Curtis

Borman and Lee Jennsion posted 1,241,500 and 1,000,000 shares, respectively, of the Company.

Under the Agreement, the shares were

valued at $.20.

Due to the default under the Agreement, these shares were returned to the Company’s treasury shares.

Borman subsequently filed for bankruptcy and the property was liquidated for $600,000, applied against the prior loan amount,

leaving a remaining guaranteed loan payment balance of approximately $700,000, including accrued interest and legal fees.

26, 2019, we entered into a Settlement Agreement with Southwest, providing 1,000,000 shares of Common Stock subject to standard

Rule 144 restrictions, and a three (3) year term Promissory Note for $525,000 to settle all claims (recorded in Long Term Liabilities).

Copies of the Settlement Agreement and Promissory Note were filed by the Company on Form 8-K on October 1, 2019, and a copy of

which is incorporated herein as Exhibit 10.54.

April 9, 2018, the Company and Tonaquint, Inc.

Tonaquint ”)agreed to settle on Tonaquint’s exercise

of a warrant option with a one-time issuance from Greenway Technologies of 1,600,000 shares of our common stock subject to a weekly

leak out restriction equal to the greater of $10,000.00 and 8% of the weekly trading volume.

Such issuance of stock was completed

in connection with a legal opinion pursuant to Rule 144.

Copies of the Settlement Agreement was filed by the Company on Form 8-K

on April 9, 2018, and a copy of which is incorporated herein as Exhibit 10.38.

September 7, 2018, Wildcat Consulting Group, LLC (“

Wildcat ”), a company controlled by a shareholder, Marshall

Gleason (“

Gleason ”), filed suit against the Company, alleging claims arising from a prior consulting agreement

between the parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees.

On September 27, 2018,

Wildcat filed a second suit against the Company alleging claims arising from a Promissory Note between the parties, seeking to

recover monetary damages, interest, court costs, and attorney’s fees.

On February 13, 2019, the parties attended mediation

which resulted in settlement discussions which resulted in a Rule 11 Agreement settling both disputes.

Pursuant to the Rule 11

Agreement, the parties agreed to abate both cases until the earlier of a default of the performance of the Rule 11 Agreement or

October 30, 2019.

The Rule 11 Agreement was drafted to allow the Parties time to draft and sign a Compromise Settlement and Mutual

Release Agreement (“

Wildcat Settlement Agreement ”), to make payments due on or before October 15, 2019, and

to allow for the transfer of stock to effectuate the terms of the Rule 11 Agreement.

The material terms of the Rule 11 Agreement

were as follows:

The Company agreed

to execute a new Promissory Note to replace the original Promissory Note, effective November 13, 2017, the effective date

of the original note.

The new Promissory Note has a maturity date of March 1, 2020 and provides for four equal payments of

principal through such date, and accrued interest at 10% upon maturity.

The Company made the three payments due through December

2019, and made the final payment in March 2020, thereby extinguishing such Promissory Note.

The Company agreed

to pay $300,000 in settlement of the prior Consulting Agreement in 60 installments of $5,000 each month, until paid in full.

The $300,000 payable was accrued as of December 31, 2018, of which $40,000 has been paid through the period ending December

The Parties agreed

to amend the existing Overriding Royalty Agreement (“ORRI”) between the Company’s wholly owned subsidiary,

Greenway Innovative Energy, Inc.

(“GIE”), increasing Wildcat’s royalties from .25% (1/4 of 1%) to .375%

The Company agreed

to pay Wildcat’s legal fees related to these matters, capped at $60,000, in three installments of $20,000 on June 1,

August 1, and October 1, 2019, all such payments having been made in the period ending December 31, 2019.

The Company agreed

to issue 1,500,000 restricted shares of its Common Stock on or before October 15, 2019, in consideration of the Promissory

Note, in exchange for extinguishment of all prior granted warrants and to complete the grant of 1,000,000 shares not received

from a prior transaction.

The Company issued such 1,500,000 restricted shares and the expense for such issuance was accrued

on the Company’s Balance Sheet on the effective date of the Rule 11 Agreement and increased by $45,000 based upon the

actual value of the shares on the date of issuance for the period ending December 31, 2019.

Rule 11 Agreement further provided that if the Company timely performed through October 15, 2019, the Parties would file a Joint

Motion for Dismissal and present Agreed Orders of Dismissal with prejudice for both lawsuits.

A copy of the Rule 11 Agreement

is incorporated by reference as Exhibit 10.52.

Company performed in all regards under the Rule 11 Agreement, however Gleason refused to sign the Wildcat Settlement Agreement

at the point of the Company’s having performed its obligations.

The parties’

respective counsels then mutually agreed

to extend the original October 15, 2019 settlement date until at least the end of the year while the parties waited for Gleason’s

Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and all litigation was dismissed

September 7, 2018, Wildcat, a company controlled by a shareholder Gleason, filed suit against the Company, alleging claims arising

from a prior consulting agreement between the parties, seeking to recover monetary damages, interest, court costs, and attorney’s

On September 27, 2018, Wildcat filed a second suit against the Company alleging claims arising from a Promissory Note between

the parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees.

Through a mediated settlement,

the Company’s agreed to a Rule 11 Agreement, providing the Company execute a new promissory note to replace the prior Promissory

Note with new payment provisions, among other requirements, and further stipulating that the parties would enter into a form of

mutually settlement agreement.

The Company performed in all regards under the Rule 11 Agreement, Wildcat (Gleason) signed the

mutually agreed Compromise Settlement and Release Agreement on February 4, 2020, and all litigation among the parties was dismissed

by the Court on February 25, 2020.

A copy of the Dismissal is incorporated by reference as Exhibit 10.59.

What changed 10-K

Item 3. Legal Proceedings