What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-04-14 compared with 2020-04-14 · 250 added, 237 removed, 506 unchanged (49% of the section changed)

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

of our Common Stock are quoted on the OTCQB under the symbol “GWTI.”

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December 31, 2020

of April 14, 2020, we had 310,807,284 shares of Common Stock outstanding.

of March 31, 2021, we had 336,468,075 shares of Common Stock outstanding.

Our shares of Common Stock are held by 510 Shareholders

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Sales of Equity Securities

the year ended December 31, 2019, we issued 23,227,653 shares of the Company’s common stock, including 3,371,043 shares

of restricted common stock for costs related to Promissory Notes the Company executed in 2019 in favor of Mabert LLC;

shares related to the conversion of a loan in favor of the Greer Family Trust, 2,500,000 shares related to legal settlements with

Southwest Capital and Wildcat Consulting, 7,000,000 shares for employee stock compensation and 6,450,000 through private sales

to accredited investors.

In the first quarter of 2019, we made an adjustment for incorrectly reported prior shares of 581,905,

resulting in a net book 22,645,748 shares issued for the year ending December 2019.

the year ended December 31, 2020, we issued 38,619,398 shares of the Company’s common stock, including 23,746,266 for shares

related to loan conversion, 2,044,017 shares of restricted common stock for costs related to Promissory Notes the Company executed

in 2020 in favor of Mabert LLC;

529,711 shares issued for settlement of accrued legal expenses;

7,000,000 shares for employee

stock compensation and 4,441,667 through private sales to accredited investors.

relied upon the safe harbor found in Rule 506(b) of Regulation D promulgated under the Securities Act (“

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not disclosed in the other documents furnished.

Selected Financial Data.

Financial Data.

are a smaller reporting company;

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vented gas, or flared gas - all markets the Company seeks to service.

April 28, 2020, the Company was issued a new U.S.

Patent 10,633,594 B1 for syngas generation for gas-to-liquid fuel conversion.

The Company has several other pending patent applications, both domestic and international, related to various components and

processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued

patents and pending patent applications.

December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with the University of Texas at Arlington

(UTA) for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming

technologies developed under its sponsored research agreement with UTA.

December 15, 2020, the Company announced additional information regarding valuable outputs produced by the company’s proprietary

G-Reformer™

catalyst reactor and Fischer-Tropsch (FT) technology which combine to form the “Greer-Wright”

Originally developed to convert natural gas into ultra-clean synthetic fuel, recent research and development activity

has shown that the technology can also allow the extraction of high-value chemicals and alcohols.

The chemical outputs include

n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, and n-Tridecane.

Alcohols produced include ethanol and methanol.

has identified worldwide industrial demand for these outputs which will significantly improve the economic return on investment

(ROI) of GTL plants that are based on GWTI’s technology.

GWTI is a development-stage company with plans to continue its

unique and patented technology.

the Company believes its technologies and processes will allow for multiple small-scale GTL plants to be built with substantially

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Our independent registered public accounting

firm issued a going concern qualification in their report dated April 14, 2020, which is included with our Financial Statements

and raises substantial doubt about our ability to continue as a going concern.

firm issued a going concern qualification in their report dated April 14, 2021, which is included with our consolidated

Financial Statements and raises substantial doubt about our ability to continue as a going concern.

$ (2,541,972 )

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Research and development

Loss on derivatives

Gain/(loss) on change in fair value of derivatives

Accrued interest expense (including related parties)

Net loss on debt settlement

Settlement expense –

Settlement gain/ (loss) –

loan agreement

Net loss on settlement related to legal matters

Loss on settlement related to legal matters

Gain on settlement of accounts payable

Convertible debt derivative expense

Reserve for equity method investment receivable

Other miscellaneous income

During the year ended December 31, 2020, operating expenses decreased to $1,371,512, as compared to $2,429,431 for

the year ended December 31, 2019.

The decrease was due primarily to a decrease in consulting fees to $251,377 in 2019 compared

to $1,373,578 to the same period in 2018, and offset by an increase in legal expense of $180,344 and Salaries Expenses

of $787,589, including non-cash stock compensation expenses of $420,000 in 2019 as compared to 2018, when certain consultants

became salaried employees in 2019.

The decrease was due primarily to a $490,923 decrease in salaries and a $270,621 decrease in

legal expense in 2020 compared to the same period in 2019.

Major operating expense categories consisted of the following:

During the year ended December 31, 2019, total salaries increased to $1,020,923 as compared to $233,334 for the year ended December

The increase primarily reflects certain consultants becoming employees during the period, including non-cash stock compensation

expense of $420,000 in 2019, compared to $0 2018.

During the year ended December 31, 2019, consulting expense decreased to $251,377, as compared to $1,373,578

for the year ended December 31, 2018.

The decrease was primarily due to certain consultants becoming employees of the Company,

and a decreased reliance on the use of consultants for the development and production of the Company’s GTL technologies

during the period.

During the year ended December 31, 2019, professional fees decreased to $6,292, as compared to $24,358 for the year

During the year ended December 31, 2020, total salaries decreased to $530,000 as compared to $1,020,923 for the year ended December

The decrease primarily reflects certain consultants becoming employees during 2019, which resulted in non-cash stock

compensation expense of $420,000 in 2019, compared to $0 2020.

During the year ended December 31, 2020, consulting expense increased to $332,961, as compared to $251,377 for the year

ended December 31, 2019.

The increase was primarily due to an increase in reliance on the use of consultants for the development

and production of the Company’s GTL technologies during 2020.

During the year ended December 31, 2020, professional fees decreased to $0, as compared to $6,292 for the year ended

December 31, 2109.

Professional fees decreased due to elimination of certain prior vendors.

During the year ended December 31, 2019, travel expenses decreased to $11,120, as compared to $30,113 in the year

During the year ended December 31, 2020, travel expenses increased to $18,487, as compared to $11,120 in the year

ended December 31, 2019.

The decrease in travel expenses was due to the termination of prior employees and a reduced need for

employees to travel generally.

During the year ended December 31, 2019, we completed a final settlement of the Mamaki Tea litigation, resulting

in a one-time charge of $765,000.

There is no comparative expense for the year ended December 31, 2018.

During the year ended December 31, 2019, legal expenses increased to $477,417, as compared to $297,073 in the year

The increase in travel expenses was due to increased air travel during the first quarter of 2020.

During the year ended December 31, 2020, legal expenses decreased to $206,796, as compared to $477,417 in the year

ended December 31, 2019.

The increase in legal fees was due primarily to additional work related to the dissident Shareholder

actions and settlement of various matters that were in, or soon to be in, litigation.

The decrease in legal fees was due primarily to additional work completed in 2019 related to the dissident

Shareholder actions and settlement of various matters compared to 2020.

and Development Costs .

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to $441,320 in the year ended December 31, 2019.

The decrease was due to us reaching the completion of our initial GTL research

activities and the start of migration to a commercial production environment.

During the year ended December 31, 2019, interest expense increased to $443,760, including to related parties of

$188,267, as compared to $126,461 for the year ended December 31, 2018.

The increase was primarily due to the increase of debt

financing versus the sale of securities to support operating expenses.

During the year ended December 31, 2019, loss on derivative adjustment was $64,899, as compared to $34,500

for year ended December 31, 2018.

The increase was primarily due to changes in the derivative liability calculated using the Black-Scholes

Model pursuant to the outstanding convertible note payable and warrants that were extinguished during the period.

Loss from Operations.

Our net loss from operations decreased to $2,429,431 in the year ended December 31, 2019, as compared

to $2,886,021 for the year ended December 31, 2018.

The decrease was due primarily to a decrease in consulting fees to $251,377

in 2019 compared to $1,363,578 to the same period in 2018, offset by an increase in legal expense of $180,344 and Salaries Expenses

of $367,589 for 2019, compared to 2018, as certain consultants became salaried employees in 2019.

Our consolidated net loss increased to $3,661,245, or a negative $0.01 per basic and diluted earnings share for the

The change was primarily due to the completion of the final stage of the last

Sponsored Research Agreement (“SRA”) with the University of Texas at Arlington for development of the Company’s

G-Reformer unit.

During the year ended December 31, 2020, interest expense increased to $769,170, including interest to related parties

of $562,890, as compared to $443,760 for the year ended December 31, 2019.

The increase was primarily due to the increase in borrowings

to fund operations and in the amortization of discounts on new convertible notes payable executed during the period.

in Fair Value of Derivative Liability and Derivative Expenses .

During the year ended December 31, 2020, we recorded a gain

on the fair value of derivatives of $62,645, as compared to a loss of $64,899 for the year ended December 31, 2019.

was due to the execution of the convertible notes payable in the first quarter, and the related changes under the derivative value

calculations using the Cox, Ross & Rubinstein Binomial Tree model method, as well as the conversions of the convertible

notes to equity which were completed during the fourth quarter of 2020.

from Operations.

Our net loss from operations decreased to $1,371,512 in the year ended December 31, 2020, as compared to

$2,429,431 for the year ended December 31, 2019.

The decrease was due primarily to the Company incurring $30,000 Research and

Development expenses for the 2020 period, as compared to $441,320 for the same period of 2019;

as well as a $490,923 decrease

in salary expense for the 2020 period as compared to the same period in 2019.

Our consolidated net loss decreased to $2,541,972, or a negative $0.01 per basic and diluted earnings share for the

year ended December 31, 2020, as compared to $3,661,245, or a negative $0.01 per basic and diluted earnings share for the same

period ended 2019.

The increase in net loss was due primarily to increased salaries, interest, legal, and settlement expenses

of $1,585,232, offset by decreases in consulting fees and research and development expenses of $1,301,399 in the period.

The weighted-average

number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 291,502,726 for the

year ended December 31, 2019, and 285,638,699 for the year ended December 31, 2018.

The decrease was primarily due to the decrease in Research and Development expenses, salary expenses and a

non-recurring settlement expense of $765,000 during the period ended December 31, 2019.

The weighted-average number of shares

of Common Stock used in the earnings per share for the basic and dilutive computation was 312,854,191 for the year ended December

31, 2020, and 291,502,726 for the year ended December 31, 2019.

and Capital Resources

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provides certain selected balance sheet comparisons between December 31, 2020, and December 31, 2019:

Working Capital

Total current assets

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Notes payable and accrued interest

Derivative liability

Total current liabilities

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to small-cap public companies.

PowerUp has agreed to provide up to $1,000,000 to us over a twelve (12) month period, subject to

period determined stock price and trading attributes, and we have borrowed $171,000 during the first quarter of 2020 under this

from of Purchase Agreement.

The Purchase Agreement contains customary representations and warranties, covenants, and conditions

See Note 12 –

Subsequent Events on page F-21 to our Financial Statements.

cash used in continuing operating activities during the year ended December 31, 2019, was $1,332,528, as compared to $1,289,436

for the year ended December 31, 2018.

cash used in investing activities for the year ending December 31, 2019 was $387,847, consisting of advances made to OPMGE for

deposits on a piece of specialized commercial equipment required to convert the Wharton, TX manufacturing facility for use of

our GTL technology, resulting in a Receivable –

Related Party reported on our Balance Sheet.

There were no cash flows from

investing activities for the year ended December 31, 2018.

PowerUp had agreed to provide up to $1,000,000 to us over a twelve (12) month period, subject to

period determined stock price and trading attributes, and we borrowed $171,000 during the first quarter of 2020 under this from

of Purchase Agreement.

During the third and fourth quarters of 2020, the lenders converted the outstanding convertible

notes to equity.

cash used in operating activities during the year ended December 31, 2020, was $686,032, as compared to $1,302,528 for the year

ended December 31, 2019.

cash used in investing activities for the year ending December 31, 2020 was $25,000, as compared to $387,847 for the year ended

December 31, 2019, which consisted of advances made to OPMGE for deposits on a piece of specialized commercial equipment required

to convert the Wharton, TX manufacturing facility for use of our GTL technology.

cash provided by financing activities was $696,617 for the year ended December 31, 2020, comprised of $155,000 in sales of our

Common Stock, $171,000 in proceeds from convertible notes payable, $215,609 in proceeds from Notes –

Related Parties, $270,008

received from Shareholder (Director) advances, less $115,000 of payments on notes payable related to legal settlements.

cash provided by financing activities was $1,633,207 for the year ended December 31, 2019, comprised of $360,000 in sales of our

Common Stock, $1,302,188 in proceeds from Notes –

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less $80,000 of payments on notes payable related to legal settlements.

See Note 5 –

Term Notes Payable and Notes Payable

Related Parties and Note 11- Legal on pages F-11 and F-17 respectively to our Financial Statements.

cash provided by financing activities was $1,271,129 for the year ended December 31, 2018, composed of $602,500 in sales of our

Common Stock, $728,869 proceeds from notes, less $8,500 of payments on notes payable and $51,740 repayment of Shareholder advances.

See Note 5 –

Term Notes Payable and Notes Payable Related Parties on pages F-11 to our Financial Statements

accompanying Financial Statements have been prepared on a going concern basis, which contemplates realization of assets and the

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and on our ability to obtain necessary financing to fund ongoing operations.

prior funded Scope of Work (“

last funded Scope of Work (“

SOW ”) under our SRA with UTA was completed in the year ended December 2019, with

payments made of $120,000 to complete the work described in the last SOW.

As we move into commercialization of our GTL technology,

we plan to update and enter into a new SOW with UTA for 2020 and 2021.

This is anticipated to entail a financial commitment of

approximately $257,000 for a twelve-month cycle, which we have been told can be payable in four equal installments of $64,250.

However, we shall only execute such new SOW and notice UTA to start such work when we have funds available to make such payments.

As described elsewhere herein this Report, we are working to raise sufficient capital to enter such new SOW, including from private

stock sales, additional debt and payment from of our receivable with OPMGE.

There is no assurance we that we will be able to raise

such sufficient funds to enter into such new Scope of Work.

August 2012, we entered into an employment agreement with Ray Wright, for the position of president of GIE, for a term of five

years with compensation of $90,000 per year.

payments made of $120,000 to complete the work described in the prior SOW.

As we move into the testing and commercialization phase

of our GTL technology, we plan to update and enter into a new SOW with UTA for periods in 2021.

This is anticipated to entail

a financial commitment of approximately $257,000 for a full twelve-month research cycle, which we have been told can be payable

in four equal installments of $64,250.

However, we shall only execute such new SOW and notice UTA to start such work when we have

funds available to make such payments.

As described elsewhere herein this Report, we are working to raise sufficient capital to

enter such new SOW, including from private stock sales, additional debt and payment from of our receivable with OPMGE.

no assurance that we will be able to raise sufficient funds to enter into such new SOW.

August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of

five years with compensation of $90,000 per year.

In September 2014, Mr.

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In addition, Mr.

Phillips is entitled

to certain additional stock grants based on our performance during the term of his employment, and to participate in our benefit

plans, if and when such plans become available.

Phillips resigned from

the Company effective December 15, 2020.

The foregoing summary of the Mr.

Phillips’s employment agreement is qualified

in its entirety by reference to the actual true and correct Employment Agreement by and between Thomas Phillips and our Company,

Phillips’s employment agreement is qualified in

its entirety by reference to the actual true and correct Employment Agreement by and between Thomas Phillips and our Company,

dated April 1, 2019, a copy of which is filed as Exhibit 10.53 to this Form 10-K and incorporated by reference herein.

April 1, 2019, we entered into an employment agreement with Ryan Turner for a term of 12 months with compensation of $80,000 per

year, to manage our business development and investor relations.

Turner reports to the President of our Company.

to his employment agreement, Mr.

Turner is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s

Rule 144 restricted common stock, par value $.0001 per share, with such shares having been issued in February 2020.

is also entitled to certain additional stock grants based on our performance during the term of his employment and to participate

in our benefit plans, when and if such plans become available.

April 1, 2019, we entered into an employment agreement with Ryan Turner for a term of twelve (12) months with compensation of

$80,000 per year, to manage our business development and investor relations.

Turner reports to the President of Greenway Technologies

and is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s Rule 144 restricted common

stock, par value $.0001 per share, valued at $.06 per share, or $150,000, which we expensed as of the effective date of the agreement.

Turner is also entitled to certain additional stock grants based on our performance during the term of his employment and

to participate in our benefit plans, when and if such plans become available.

The foregoing summary of the Mr.

Turner’s employment agreement

is qualified in its entirety by its reference to the actual true and correct Employment Agreement by and between Ryan Turner and

our Company, dated April 1, 2019, a copy of which is filed as Exhibit 10.58 to this Form 10-K and incorporated by reference herein.

November 28, 2017, we entered into the Chisos Agreement with Chisos for public relations, consulting and corporate communications

The initial payment was 1,800,000 shares of our Common Stock.

Additional payments were to be made upon our Common Stock

reaching certain price points over an extended period.

Due to a breach of the Chisos Agreement by Chisos, on June 22, 2018, our

Board of Directors voted to terminate the Chisos Agreement.

Based on the termination, all warrants to purchase our Common Stock

were cancelled.

Chisos sued us for breach of contract.

The Company vigorously defended itself and the litigation was dismissed

without prejudice on November 19, 2019.

A copy of the court’s dismissal is incorporated by reference as Exhibit 10.61.

more information, see Note 11 –

Legal Matters on page F-19 to our Financial Statements.

September 7, 2018, Wildcat, a company controlled by Shareholder Gleason, filed suit against us alleging claims arising from the

Gleason Agreement, seeking to recover monetary damages, interest, court costs, and attorney’s fees.

In a separate lawsuit,

Wildcat filed suit claiming that the Company breached that certain Promissory Note dated on or about November 13, 2017, entered

into between Wildcat as lender and Greenway as borrower, and as a result Wildcat initiated an action in County Court at Law No.

Turner’s

employment agreement is qualified in its entirety by its reference to the actual true and correct Employment Agreement by and

between Ryan Turner and our Company, dated April 1, 2019, a copy of which is filed as Exhibit 10.58 to this Form 10-K and incorporated

by reference herein.

September 7, 2018, Wildcat, a company controlled by Shareholder Marshall Gleason, filed suit against us alleging claims arising

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

In a separate

lawsuit, Wildcat filed suit claiming that the Company breached that certain Promissory Note dated on or about November 13, 2017,

entered into between Wildcat as lender and Greenway as borrower, and as a result Wildcat initiated an action in County Court at

2 of Tarrant County, Texas, Cause No.

2018-006416-2.

On March 6, 2019, we entered into a Rule 11 Agreement with Gleason settling

both disputes, a copy of which is filed as Exhibit 10.52 to this Form 10-K and incorporated by reference.

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, whichever be sooner.

On March 6, 2019, we entered into a Rule 11 Agreement with Gleason

settling both disputes, a copy of which is filed as Exhibit 10.52 to this Form 10-K and incorporated by reference.

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, whichever be sooner.

The Rule 11 Agreement provided that if we 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.

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

The 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.

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Note 11 –

Matters and Note 12 –

Subsequent Events”

to our Financial Statements on pages F-19 and F-21 respectively.

and Contingencies to our Financial Statements.

Alfano, a director and greater than five percent (5%) shareholder entered into a consulting agreement with us on April 19, 2018

via Alfano Consulting Services (the “

Alfano Agreement ”), to provide board and senior management advice, including

via Alfano Consulting Services (the “Alfano Agreement”), to provide board and senior management advice, including

but not limited to corporate strategy, SEC regulatory adherence, sales and marketing strategies, document and presentation preparation

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The Alfano Agreement was terminated when Mr.

became a director in June 2019.

Prior to becoming a Director, Mr.

Alfano had made a claim against us, providing written support

using two different total payment amounts, which the Company disputed as incorrectly calculated at the time.

Prior to becoming

a Director, the Company and Mr.

Alfano resolved such disputed amounts and we accrued Consulting Fees of $94,038 for all prior

periods through the year ending December 31, 2019.

There is no payment schedule agreed to by the parties, and such accrued expenses

will be paid only when the Company has sufficient liquidity to make such payment, or unless or until the parties agree to some

other form of payment provision, up to and including the conversion of the accrued expenses to stock or direct forgiveness by

Alfano Consulting Services.

became a director on June 26, 2019.

The Company has accrued Consulting Fees and Expenses of $111,858 for all prior periods through

the year ending December 31, 2020.

There is no payment schedule agreed to by the parties, and such accrued expenses will be paid

only when the Company has sufficient liquidity to make such payment, or unless or until the parties agree to some other form of

payment provision.

October 19, 2020, the Company entered into a management consulting services agreement with Dean Goekel (the “Goekel Agreement”

via “Analytical Professionals”), to manage engineering and vendor relationships, assist in defining the design and

cost of certain capital equipment and to manage the direction of research, development and other related engineering activities.

Goekel will also support the Company’s ongoing business operations, including assistance in commercialization and market

implementation, strategic planning and other services.

The agreed upon start date under the agreement is July 1, 2020 and

the minimum engagement term was for six (6) months.

After the initial term the agreement automatically renews for subsequent six

(6) month terms unless the Company or Mr.

Goekel terminates the agreement.

Under the agreement, in exchange for Mr.

Goekel’s

services he will receive a minimum monthly fee of $10,000 per month in deferred compensation until such time that adequate funds

are available for payment.

As of December 31, 2020, we have accrued $60,000 in compensation expense related to this agreement.

Additionally, under the agreement Mr.

Goekel was issued stock warrants for 3,000,000 shares at a strike price of $0.03 per share

effective July 1, 2020 and expiring on June 30, 2022.

The Company recognized valued and recognized compensation expense related

to these warrants of $25,137 for the year ended December 31, 2020.

After meeting certain deliverables set forth in the agreement,

Goekel will be issued stock warrants for 1,000,000 shares at a strike price that is an average of the stock price for the

90 days that the deliverables have been met.

to the GIE Acquisition Agreement in August 2012, we agreed to:

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have a minimum commitment during 2020 of approximately $11,880 for our annual lease maintenance fees due to Bureau of Land Management

BLM ”) for the Arizona Property, with such payment due by September 1, 2020.

There is no actual lease agreement

with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.

BLM ”) for the Arizona Property with such payment completed by the Company on August 31, 2020.

actual lease agreement with the BLM, but we file an annual maintenance fee form and pay fees to the BLM to hold our claims.

next payment will be due on September 1, 2021.

to date has been provided by loans, advances from Shareholders and Directors and issuances of our Common Stock in various private

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What changed 10-K

Item 5. Market for Registrant’s Common Equity