What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-08-16 compared with 2021-05-14 · 40 added, 34 removed, 9 unchanged (89% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

the three-months ended June 30, 2021, we:

issued 6,222,797 shares of Rule 144 restricted Common Stock, including 4,766,667 shares issued

in private placement to five (5) accredited investors at an average price of $0.04 per share for $173,000, and 482,500 shares issued

for payment of consulting fees at a price of $0.03 per share, and 973,630 shares for costs related to the issuance of promissory notes

at an average price of $0.05 per share As of June, 2021, the Company has 224,128 shares of common stock to be issued to Kevin Jones,

a related party, for costs related to issuance of promissory notes, and 200,000 shares of common stock to be issued in private placement

to one (1) accredited, these shares will be issued in the third quarter of 2021.

the three-month period ended March 31, 2021, we issued a total of 1,200,000 through a private sale to an accredited investor.

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.

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:

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.

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.

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:

information contained in our annual report on Form 10-K under the Exchange Act.

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.

brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the

documents furnished.

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.

brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents

transfer agent is:

Transfer Online, Inc., whose address is 512 SE Salmon Street, Portland, Oregon 97214, 2nd Floor, telephone

number (503) 227-2950.

Transfer Online, Inc., whose address is 512 SE Salmon Street, Portland, Oregon 97214, 2nd Floor, telephone number

(503) 227-2950.

of Equity Securities by the Issuer and Affiliated Purchasers

1 unchanged sentence

December 20, 2017, the Company issued a convertible promissory note for $166,667, fully payable by December 20, 2019.

is in default for breach of payment.

By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and

continues at such rate until the default is cured or is paid at term.

See Note 6 –

Notes Payable and Convertible Notes

This loan is in

default for breach of payment.

By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues

at such rate until the default is cured or is paid at term.

See Note 6 – Notes Payable and Convertible Notes Payable.

September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd.,as part of the consideration

for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of $525,000, providing for

a three-year term, at 7.7% simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default

interest at 18%, with the principal amount due at maturity.

Since the note was issued, two semiannual payments of interest have

The Company is in default of its semiannual interest payment due on February 15, 2021, and thus has classified the

note as a current liability.

See Note 6 –

Notes Payable and Convertible Notes Payable.

for an agreed stipulated judgement, we agreed to provide Southwest a Promissory Note in the amount of $525,000, providing for a three-year

term, at 7.7% simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18%, with

the principal amount due at maturity.

Since the note was issued, two semiannual payments of interest have been paid.

The Company was

in default of its semiannual interest payment due on February 15, 2021.

In May 2021, the Company made the semi-annual interest

payment (including late fees) and cured the default.

See Note 6 – Notes Payable and Convertible Notes Payable.

Mine Safety Disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities