Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
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.
During
the three-month period ended March 31, 2021, we issued a total of 1,200,000 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.
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.
On
December 20, 2017, the Company issued a convertible promissory note for $166,667, fully payable by December 20, 2019. 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.
On
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 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.
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Item 4. Mine Safety Disclosures.
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.