GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Shares of our Common Stock are quoted on the OTCQB Pink Market under the symbol “GWTI.” The table below sets forth the high and low bid prices for our common stock on the OTCQB as reported by various market makers. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not reflect actual transactions. Fiscal 2024 Quarter Ended: High Low March 31, 2024 $ 0.01 $ 0.01 June 30, 2024 $ 0.01 $ 0.01 September 30, 2024 $ 0.01 $ 0.01 December 31, 2024 $ 0.05 $ 0.01 Fiscal 2023 Quarter Ended: March 31, 2023 $ 0.01 $ 0.01 June 30, 2023 $ 0.01 $ 0.01 September 30, 2023 $ 0.01 $ 0.01 December 31, 2023 $ 0.05 $ 0.01 As of March 11,2025, we had 440,811,204 shares of Common Stock outstanding. Our shares of Common Stock are held by 582 Shareholders of record. The number of Shareholders of record was determined from the records of our transfer agent, Transfer Online, Inc. (our “Transfer Agent”), and does not include beneficial owners of our Common Stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies. The mailing address of our Transfer Agent is 512 SE Salmon Street, 2nd Floor, Portland, Oregon 97214, and its telephone number is (503) 227-2950. Dividend Policy We have not paid or declared any dividends on our Common Stock, nor do we anticipate paying any cash dividends or other distributions on our Common Stock in the near future. Any future dividends will be declared at the discretion of our Board of Directors and will depend, among other things, on (i) our earnings, if any, (ii) our financial requirements for future operations and growth, and (iii) other facts as our Board of Directors may then deem appropriate. Unregistered Sales of Equity Securities For the year ended December 31, 2024, we issued 26,993,667 shares of the Company’s common stock as follows: Stock issued for cash – 22,578,333 Stock issued to settle accrued liabilities – related parties – 4,415,334 We relied upon the safe harbor found in Rule 506(b) of Regulation D promulgated under the Securities Act (“ Regulation D ”) and the exemption from registration under Section 4(a)(2) of the Securities Act. Each investor took such investor’s shares of Common Stock 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 offer and sale of our Common Stock. We sold our shares of Common Stock to only “accredited investors” as defined in Section 501(a) of Regulation D, with whom we had a direct personal, preexisting relationship, and after we had a thorough discussion with each accredited investor. Each certificate representing shares of our Common Stock contains a restrictive legend as required by the Securities Act. Finally, we have instructed our Transfer Agent not to transfer any restricted shares of our Common Stock, unless the offer and sale of such shares of Common Stock is registered pursuant to an effective registration statement under the Securities Act or is exempt from registration under federal and state securities laws. - 14 - All of the above-described accredited investors who received shares of our Common Stock were provided with access to our filings with the SEC, including the following: information: (i) contained in our annual report on Form 10-K under the Exchange Act for the fiscal year ended December 31, 2024; and (ii) contained in any reports or documents required to be filed by us 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. In addition, such investors received a description of securities being offered for sale, and any material changes to our affairs that were not disclosed in the other documents furnished. Item 6. Selected Financial Data. We are a smaller reporting company; as a result, we are not required to report selected financial data disclosures as required by Item 301 of Regulation S-K promulgated under the Exchange Act (“ Regulation S-K ”).