{"url_path":"/sec/gwti/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1572386/0001493152-26-024621-index.html","accession_number":"0001493152-26-024621","cik":"0001572386","ticker":"GWTI","issuer_name":"GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES","edgar_url":"https://www.sec.gov/Archives/edgar/data/1572386/0001493152-26-024621-index.html","primary_entity_key":"0001572386","primary_entity_name":"GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES"},"word_count":332,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\nOn January 7, 2026, the Company issued\n6,000,000 shares of Rule 144 restricted Common Stock, par value $0.0001 per share pursuant to private placement sales to one accredited\ninvestors, for $60,000 ($.01 /share\n\n \n\n37\n\n \n\n \n\nOur unregistered securities were issued\nin reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(3) of Regulation D promulgated\nunder the Securities Act. Each investor took his/her securities for investment purposes without a view to distribution and had access\nto information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation\nor advertising for the purchase of our securities. Our securities were sold only to accredited investors and current shareholders as\ndefined in the Securities Act with whom we had a direct personal, preexisting relationship, and after a thorough discussion. Each certificate\ncontained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer\nany of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.\n\n \n\nAll of the above described investors\nwho received shares of our common stock were provided with access to our filings with the SEC, including the following:\n\n \n\n \n●\nThe information contained in our annual report on Form 10-K under the Exchange Act.\n\n \n \n \n\n \n●\nThe 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.\n\n \n \n \n\n \n●\nA brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished.\n\n \n\nOur transfer agent is Transfer\nOnline, Inc., whose address is 512 SE Salmon Street, Portland, Oregon 97214, 2nd Floor, telephone number (503) 227-2950.\n\n \n\n**Purchases of Equity Securities by the Issuer and\nAffiliated Purchasers**\n\n \n\nNone."}