Current Report Filing (8-k)
October 01 2019 - 6:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of the earliest event reported): October 1, 2019 (September 26, 2019)
GREENWAY
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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TEXAS
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000-55030
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90-0893594
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1521
North Cooper Street, Suite 205
Arlington,
Texas 76011
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 800-289-2515
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
September 26, 2019, Greenway Technologies, Inc. f/k/a UMED Holdings, Inc., a Texas corporation (the “Company”)
entered into that certain settlement agreement (the “Agreement”) by and between Southwest Capital Funding,
Ltd., a Texas limited partnership (“Southwest”) and the Company.
Southwest
and the Company are parties to Southwest Capital Funding Ltd. v. Mamaki Tea, Inc., et al., No. 16-1-0342, pending in the
Circuit Court of the Third Circuit, State of Hawaii (the “Litigation”). In accordance with the Agreement, the
Company and Southwest agreed to the entry of a stipulated judgment in the Litigation, in which Southwest is awarded judgment against
the Company for the amount of $740,000.00. The Company also agreed to issue to Southwest: (a) a promissory note (the “Note”),
in the amount of $525,000.00, with a three year term, at a 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; and (b) 1,000,000 shares of
the Company’s class A common stock, par value $0.0001 per share. Pursuant to the Agreement, both Southwest and the Company
agreed to release all claims against one another relating to the Litigation.
The
foregoing descriptions of the Agreement and the Note do not purport to be complete and are qualified in their entirety by reference
to the full text of the Agreement and the Note, which are filed herewith as Exhibit 10.1, and incorporated herein by reference.
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Item
2.03
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Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
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The
discussion under Item 1.01 relating to the Agreement, the Stipulated Judgment, and the Note are incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GREENWAY
TECHNOLOGIES, INC.
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Date:
October 1, 2019
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By:
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/s/
Raymond Wright
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Raymond
Wright
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Chairman
of the Board
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Greenway Technologies (PK) (USOTC:GWTI)
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