Current Report Filing (8-k)
December 16 2019 - 5:25PM
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): December 16, 2019 (December 11, 2019)
GREENWAY
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 11, 2019, the Greenway Technologies, Inc. (the “Company”) held a Special Meeting of the Stockholders
(the “Special Meeting”) at the Hilton Arlington, as disclosed in the Company’s proxy statement on Schedule
14A, filed with the Securities and Exchange Commission on November 18, 2019. The total number of Class A Shares, par value $0.0001
per share (the “Class A Shares”) eligible to vote as of the record date, October 29, 2019, was 290,148,677.
In accordance with the Company’s by-laws, 193,442,122 Class A Shares were required to be present or represented at the Special
Meeting to constitute a quorum. The total number of Class A Shares present or represented at the Special Meeting was 243,531,479,
which constituted a quorum.
At
the Special Meeting, the following items of business took place:
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1.
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The
amendment to the Company’s certificate of formation, as amended (the “Certificate”),
to increase the authorized shares of Class A Shares from 300,000,000 to 500,000,000 was
approved by the stockholders of the Company (the “Stockholders”) by
a vote of (a) 234,748,093 in favor, (b) 1,022,634 against, and (c) 7,760,752 abstaining.
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2.
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The
amendment to the Certificate to change the name of the Class A Shares to “common
stock”, with the same $0.0001 par value per share, designations, power, privileges,
rights, qualifications, limitations, and restrictions as the current Class A Shares,
was approved by the Stockholders by a vote of (a) 241, 961,104 in favor, (b) 236,624
against, and (c) 1,333,751 abstaining.
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3.
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The
amendment to the Certificate to eliminate the Class B Shares of the Company, par value
$0.0001 per share (the “Class B Shares”), as a class of stock of the
Company was approved by the Stockholders by a vote of (a) 241,853,587 in favor, (b) 159,750
against, and (c) 1,518,142 abstaining.
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4.
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The
amendment to the Certificate to specify the vote required to approve certain actions
before the Stockholders, including “fundamental actions,” as defined by the
Texas Business Organizations Code (the “TBOC”) Section 21.364, and
“fundamental business transactions,” as defined by TBOC Section 1.002(32),
was approved by the Stockholders by a vote of (a) 201,877,456 in favor, (b) 5,876,191
against, and (c) 8,225,550 abstaining.
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In
connection with the items of business that took place at the Special Meeting, on December 11, 2019, the Company filed a certificate
of amendment (the “Certificate of Amendment”) to the Certificate with the Secretary of State of the State of
Texas. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The
Certificate of Amendment was filed to: (1) increase the authorized shares of Class A Shares from 300,000,000 to 500,000,000; (2)
change the name of the Class A Shares to “common stock”, with the same $0.0001 par value per share, designations,
power, privileges, rights, qualifications, limitations, and restrictions as the current Class A Shares; (3) eliminate the Class
B Shares as a class of stock of the Company; and (4) specify the vote required to approve certain actions before the Stockholders,
including “fundamental actions,” as defined by TBOC Section 21.364, and “fundamental business transactions,”
as defined by TBOC Section 1.002(32).
Item
7.01 Regulation FD Disclosure.
On
December 16, 2019, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
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:
December 16, 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 (QB) (USOTC:GWTI)
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