10-K: Greenway Technologies Reports Annual Results for 2024, Cites Going Concern Uncertainty

Greenway Technologies' 2024 annual report reveals a net loss, a going concern qualification from its auditor, and ongoing efforts to commercialize its GTL technology.

Summary

• Greenway Technologies, Inc. filed its Form 10-K for the fiscal year ended December 31, 2024.
• The company is focused on developing and commercializing its proprietary gas-to-liquids (GTL) technology.
• GWTI's G-Reformer unit converts natural gas into syngas, which can then be used to produce fuels and chemicals.
• The company's objective is to become a direct and licensed producer of renewable GTL synthesized diesel and jet fuels, focusing on U.S. market opportunities.
• GWTI is a development-stage company with plans to commercialize its unique and patented technology.
• The company has an accumulated deficit of $39,373,172 as of December 31, 2024.
• For the year ended December 31, 2024, GWTI incurred a net loss of $1,513,568 and used $444,223 net cash for operating activities.
• The auditor's report includes a going concern qualification, raising substantial doubt about the company's ability to continue as a going concern.
• GWTI's ability to continue as a going concern is dependent on achieving profitable operations or obtaining necessary financing.
• Management intends to raise additional funds through public or private offerings.
• The company had no revenues for the years ended December 31, 2024 and 2023.
• GWTI is involved in legal proceedings, including a demand for payments under various agreements with former officers and directors.
• The company's internal controls over financial reporting were deemed ineffective as of December 31, 2024.
• From January 1, 2025 through March 11, 2025, the Company issued 9,973,333 shares of Rule 144 restricted Common Stock in private placements to 17 accredited investors at $0.02 $0.03 per share.

Sentiment

Score: 3

Explanation: The document presents a concerning financial situation with a net loss, going concern qualification, and ineffective internal controls. While the company is pursuing commercialization, the risks and uncertainties outweigh the potential positives.

Positives

• GWTI continues to develop and refine its GTL technology.
• The company is actively seeking partnerships and funding to commercialize its technology.
• GWTI has secured several U.S. patents related to syngas generation for gas-to-liquid fuel conversion.
• The company has an exclusive worldwide patent licensing agreement with the University of Texas at Arlington (UTA).

Negatives

• GWTI has a significant accumulated deficit of $39,373,172 as of December 31, 2024.
• The company's auditor issued a going concern qualification.
• GWTI's internal controls over financial reporting were deemed ineffective as of December 31, 2024.
• The company has no revenues and relies on external funding.
• GWTI is involved in legal proceedings with former officers and directors.

Risks

• GWTI may not be able to raise the additional capital necessary to execute its business strategy.
• The company's limited operating history may not serve as an adequate basis to judge its future prospects.
• GWTI may encounter substantial competition in its industry.
• The company is dependent on a limited number of key executives and consultants.
• GWTI's GTL Technology is subject to the changing of applicable U.S. laws and regulations.
• The company has a substantial level of indebtedness that could adversely affect its financial condition.

Future Outlook

The company's ability to continue as a going concern is dependent on achieving profitable operations or obtaining necessary financing. Management intends to raise additional funds through public or private offerings.

Industry Context

The GTL industry converts natural gas into high-quality liquid products. Greenway Technologies aims to provide smaller-scale, mobile GTL plants compared to traditional large refineries.

Comparison to Industry Standards

• Key industry players include Shell, Chevron, PetroSA, Qatar Petroleum, Sasol, Statoil ASA, Velocys, and ENI S.p.A..
• Shell had the largest market share in 2024, with virtually all current production located overseas.
• Greenway's technology is not designed to compete with the large refinery-size GTL plants operated by such large industry operators.
• Greenway's plants are designed to be scaled to meet individual gas field production requirements on a distributed and mobile basis.

Legal Proceedings

• The Company is involved in legal proceedings, including a demand for payments under various agreements with former officers and directors.
• The court set an original trial date for November 25, 2024, but the new trial date is May 26, 2025.
• The Plaintiffs, Ric Halder, Randy Moseley, Tuntall Canyon and Chisos, filed a Traditional Motion for Partial Summary Judgement , or in the Alternative, Traditional Motion for Partial Summary Judgement as to Liability Only.
• The court has set a hearing on this motion for March 26, 2025.

Related Party Transactions

• The company executed a loan agreement for up to $5,000,000 in advances with a Company owned by a stockholder and who is the brother of the Company's Chief Financial Officer as well as a member of the Board of Directors.
• Mr. Robert K. Jones and his late wife and Mabert have loaned a total of $2,057,341 to the Company and four other shareholders have loaned a balance of $793,433, pursuant to the Loan Agreement, through the year ended December 31, 2024.
• These loans are secured by the assets of our Company.
• As of December 31, 2024 and 2023, the accrued salary from employment agreements and accrued interest for Notes Payable Related Parties totalling $5,232,923 and $5,549,463, respectively are presented as Accounts payable and accrued expensed related parties.

Stakeholder Impact

• Shareholders face significant risk due to the company's financial condition and going concern uncertainty.
• Employees' job security is uncertain due to the company's financial challenges.
• The company's ability to fulfill its objectives and commercialize its technology is uncertain.

Next Steps

• The company intends to raise additional funds through public or private offerings.
• GWTI is continuing the process of remediating its control deficiencies.
• The company plans to file an application with the OTC and is confident that the application will be approved.
• At the same time, the Company will continue to seek approval from FINRA to return to the OTCQB, the Company's historic trading platform.

Key Dates