10-Q: Greenway Technologies Reports Wider Q3 Loss, Going Concern Doubts Persist

Greenway Technologies reported a significantly increased net loss and cash burn for the nine months ended September 30, 2025, raising substantial doubt about its ability to continue as a going concern.

Summary

• Net loss for the nine months ended September 30, 2025, increased to $3,401,157, up 208.46% from $1,102,626 in the same period of 2024.
• Operating expenses surged, with general and administrative expenses rising by $1,498,690 (243.87%) to $2,113,227, and research and development expenses increasing by $800,789 (3,203.16%) to $825,789.
• Net cash used in operating activities increased by 163.45% to $674,507 for the nine months ended September 30, 2025, compared to $256,028 in the prior year.
• The company's cash balance at September 30, 2025, was $36,632, a decrease of 68.27% from $115,434 at September 30, 2024.
• An accumulated deficit of $42,774,329 and a stockholders' deficit of $15,611,606 at September 30, 2025, indicate significant financial distress.
• A major legal dispute with Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC, and Chisos Equity Consultants, LLC was resolved through a Mediated Settlement Agreement on October 30, 2025, which is expected to have a positive net financial impact of approximately $649,636.
• All outstanding notes payable and convertible notes payable, including related party notes, are in default as of September 30, 2025.
• The company forfeited its mining interests in Arizona on August 31, 2025, due to failure to pay maintenance fees.
• Management concluded that disclosure controls and procedures and internal controls over financial reporting were ineffective as of September 30, 2025, citing inadequate segregation of duties, lack of independent review, and insufficient independent directors for the Board and Audit Committee.

Sentiment

Score: 2

Explanation: The company faces severe financial challenges, including a substantial net loss, increased cash burn, critically low cash reserves, and a going concern warning. All major debt instruments are in default, and internal controls are ineffective. While a legal dispute was settled favorably and R&D shows promise, these positives are overshadowed by the immediate and fundamental financial instability.

Positives

• Successful resolution of a significant legal dispute with Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC, and Chisos Equity Consultants, LLC, resulting in a projected positive net financial impact of approximately $649,636.
• The company's GTL technology has shown promising R&D results, demonstrating the ability to extract high-value chemicals and alcohols, which could significantly improve the economic return on investment (ROI) of GTL plants.
• Increased customer deposits of $1,710,000 at September 30, 2025, indicating potential future business, although these are non-refundable if definitive agreements are not reached.
• Increased cash provided by financing activities to $691,000 for the nine months ended September 30, 2025, compared to $370,330 in the prior year, primarily from stock issuance.

Negatives

• Significantly increased net loss of $3,401,157 for the nine months ended September 30, 2025, up 208.46% from the prior year.
• Substantial doubt about the company's ability to continue as a going concern due to recurring net losses, inability to generate sufficient revenues or positive cash flows, and a significant accumulated deficit of $42,774,329.
• Increased cash used in operating activities by 163.45% to $674,507 for the nine months ended September 30, 2025.
• Cash on hand is critically low at $36,632 as of September 30, 2025.
• All notes payable and convertible notes payable, including those to related parties, are in default.
• General and administrative expenses increased significantly by 243.87%, driven by higher consulting fees, legal expenses, and other operational costs.
• Research and development expenses increased dramatically by 3,203.16%, indicating substantial investment without corresponding revenue generation.
• Forfeiture of mining interests on August 31, 2025, due to non-payment of maintenance fees, eliminating a potential asset.
• Management concluded that disclosure controls and procedures and internal controls over financial reporting were ineffective, citing material weaknesses such as inadequate segregation of duties and lack of independent review.

Risks

• Going Concern Risk: The company has recurring net losses, an accumulated deficit of $42,774,329, and insufficient cash flows, raising substantial doubt about its ability to continue operations.
• Funding Risk: The company does not expect to generate sufficient revenues or positive cash flows and relies on raising additional debt or equity-based capital, which may not be available on favorable terms or at all.
• Operational Risk: The company is a development-stage company with plans to commercialize its technology, but there is no assurance that profitable operations will be achieved.
• Litigation Risk: While a major lawsuit was settled, the company is subject to other litigation, claims, investigations, and audits in the ordinary course of business, which are inherently unpredictable.
• Internal Control Weaknesses: Ineffective disclosure controls and procedures and internal controls over financial reporting, including inadequate segregation of duties, lack of independent review, and insufficient independent directors, pose a risk of material misstatements and ineffective oversight.
• Technology Commercialization Risk: The GTL technology requires significant development capital for full commercialization, and there is no guarantee of market acceptance or successful deployment.
• Market Price Volatility: The economics of GTL conversion rely on the arbitrage between oil and natural gas prices, which are subject to significant volatility (e.g., due to events like COVID-19), impacting profitability.
• Default Risk: Multiple notes payable and a convertible note payable are in default, which could lead to further legal action or financial penalties.
• Related Party Dependence: The company remains dependent on both third-party and related-party sources of funding for continuation of its operations.

Future Outlook

Management does not expect to generate sufficient revenues or positive cash flows from operations to meet current obligations and intends to seek additional debt or equity-based capital, though terms are uncertain. Strategic plans include executing business operations more fully during 2025 and exploring strategic and partnership opportunities. The company believes its GTL technology, with its ability to produce high-value chemicals and alcohols, will significantly improve the economic return on investment of GTL plants and reduce U.S. dependency on foreign sources for these chemicals.

Management Comments

• "We do not expect to generate sufficient revenues or positive cash flows from operations sufficiently to meet its current obligations."
• "The Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain."
• "Managements strategic plans include the following: Execute business operations more fully during the year ended December 31, 2025, Explore and execute prospective strategic and partnership opportunities."
• "We believe that our proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general."
• "Initial tests have demonstrated that our Company's solution appears to be superior to legacy technologies, which are more costly, have a larger footprint, and cannot be easily deployed at field sites."
• "We believe that our technologies and processes will allow for multiple small-scale GTL plants to be built with substantially lower up-front and ongoing costs, resulting in more profitable results for oil and gas operators."
• "Our initial ROI studies of the market for high purity chemicals we produce can provide incredibly rapid payback of investments."
• "By making these chemicals in the USA, we reduce that dependency and keep the product, the jobs, and the profits in America."
• "Management believes that the actions presently being taken to implement our business plan to generate revenues will provide us the opportunity to continue as a going concern."
• "While management believes in the viability of our strategy to generate revenues and in our ability to raise additional funds, there can be no assurances to that effect."

Industry Context

The company operates in the Gas-to-Liquids (GTL) industry, aiming to convert natural gas into high-quality liquid products, including fuels and high-value chemicals. Its proprietary G-Reformer technology is positioned as an innovative solution for small-scale, mobile GTL plants, contrasting with the large refinery-sized operations of major players like Shell and Sasol. The company highlights the environmental benefits of its technology, such as eliminating gas flaring and producing cleaner fuels, which aligns with growing global environmental regulations. The focus on producing high-purity chemicals domestically also taps into trends of reducing supply chain dependency, particularly from China. However, the GTL industry's profitability is sensitive to the arbitrage between oil and natural gas prices, which can be volatile, as noted by the impact of COVID-19 on crude oil prices. The company acknowledges it has not yet received third-party certification, unlike some of the five small-scale GTL technologies already proven for flared gas monetization in the U.S.

Comparison to Industry Standards

• The company's G-Reformer technology is presented as superior to "legacy technologies" due to its lower cost, smaller footprint, and deployability at field sites, unlike larger, more costly, and less mobile traditional GTL plants operated by industry giants such as Chevron Corporation, KBR Inc, PetroSA, Qatar Petroleum, Royal Dutch Shell, and Sasol Limited.
• Unlike Shell, which held the largest market share in 2021 with production primarily overseas, Greenway Technologies focuses on U.S. market opportunities and a distributed, mobile plant model.
• The company's technology is not yet third-party certified, distinguishing it from the five small-scale GTL plant technologies (Greyrock, Advantage Midstream, EFT, Primus GE, and GasTechno) that have been proven and are available for flared gas monetization in the U.S.
• The company's GTL process is designed to produce high-purity chemicals, which it claims are superior in purity to those derived from crude oil at refineries, many of which are currently produced in China.

Corporate Governance

Legal Proceedings

• The lawsuit initiated by Gregory Sanders, a previous employee, was withdrawn on January 11, 2024.
• A dispute with Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC, and Chisos Equity Consultants, LLC was fully resolved through a Mediated Settlement Agreement on October 30, 2025.
• As part of the settlement, Greenway will issue 2,000,000 restricted shares to Ric Halden by November 6, 2025 (valued at $80,000).
• Greenway will pay $50,000 to plaintiffs by March 1, 2026.
• Greenway will pay $900,000 in 12 monthly installments starting August 1, 2026.
• Payment obligations are secured by an Agreed Judgment of $1,250,000, held in trust, to be filed only upon a non-cured default.
• The lawsuit will be dismissed, and all claims released, including the withdrawal of a $335,234 summary judgment granted to Tunstall Canyon.
• Randy Moseley relinquished claims against the company, which had a liability of $714,663 as of September 30, 2025.
• The net financial impact of this settlement is estimated to be a positive $649,636 for the company.

Related Party Transactions

• Accounts payable and accrued expenses related party increased to $5,314,438 at September 30, 2025, from $5,232,823 at December 31, 2024.
• Notes payable related parties remained at $2,805,774 at September 30, 2025, with no activity in the nine months ended September 30, 2025. These notes are from various members of management and the Board of Directors and are all in default.
• Interest expense on Notes Payable-Related Parties was $124,822 for the nine months ended September 30, 2025.
• Raymond Wright (President, Chairman) had an accrued salary of $1,590,938 at September 30, 2025.
• Ransom Jones (CFO, Director) had an accrued salary of $854,667 at September 30, 2025.
• The convertible note payable, held by Tunstall Canyon Group, LLC (believed to be majority-owned by former founder Ric Halden), is in default.
• Related party advances in 2024 included $7,116 received, $35,930 converted to 2,395,334 shares of common stock, and $2,386 repaid in cash. No advances from related parties in the nine months ended September 30, 2025.
• The recent legal settlement involves Ric Halden and Randy Moseley (founders and former officers/directors), and Tunstall Canyon Group, LLC (related to Ric Halden).

Stakeholder Impact

• Shareholders: Face significant dilution risk from potential future equity raises and past issuances (23,523,333 shares for $796,000 in 9M 2025). The going concern doubt poses a fundamental risk to investment value. The stock price is likely to be negatively impacted by the poor financial results and control weaknesses.
• Employees: The company has only three employees, two of whom have employment agreements with significant accrued salaries ($1,590,938 for Raymond Wright, $854,667 for Ransom Jones), indicating potential payment uncertainty given the company's liquidity issues.
• Creditors: Multiple notes payable and a convertible note payable are in default, indicating high risk for creditors. The legal settlement involves future payments and a secured judgment, which may prioritize certain creditors.
• Customers: Customer deposits of $1,710,000 are held, which are non-refundable if definitive agreements are not reached, posing a risk to customers if the company fails to deliver or secure agreements.
• Management/Board: The Board and management are directly implicated in the internal control weaknesses and the ongoing financial struggles, including being recipients of related-party loans and accrued salaries.

Next Steps

• Management plans to execute business operations more fully during the year ended December 31, 2025.
• Management plans to explore and execute prospective strategic and partnership opportunities.
• Management intends to raise additional funds through public or private offerings to fund ongoing operations.
• The company plans to increase accounting and financial reporting staff and provide training to remediate internal control deficiencies, as capital becomes available.
• Greenway is obligated to issue 2,000,000 restricted shares to Ric Halden by November 6, 2025, as part of the legal settlement.
• Greenway is obligated to make a $50,000 payment to plaintiffs by March 1, 2026, as part of the legal settlement.
• Greenway is obligated to pay $900,000 in twelve monthly installments starting August 1, 2026, as part of the legal settlement.

Key Dates

Recommendation

The company is in severe financial distress, evidenced by a substantial net loss, increased cash burn, critically low cash reserves, and an explicit "going concern" warning from both management and its independent auditor. All major debt instruments are in default, indicating a high risk of insolvency. Furthermore, the company's internal controls over financial reporting and disclosure controls are deemed ineffective, highlighting significant operational and governance deficiencies that could lead to further financial misstatements. While a legal settlement offers some relief and R&D shows long-term potential, these are heavily outweighed by the immediate and fundamental financial instability, lack of revenue, and reliance on uncertain future capital raises. The stock carries an extremely high risk of significant value impairment or complete loss.

Keywords

Gas-to-Liquids (GTL), Syngas Conversion, G-Reformer, Renewable Fuels, Diesel Fuel, Jet Fuel, High-Value Chemicals, Natural Gas Technology, Energy Technology, SEC Filing, 10-Q, Going Concern, Financial Reporting, Internal Controls, Litigation Settlement, Research and Development