Executive Summary / Key Takeaways

• Greenway Technologies is a development-stage company focused on commercializing its proprietary Gas-to-Liquids (GTL) technology, centered around the unique G-Reformer™ unit, which aims to convert various natural gas streams into high-value fuels and chemicals.
• The technology, based on Fractional Thermal Oxidation (FTO) and protected by multiple patents, is designed for small-scale, modular, and mobile deployment, offering potential advantages over traditional large-scale GTL methods, particularly for processing associated, flared, or stranded gas.
• Financially, the company is in a precarious state, reporting no revenue and a net loss of $683,641 for Q1 2025, an increase from the prior year, driven by rising R&D and operational expenses.
• GWTI faces significant liquidity challenges, with minimal cash ($169,832 as of March 31, 2025) against substantial liabilities ($13.44M), an accumulated deficit ($40.06M), and a working capital deficit ($13.21M), raising substantial doubt about its ability to continue as a going concern.
• The company is dependent on external financing, has multiple notes payable in default (including a secured loan), is involved in ongoing legal disputes with former founders, and has identified material weaknesses in its internal financial controls, presenting considerable risks to investors.

The Promise of Small-Scale GTL: Greenway's Vision

Greenway Technologies, Inc. ($GWTI) is charting a course in the complex energy landscape with a focus on transforming natural gas streams into valuable liquid products and hydrogen. Through its subsidiary, Greenway Innovative Energy, Inc., the company is dedicated to the research, development, and eventual commercialization of a proprietary Gas-to-Liquids (GTL) syngas conversion system. This isn't the mega-project GTL seen in global energy giants; Greenway's vision is centered on flexibility and scalability, aiming to deploy micro-plants capable of meeting the specific needs of individual gas field resources.

The company's journey began with roots in other ventures, evolving through name changes and strategic shifts from Dynalyst Manufacturing Corporation to UMED Holdings, Inc., before acquiring Greenway Innovative Energy, Inc. in 2012. This acquisition marked the pivotal turn towards GTL technology, leveraging patents and trade secrets that form the foundation of its current business. The subsequent years have been dedicated to developing and proving this technology, culminating in the creation of the commercial-scale G-Reformer™ unit.

In the broader energy sector, GTL technology offers a pathway to convert natural gas, a cleaner-burning fossil fuel, into high-quality liquid products typically derived from crude oil, such as diesel, jet fuel, and chemicals. This process involves converting natural gas into Synthesis Gas (Syngas) and then processing the Syngas through a Fischer-Tropsch (FT) reaction. While FT is a common industrial process, the initial gas reformation step has historically been a hurdle for smaller-scale applications using traditional methods like Steam Methane Reformation.

The G-Reformer Advantage: Technology at the Core

At the heart of Greenway's strategy lies its proprietary and patented G-Reformer™ unit. This critical component utilizes a breakthrough process called Fractional Thermal Oxidation (FTO) to convert natural gas into Syngas. The company holds multiple U.S. patents (8.57M B1, 8.80M B2, 10.63M B1) covering aspects of its GTL technology and has pending applications domestically and internationally, complementing its existing portfolio.

Greenway believes its G-Reformer, when combined with conventional FT processes, offers significant advantages over legacy GTL technologies. The core differentiators highlighted by the company include:

• Scalability and Portability: Unlike large, fixed legacy plants, Greenway's system is designed for modular, small-scale units that are transportable and mobile. This allows for deployment directly at gas field sites.
• Flexibility: The technology can process a variety of natural gas streams, including pipeline gas, associated gas, flared gas, vented gas, and coal-bed methane.
• Environmental Benefits: By enabling the processing of associated, flared, or vented gas at the source, the technology offers the potential to eliminate flaring, contributing to environmental compliance and resource conservation.
• Cost Efficiency: The smaller footprint and modular design are expected to result in substantially lower up-front and ongoing costs compared to large-scale technologies.
• High-Value Outputs: Beyond fuels, recent research and development, including collaboration with the University of Texas at Arlington (UTA) under a sponsored research agreement and exclusive patent licensing agreement, have demonstrated the technology's ability to extract high-value chemicals and alcohols (such as n-Hexane, n-Heptane, n-Octane, n-Decane, n-Dodecane, n-Tridecane, ethanol, and methanol). The company notes worldwide industrial demand for these high-purity chemicals, suggesting they could significantly improve the economic return on investment (ROI) for GTL plants based on their technology. Producing these chemicals in the USA is also seen as reducing dependency on foreign production.

While specific, quantifiable performance metrics like percentage improvements in energy yield or cost per watt equivalent compared to direct competitors are not detailed, the company's narrative emphasizes the nature of these benefits: smaller footprint, lower cost, portability, and the ability to utilize diverse gas streams, which are critical for its target market of distributed, field-based applications. The purchase of a G-Reformer unit in Q1 2025, funded by increased liquidity from stock sales, underscores the ongoing investment in developing and demonstrating this core technology.

A Development Stage Reality: Financial Performance and Liquidity

Despite the technological promise, Greenway Technologies remains firmly in the development stage, with no revenues reported for the three months ended March 31, 2025, or the same period in 2024. The company's financial statements reflect the costs associated with pursuing its GTL ambitions.

For the first quarter of 2025, the consolidated net loss increased significantly to $683,641, up 91.46% from $357,071 in Q1 2024. This wider loss was primarily driven by increased operating expenses. Research and development expenses saw a substantial increase, rising from $0 in Q1 2024 to $142,793 in Q1 2025. This increase was attributed to an expanded relationship with UTA and the purchase of a G-Reformer unit for $50,000, enabled by improved liquidity. General and administrative expenses also rose, contributing to the overall increase in operating costs, including higher legal expenses ($87,242), consulting fees ($28,640), travel ($10,436), and commission expense ($9,000).

The company's liquidity position remains a critical challenge. As of March 31, 2025, Greenway had cash of only $169,832. Total assets stood at $221,456, dwarfed by total liabilities of $13.44 million. This resulted in a working capital deficit of $13.21 million and a significant accumulated deficit of $40.06 million. Net cash used in operating activities increased sharply to $326,307 in Q1 2025 from a minimal $1,782 in Q1 2024, reflecting the increased net loss and changes in working capital.

The company's ability to fund operations has been heavily reliant on financing activities. In Q1 2025, Greenway raised $476,000 through the issuance of common stock for cash. This influx of capital contributed to the increase in cash and prepaids, but it also highlights the dependence on dilutive financing. The increase in liabilities, particularly accounts payable and accrued expenses (both general and related parties), indicates that accrued contractual expenses are growing faster than the company's ability to pay them down with available liquidity.

Navigating a Challenging Competitive and Financial Landscape

The GTL market, while offering potential, is characterized by a dual competitive structure. On one end are the global energy behemoths like Shell (SHEL), Chevron (CVX), PetroSA, Sasol (SSL), and ExxonMobil (XOM), which operate massive, refinery-scale GTL plants, primarily overseas. Greenway explicitly states its technology is not designed to compete with these large operators but rather to serve the distributed, field-specific market.

In the small-scale GTL segment, a 2019 report by the Global Gas Flaring Reduction Partnership (GGFRP) identified a few technologies available for flared gas monetization in the U.S., including offerings from Greyrock, EFT, Primus GE, and GasTechno. Greenway was not listed as "proven" in this report at the time, lacking third-party certification, but was mentioned in the context of a major investor acquiring a plant for commercial demonstration of Greenway's G-Reformer. This indicates that while the small-scale market exists, Greenway faces established, albeit smaller, competitors.

Greenway's competitive positioning hinges on its claimed technological advantages – the modularity, portability, flexibility in gas inputs, and potential cost efficiencies of its G-Reformer/FTO system. These attributes are designed to address the specific needs of remote or associated gas sites where large-scale GTL is impractical. However, the competitive analysis suggests that while Greenway may offer niche efficiencies (e.g., potential lower operating costs in specific applications), larger competitors like Air Products and Chemicals (APD) and Linde plc (LIN) possess significant advantages in scale, market penetration, financial strength, and often faster processing speeds through automation, as noted in competitive analysis. Honeywell (HON) offers advanced digital integration, and ExxonMobil benefits from vast resources and integrated operations. Indirect competitors in the hydrogen space, like Plug Power (PLUG) and Bloom Energy (BE), also present alternative solutions that could impact market share, particularly in environmentally focused segments.

Greenway's smaller scale is a significant competitive disadvantage, potentially leading to higher per-unit costs compared to larger players. Furthermore, the company's financial vulnerabilities and slower market share capture compared to larger, more established competitors pose substantial challenges.

Risks Loom Large: Going Concern, Defaults, and Legal Battles

The most pressing risk for Greenway Technologies is its ability to continue as a going concern. The recurring net losses, accumulated deficit, and insufficient cash flows raise substantial doubt about its survival beyond the next twelve months without securing significant additional financing or achieving profitable operations, neither of which is assured.

Adding to the financial strain, the company has multiple notes payable and related party notes payable that are currently in default as of March 31, 2025. This includes a Loan Agreement with Mabert, LLC as Agent, which is secured by all of the company's assets. A default under this agreement could potentially lead to foreclosure or bankruptcy proceedings, severely jeopardizing the company's future. The total amount of accounts payable and accrued expenses, including related parties, stood at $9.5 million at March 31, 2025, reflecting a substantial burden of outstanding obligations.

Greenway is also entangled in ongoing legal proceedings. Notably, former founders and related entities have filed a demand for payments under various agreements, resulting in accrued liabilities of $1.65 million. The trial date for this case has been reset multiple times and is currently scheduled for September 15, 2025, adding uncertainty and potential financial liability.

Furthermore, management has identified material weaknesses in the company's internal controls over financial reporting and disclosure controls and procedures as of March 31, 2025. These weaknesses include inadequate segregation of duties in cash disbursements, a lack of independent review in the financial reporting process due to limited staff, and an insufficient number of independent directors leading to a non-functioning audit committee. While management believes these weaknesses did not materially affect the financial results for the period, they highlight significant governance and operational risks that could impact the reliability of financial reporting and overall oversight. Management plans to address these issues by increasing accounting staff and investing in training as capital becomes available, underscoring the dependence on future funding for even basic operational improvements.

Finally, the economic viability of GTL conversion is inherently linked to the arbitrage between oil and natural gas prices. Fluctuations in these commodity markets, as highlighted by the impact of events like the COVID-19 pandemic on oil prices, can significantly affect the profitability of GTL operations.

Outlook: A Path Dependent on Capital and Execution

Greenway Technologies' outlook is heavily dependent on its ability to execute its strategic plans and secure the necessary capital. Management intends to pursue public or private offerings to raise additional funds, which are critical to funding ongoing operations and implementing the business plan aimed at generating revenues. The strategic focus remains on executing business operations more fully in 2025 and exploring prospective strategic and partnership opportunities.

The successful commercialization of the G-Reformer technology and the ability to translate its claimed advantages into market adoption are paramount. This involves moving beyond the development stage to build and deploy operational units that can generate revenue, whether directly or through licensing. The potential to produce high-value chemicals offers a potentially faster route to positive ROI compared to solely focusing on fuels, which could be a key factor in the company's path to profitability.

However, the significant financial distress, including the going concern warning, debt defaults, and legal liabilities, present formidable obstacles. The material weaknesses in internal controls also add a layer of execution risk. The company's ability to overcome these challenges will hinge on its success in attracting investment on favorable terms and effectively managing its limited resources while advancing its technology towards commercial deployment.

Conclusion

Greenway Technologies possesses a potentially innovative Gas-to-Liquids technology centered around its G-Reformer unit, designed to address niche opportunities in distributed natural gas processing. The technology's modularity, flexibility, and potential to produce high-value chemicals offer a compelling strategic vision that differentiates it from large-scale GTL players and positions it within the smaller-scale market.

However, the company's current financial state presents a stark reality. With no revenue, increasing losses, minimal cash reserves, substantial debt in default, and significant liabilities, Greenway faces an existential challenge. The going concern warning is a clear signal of the precarious situation, compounded by ongoing legal disputes and identified weaknesses in internal controls.

For investors, the story of Greenway Technologies is one of high potential reward tied to equally high risk. The investment thesis rests on the successful commercialization of its technology and its ability to secure the substantial funding required to bridge the gap from development to revenue generation. The path forward is steep and uncertain, dependent on overcoming significant financial, operational, and legal hurdles while navigating a competitive landscape. The ability to raise capital and execute its strategic plan in the face of these challenges will ultimately determine whether Greenway can translate its technological innovation into sustainable commercial success.