November 26, 2018
Via E-Mail
Norman Reynolds
Norman T. Reynolds Law Firm, P.C.
P.O. Box 246
186 Henkel Circle
Round Top, Texas 78954
Re: Greenway Technologies, Inc.
DFRN14A filed November 20, 2018
Filed by Greenway Technologies, Inc. Shareholder Committee
File No. 0-55030
Dear Mr. Reynolds:
The Office of Mergers and Acquisitions has reviewed the filings listed
above. Our
comments follow. All defined terms have the same meaning as in the proxy
statement listed
above.
Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.
Proxy Statement filed on November 26, 2018
General
1. Exchange Act Rule 14a-9 prohibits statements that directly or
indirectly impugn the
character, integrity or personal reputation of others or that make
charges concerning
improper or illegal conduct or associations without proper factual
foundation. See
Note b to Exchange Act Rule 14a-9. In addition, all statements of
opinions or belief
in the proxy statement must be presented as such, rather than as
statements of fact.
Please revise your proxy statement throughout to avoid presenting as
opinions as facts
Norman Reynolds, Esq.
November 26, 2018
Page 2
and including statements that impugn character without appropriate
supporting
foundation. Some statements which need to be reexamined in the revised
proxy
statement include the following as examples only:
Reference to an "illegal security agreement" to which Kevin
Jones is party;
Accusations stated as facts that Kevin Jones has violated
his fiduciary duties
and engaged in self-dealing;
Allegations that "it was well known that if the loan was not
repaid, Kevin
ones and his wife...would own all of the technology of
Greenway
Technologies;"
Assertions that the present board has "sabotaged several
other funding
opportunities."
2. Your revised proxy statement contains a statement that "certain
members of the
Greenway Technologies Shareholder Committee have prospects who want to
purchase Greenway Technologies' GTL technology but not with the
present board in
control." Making assertions about future revenues may be misleading
without
adequate foundation to allow shareholders to assess those assertions.
Please provide
more detail or rephrase or delete.
Broker Non-Votes
3. Supplementally provide support for the following statement in your
revised proxy
statement, with appropriate citation to state or other applicable law
or regulation: "As
long as there is at least one routine matter to be voted on at the
meeting, proxies
reflecting broker non-votes will be counted toward a quorum."
4. You disclose in this section that "[a]ny other proposal [besides
Proposal 2] which
comes before the 2019 Special Meeting may be discretionary item,
depending on its
nature." Since you know the nature of the matters involved in the
other proposals
presented, revise.
5. We continue to have concerns about the disclosure regarding
discretionary voting
authority. In general, your new disclosure in this section about a
broker's ability to
exercise discretion and the effect of broker non-votes on the
proposals presented is
confusing. It is unclear whether you are trying to state that because
the ratification of
accountants is a routine matter, that this impacts brokers' ability to
exercise
discretionary voting. Generally (but we understand this is a Texas
corporation), it is
our understanding that if there is a contested matter, brokers may not
exercise
discretion on any matter to be voted upon at a meeting. Please revise
to simplify and
clarify.
Norman Reynolds, Esq.
November 26, 2018
Page 3
Proposal 1
6. Clarify what will happen if John Olynick refuses to chair the Special
Meeting and
Proposal 1 fails.
Proposal 2
7. As to the new nominee you have added to the proxy statement as a
candidate for
director, provide support for the assertions regarding his sales and
other achievements
listed in his biography section. Support may include materials
provided
supplementally to the staff if this information is not publicly
available, but its source
should be cited or described in the proxy statement. These include
statements such as
the following:
"While with FMW Media Works Corp., Mr. Becker has generated
over one
million dollars in sales in one month for the first time
January 2018;
"over three million dollars in one month for the first time
July 2018;"
"a 25% reduction in overhead through streamlining and
negotiations with
vendors...";
"improved scalability of the company through the development
of training and
marketing tools;"
"increased sales force through strategic alliance and
creation of independent
sales force."
8. Clarify what you mean by stating that all of your nominees are
"independent" [your
quotes]. That is, explain how you define that term for these
purposes.
Proposal 3
9. Clarify whether the shareholders who are members of the Committee
will have a vote
on this Proposal to reimburse themselves for expenses incurred in
this solicitation. In
addition, clarify whether the vote will be binding even if a new
board is elected.
10. State the amount of the expenses (or provide a range) for which you
are seeking
reimbursement and why you are seeking to vote on this now if you
don't know the
amount of those expenses at this time.
Norman Reynolds, Esq.
November 26, 2018
Page 4
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551-3263.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special Counsel
Office of Mergers and
Acquisitions