March 5, 2019
Via E-Mail
Carl Ranno, Esq.
carlranno@cox.net
Re: Greenway Technologies, Inc.
PRE 14A filed on February 22, 2019
File No. 0-55030
Dear Mr. Ranno:
The Office of Mergers and Acquisitions has reviewed the filing listed
above. Our
comments follow. All defined terms have the same meaning as in the proxy
statement.
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 February 22, 2019
General
1. Revise to mark the proxy statement and form of proxy as
"preliminary." See
Exchange Act Rule 14a-6(e)(1).
2. We direct your attention to Exchange Act Rule 14a-16(a)(1) and (2),
which requires
the Company to send shareholders the Notice of Internet Availability
of Proxy
Materials at least 40 calendar days or more before the security
holder meeting date,
unless the Company opts to use the "full set" delivery option
available pursuant to
Exchange Act Rule 14a-16(n). The current disclosure in your proxy
statement
indicates that Greenway does not intend to use the "full set"
delivery option;
however, the date for the annual meeting is less than 40 days away.
Please revise or
advise as to how the Company intends to satisfy its obligations under
Exchange Act
Carl Ranno, Esq.
March 5, 2019
Page 2
Rule 14a-16(e)(1).
3. Please generally revise the proxy statement to better explain the
interplay between
this annual meeting being called by Greenway Technologies and the
special meeting
being called by the Shareholders Committee. For example, if the
Committee is
successful in electing its nominees, what would be the impact on your
solicitation? If
the Company is successful in changing the bylaws to increase the
percentage of share
ownership required to call a special meeting, what would be the
effect on the
dissident solicitation?
4. See our last comment above. Through this proxy statement, you are
soliciting proxies
for the annual meeting you have called, whereas the dissident
Committee is soliciting
proxies for use at a separate special meeting. Thus, it isn't clear
how you are making
recommendations as to how shareholders should vote on the Committee's
proxy card
in this proxy statement. As you know, you haven't filed a proxy
statement soliciting
against the Committee with respect to the special meeting, and a
proxy for your
annual meeting cannot be used at any special meeting convened by the
Committee.
Please revise to make clear that shareholders who grant you a proxy
are authorizing
you to vote only at the annual meeting being called by Greenway
Technologies. If
you wish to separately solicit against the matters to be considered
at the special
meeting, you must do so via a separate card and proxy statement.
Questions and Answers Section
5. See our comments above. To avoid shareholder confusion, consider
including a new
section here noting that you are soliciting proxies for an annual
meeting called by
Greenway Technologies while a dissident group is at the same time
soliciting proxies
for a special meeting where it is attempting to replace the Board of
Directors.
What is the Voting Requirement to Approve Each of the Proposals?
6. Briefly explain here what majority voting means in the contest of an
election of
directors. For example, describe what will happen if any of your
director candidates
receives less than a majority of the votes cast but the election is
uncontested. (You
include this information later in the proxy statement).
Directors
7. Refer to Item 401(e)(1) and (2) of Regulation S-K and Item 7 of
Regulation 14A.
Please expand the background information for each director candidate
to ensure that
for each, a full five years of background business experience is
described meeting the
requirements of this Item. If your existing directors are not being
compensated by
Greenway but have other jobs, this experience must be summarized for
the period
Carl Ranno, Esq.
March 5, 2019
Page 3
required.
Transactions with Related Persons
8. Revise the disclosure here to more thoroughly and clearly describe
the related party
transactions with insiders of the Company, including explaining what
is meant by
holding the direct collateral interest in the various loans
described. In your expanded
disclosure, more fully summarize the terms of the loans and the
collateral securing the
loans, including the rights Mr. Kevin Jones would enjoy if Greenway
defaulted and
the specific assets to which he would be entitled upon default. If
Greenway
shareholder approval could be required for the sale of assets upon
default and
foreclosure, please describe.
Executive and Equity Compensation Plan Information
9. Furnish the disclosure required by Item 402 of Regulation S-K. See
Item 8 of
Schedule 14A. Include any wages or other benefits which are being
accrued but not
paid due to the financial circumstances of the Company.
Proposal 2 Amendment of Articles of Incorporation
10. Revise to provide all of the disclosure required by Item 11 of
Schedule 14A,
including more detail about the reasons for the authorization of the
additional shares
and the effect upon existing shareholders. See Item 11(d) of
Schedule 14A. Your
current disclosure states that "the Company is of the opinion that
the additional shares
are needed" but in the preceding sentence, there is a reference to
the availability of
shares "available to offer certain investors." Please revise to
explain more fully.
11. Provide the information required by Item 11(e)(referencing Item
13(a) of Schedule
14A).
Proposal No. 3 Amendment of the Bylaws
12. Expand this section to describe the effect of the proposed bylaw
amendment, both on
the Company generally and on the existing dissident solicitation
which as you know
is seeking to call a special meeting. Your revised disclosure should
describe the
reasons for attempting to take this action, including the reasons
for the timing.
Opposition to Special Meeting
13. See our comments above. This section is confusing because you have
not filed a
proxy statement nor are you seeking proxies allowing you to vote
shares at the special
Carl Ranno, Esq.
March 5, 2019
Page 4
meeting the dissidents are seeking to call. Please revise.
14. The following statement raises concerns under Rule 14a-9: "Mr.
Halden had been
separated from the predecessor company (UMED) because of undisclosed
felonies
Carl Ranno, Esq.
March 5, 2019
Page 5
and other activities contrary to the best interests of the Company."
Provide support
for this statement or delete it.
15. Beginning with the section entitled "Failure to Make Required
Disclosures," revise to
make clear that these are your opinions regarding purported
deficiencies in the
dissident's proxy statement, and revise to be specific about what
information is
missing or misleading, in your view. Without specific support, these
assertions may
be misleading and may need to be delated, especially since they
relate to a solicitation
for a meeting other than this annual meeting.
Given the nature of the comments above, advise us in your response
letter how and when
you will distribute revised proxy materials to any shareholders previously
solicited. 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