GWTI 10-K & 10-Q changes, risk factors and insider trading

Our business is led by our Chairman of the Board of Directors, Raymond Wright, Acting President, Doug Cogan, Chief Executive Officer, Robert Kevin Jones, Executive Vice President - Sales and our Chief Financial Officer, Ransom Jones, all of whom are also members of our board of directors (our “Board of Directors”). We use outside consultants to support and perform the majority of the engineering and production work on our GTL technology. From time-to-time, we have also engaged consultants to provide financial reporting and governance support.

In order to safeguard against this possibility, on December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with theThe University of Texas at Arlington (UTA) for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreementagreements with UTA.

Due to the fact that the Company did not timely file its Form 10-K for the fiscal year ended December 31, 2023 and its Form 10-Q for the quarterly period ended March 31, 2024, it was removed from the OTCQB marketplace, operated by the OTC Markets Group, Inc. (the “OTCMG” and placed on OTCMG “Pink Market,”which limits the ability of broker-dealers to sell our securities and the ability of Shareholders to easily sell their securities in the secondary market. All of the Company’s filings with the SEC are now current.current and the stock is now trading on its historical marketplace, the OTCQB.

Since 2020, the Company has received several U.S. Patents (the ‘594 Patent, ‘104 Patent, ‘827 Patent, and ‘473 Patent) pertaining to syngas generation for gas-to-liquid fuel conversion. In addition, the Company has several other pending patent applications, applications, both domestic and international, related to various components and processes involving our proprietary GTL methods, which when granted, will further complement our existing portfolio of issued patents and pending patent applications.

On December 8, 2020, the Company announced an exclusive worldwide patent licensing agreement with the UniversityUTA of Texas at Arlington (UTA) for all patent applications currently filed with the Patent and Trademark Office relating to GWTI’s natural gas reforming technologies developed under its sponsored research agreement with UTA. During 2024,2025, the Company paid UTA $50,000$196,587 under anSRAs and $250,000 under a Patent & Technology License Agreement. Additionally, at December 31, 2025, the Company had a liability to UTA under its SRA for the period from July 1, 20242025 through– June 30, 2025.2026 in the amount of $216,212.

In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“BLM”) land in Mohave County, Arizona for 5,066,000 shares of restricted Common A stock. Early indications, from samples taken and processed, provided reason to believe that the potential recovery value of the metals located on the 1,440 acres is significant, but only actual mining and processing will determine the ultimate value which may be realized from this property holding. The Company is currently exploringexplored strategic options to partner or sell its interest in this acreage, while it focusesfocused on its emerging GTL technology sales and marketing efforts. However, the Company decided to focus only on its core technologies and the mining interests were forfeited on August 31, 2025 for failure to timely pay Mining Claim Maintenance Fees.

2 – Our net cash used in operations increased by $141,560 in 20242025 compared to 2023.2024 The change wasincreased primarily due to aincreases decrease of $67,167 ofin net loss of $444,166, prepaids and decreasesother of $45,679, accounts payable and accrued expenses of $161,015$1,206,485, customer deposits of $10,000 and liabilities for legal settlement of $731,183. These were offset by a decrease in accounts payable and accrued expenses – related parties of $44,653.$443,923.

3 – The increase in working capital deficit ofincreased $997,138in from2025 2023compared to 2024 primarily relatesdue to increases in cash and prepaids and other of $26,502, accounts payable and accrued expenses of $344,098, increased$35,066, accounts payable and accrued expenses – related parties of $683,359$281,437, customer deposits of $10,000 and legal settlement liability of $950,000, These were offset by an increasedecreases in notes payable of cash$5,000 and convertible note payable – net of $19,007 and a decrease in advances – related parties of $31,200.$166,666..

4 – The increase in Stockholders’stockholders’ deficit fromin 20232025 compared to 2024 resultsresulted from the net effect of 2024an increase net loss of $1,513,568 $1,917,743 offset by issuances of common stock of $536,430, which decreased the stockholders’ deficit.$879,400.

Total operating expenses decreasedincreased by $17,818$2,799,077 from $960,692 in 2023 to $894,305 in 2024.2024 to $3,693,382 in 2025.

2 – The increase of $50,000 was related havinggenerating an increase in liquidity from sales of Common Stock,Stock of $696,000 and collection of non-refundable deposits in the amount of $1,700,000, which allowed forthe Company to bring payments under its patent Patent & Licensing Agreement with UTA current and additional spending on R&D.D to provide impetus to commercialize our technology.

Our consolidated net loss decreasedincreased by $67,167$444,166 from $1,513,568 in 2024 compared to $1,513,568$1,957,734 ($0.00)in -2025. Th basic and diluted earnings share for the year ended December 31, 2025, as compared to December 31, 2024 were the same $.00 per share The weighted-average number of shares of Common Stock used in the earnings per share for the basic and dilutive computation was 444,862,026 for the year ended December 31, 2025, and 413,126,039 for the year ended December 31, 2024, as compared to a net loss of $1,580,735 ($0.00), for the same period ended in 2023.2024.

2 – ThePrepaids prepaidand ofother $112assets atincreased Decemberin 31,2025 from 2024 representeddue to an increase of prepaid legal fees.fees of $45,791.

3 - See discussion regarding cash resources in #1 and #2 above.

4 – Accounts payable and accrued expenses and accounts payable and accrued expenses - related party in 2025 compared to 2024 increased due to the fact that amounts accrued were greater than amounts paid in satisfaction of the liabilities.

69 – See discussions innotes #4 and- #58 above.

Our net cash used in operations in 20242025 was greater than 2023.2024. The increase was primarily due to an decrease of $67,167increases of net loss of $444,166, stock issued in a legal settlement of $83,400, stock issued for prepaid legal fees of $100,000, in accounts payable and accrued expense of $1,206,485, customer deposits of $10,000 and decreases in prepaids and other assets of $45,769, accounts payable and accrued expenses of $161,015 and accounts payable and accrued expenses – related parties of $44,653.$443,923 and liabilities for legal settlement – net of $732,183.

Our accompanying consolidated financial statements have been prepared on a going concerngoing-concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. Our general business strategy is to first develop our GTL technology to maintain our basic viability, while seeking significant development capital for full commercialization.

In August 2012, we entered into an employment agreement with Raymond Wright, for the position of president of GIE, for a term of five years, with compensation of $90,000 per year. In September 2014, Mr. Wright’s employment agreement was amended to increase his annual pay to $180,000. By its terms, Mr. Wright’s employment agreement automatically renewed on August 12, 2020, 2021, 2022 20232023,2024 and 2024.,2025, for successive one-year periods. During the twelve-month periods ended December 31, 20242025 and 2023,2024, we paid and/or accrued a total of $180,000 under the terms of the agreement. As of December 31, 2025 and December 31, 2024, total accrued salary was $1,599,738$1,635,938 and $1,501,038,$1,599,738, respectively, and is presented as part of Accounts payable and accrued expenses -related party. Mr. Wright is also the Chairman of our Board of Directors. Directors and Interim President of the Company.

Effective May 10, 2018, we entered into an employment agreement with Ransom Jones, Chief Financial Officer, Secretary and Treasurer and a member of the board of directors. Mr. Jones earns a base salary of $120,000 per year. During each year that Mr. Jones’ agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year, such amount having been accrued for the period ended December 31, 2024.2025. Mr. Jones received a grant of common stock (the “Stock Grant”) at the start of his employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans exist. The foregoing summary of Mr. Jones’s employment agreement is qualified in its entirety by reference to the actual true and correct Employment Agreement by and between Mr. Jones and our Company, dated May 10, 2018, a copy of which is filed as Exhibit 10.40 to this Form 10-K and incorporated by reference herein. By Duringits theterms, 12-monthMr. periodsJones’ endedemployment Decemberagreement 31,automatically renewed on May 10,2019, 2020, 2021, 2022, 2023, 2024 and 2023,2025, wefor successive paidone-year an/or accrued a total of $155,000 under the terms of the agreement.periods. As of December 31, 20242025 and 2023,December the31, 2024, respectively, total accrued salary was $889,167 and $792,667, $1,599,738, respectively, and is presented as part of Accounts payable and accrued expenses –- related parties.party.

The balanceFor ofthe Advancesyear – related parties atended December 31, 20232025, there was $31,200.no related-party financing. For the year ended December 31, 2024, there was $7,116 of of related- party financing, which was reflected as Proceeds from advances – related parties. During 2024, $38,316 was repaid resulting resulting in a balance of -0- at December 31, 2024. $35,930 was satisfied by issuance of Common Stock and $2,386 was repaid by cash payments.

For the year ended December 31, 2025, there were no shares issued to related-parties. On various dates throughout the year ended December 31, 2024, the Company issued 4,415,334 shares of Rule 144 restricted Common Stock, par value $.0001 per share to related parties in settlement of liability – related parties in the amount of $77,930 ($.01 - $.01/share).

While we are subject to general inflationary trends, including costs for basic manufacturing production materials, our management believes that inflation in and of itself does not have a material effect on our operating results. However, inflation may become a factor in the future. The economics of GTL conversion rely in part on the arbitrage between oil and natural gas prices, with economic models for many producers, including our own models, using a range of $30-60/bbl (for WTI or Brent Crude as listed daily on the Nymex and ICE commodities exchanges) to determine relative profitability of their GTL operations.

The Company incurred research and development expenses of $50,000$1,205,335 and $-0-$50,000 - for the years ended December 31, 20242025 and 2023, 2024, respectively.

The following discussion and analysis of our results of operations and financial condition for the periods ending MarchJune 31,30, 2026 and 2025 should be read in conjunction with our Financial Statements and the notes to those Financial Statements that are included elsewhere in this Form 10-Q and were prepared assuming that we will continue as a going concern. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and elsewhere in this Form 10-Q. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

We are engaged in the research and development of proprietary gas-to-liquids (“GTL”) synthesis gas (“Syngas”) conversion systems and micro-plants that can be scaled to meet specific gas field production requirements. Our patented and proprietary technologies have been realized in our first commercial G-ReformerTM unit (“G-Reformer”), a unique component used to convert natural gas into Syngas, which when combined with a Fischer-Tropsch (“FT”) reactor and catalyst, produces fuels including gasoline, diesel, jet fuel, methanol,methanol nsand high-value chemicals. WeG-Reformer are also actively involved in producing G-Reformers to produce hydrogen. G-Reformer units can be deployed to process a variety of natural gas streams including pipeline gas, associated gas, flared gas, vented gas, coal-bed methane and/or biomass gas. When derived from any of these natural gas sources, the liquid fuels created are incrementally cleaner than conventionally produced oil-based fuels. Our Company’s objective is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near -term focus on U.S. market opportunities. Our G-]Reformer also has the capability to convert natural gas into hydrogen. For more information about our Company, please visit our website located at https://gwtechinc.com/.

On In August 2012, we acquired 100% of GIE, pursuant to that certain Purchase Agreement, by and between us and GIE, dated August 29, 2012, and filed as Exhibit 10.5 to this Form 10-K,10.5, and incorporated by reference herein (the “GIE Acquisition Agreement”). GIE owns patents and trade secrets for a proprietary technology to convert natural gas into Syngas. Based on a new, breakthrough process called Fractional Thermal Oxidation™ (“FTO”), we believe that the G-Reformer, combined with conventional FT processes, offers an economical and scalable method to converting natural gas to liquid fuels, high-value chemicals, methanol and hydrogen.fuel. On February 15, 2013, GIE filed for its first patent on this GTL technology, resulting in the issue of U.S. Patent 8,574,501 B1 on November 5, 2013. On November 4, 2013, GIE filed for a second patent covering other unique aspects of the design and was issued U.S. Patent 8,795,597 B2 on August 5, 2014. The Company has several other pending patent applications, both domestic and international, related to various components and processes relating to our proprietary GTL methods, complementing our existing portfolio of issued patents and pending patent applications.

On March 6, 2018, we announced the completion of our first commercial scale G-Reformer, a critical component in what we call the Greer-Wright GTL system. The G-Reformer is the critical component of the Company’s innovative GTL system. A team consisting of individuals from our Company, UTA and our Company’s contracted G-Reformer manufacturer,manufacturer worked together to test and calibrate the newly built G-Reformer unit. The testing substantiated the units’ Syngas generation capability and demonstrated additional proficiencies within certain proprietary prior prescribed testing metrics.

Products created by the GTL process include High Cetane Diesel, Naphtha, Technical Grade Water, and high value, high purity chemicals. The chemicals which would be produced in the GTL plant would be vital to many industries including pharmaceutical, cosmetics, fragrances, adhesives, and others. The vast majority of these chemicals are produced in China. Such dependenciesdependency makemakes America captive to shortfalls whether they are manufacturing related or intentional. By making these chemicals in the USA, we reduce that dependency and keep the product, the jobs, and the profits in America.

As of the filing date of this Form 10-Q, we have threefour (4) employees. Two of the employees have no employment agreement and receive no compensation. The other twoThree (23) employees have employment agreements and compensationone isdoes accruednot pursuanthave toan thoseemployment agreements.agreement. None of our employees are covered by collective bargaining agreements. We consider our employee relations to be satisfactory.

The accompanying consolidated financial statements to this Form 10-K (our “Financial Statements”) have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of MarchJune 31,30, 2026, we have an accumulated deficit of $41,775,038.$42,601,450. For the quarter ended MarchJune 31,30, 2026, we incurred a net loss of $444,132 826,412 and used $53,579$107.214 net cash for operating activities. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. While the Company is attempting to commence revenue generating operations and thereby generate sustainable revenues, the Company’s current cash position is not sufficient to support its ongoing daily operations and requires the Company to raise additional capital through debt and/or equity sources.

We remain dependent on both third party and related party sources of funding for continuation of our operations (debt and/or equity based). The OurCompany’s independentdependency registeredon public accountingrelying firmon issuedthire a going concern qualification in their report dated April 15, 2026party and filedrelated withparty sources ourfor annual report on Form 10-K, which is included by reference to our Financial Statements andfunding raises substantial doubt about our ability to continue as a going concern.

32- Our –net Thecash increaseused in ouroperations working capital deficit resulteddecreased due to decreases a decrease in cashnet loss of $162,561,$619,748, aand decreaseincreases in prepaids and other of $7,520$20,356, accounts payable and increasesaccrued inexpenses of $544,077, accounts payable and accrued expenses of $166,563, accounts payable, accrued expenses – related partiesother of $439,848$286,945 and an increase in legal settlement liability of $950,000. This was partially offset by a decrease in notes payableCustomer Deposits of $5,000, a decrease in convertible notes payable of $166,667 and a decrease in customer deposits of $300,000.$1,310,000.

As of MarchJune 31,30, 2026, we had total liabilities in excess of assets by $14,468,915 $15,227,487 and used net cash of $53,579$175,054 for our operating activities. This is as compared to the most recent year ended December 31, 2025, when we used net cash of $710,289 for operating activities.

Three-months ended MarchJune 31,30, 2026, compared to the three-months ended MarchJune 31,30, 2025

We had no revenues for our consolidated operations for the quarters ended MarchJune 31,30, 2026 and 2025, respectively.

We reported consolidated net losses for the three months ended MarchJune 31, 30, 2026 and 2025 of $444,132$826,412 and $683,641$1,206,651, respectively.

The following following table summarizes consolidated operating expenses and other income and expenses for the three months ended MarchJune 31,30, 2026 and 2025:

We do not currently have sufficient working capital to fund our expected future operations. We cannot assure investors that we will be able to continue our operations without securing additional adequate funding. As of MarchJune 31,30, 2026, we had $7,271$461 in cash, total assets of $51,375, $3,400 and total liabilities of $14,520,299.$15,230,887. Our total accumulated deficit at MarchJune 31,30, 2026 was $41,775,038.$42,601,450.

Liquidity is is the ability of a company to generate adequate amounts of cash to meet all of its financial obligations. The following table provides certain certain selected balance sheet comparisons between MarchJune 31,30, 2026 and 2025:

34 – Accounts payable and accrued expenses – related parties increased due to the fact that accrued contractual expenses increased at a greater amount than the company had liquidity to reduce the payables.payables 5. Convertible notes payable – net decreased by $166,667 due the legal settlement on October 31, 2025, as more fully discussed in other sections of this Form 10-Q.

To increase our working capital, we have considered raising additional debt and/or equity-based financing from both third partiesthird-parties and related parties. related-parties. However, terms of these financings may not be favorable to the Company.

Net cash used in investing activities for the three six months ended MarchJune 31,30, 2026 and 2025 was $0.$0 and $0, respectively.

Net cash provided by financing activities was $60,000$174,665 and $476,000$696,000 for the threesix months ended MarchJune 31,30, 2026and2026 and 2025, respectively.

In the firstsecond quarter of 2026, the Company sold no stock infor the amount of $60,000.cash.