What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-09 compared with 2022-08-10 · 76 added, 70 removed, 119 unchanged (55% of the section changed)

19 unchanged sentences

written and oral forward looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety

by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on June 30, 2022, and in

by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on March 31, 2022, and in

other reports filed by us with the SEC.

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precious metals.

These catalysts account for nearly 50% of the cost of the electrolyzer.

These catalysts account for a significant portion of the cost of the electrolyzer.

are developing technologies to significantly reduce or replace rare earth materials with inexpensive earth abundant materials in electrolyzers

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to NewHydrogen, Inc.

October 30, 2022, we executed an amendment to the Sponsored Research Agreement with UCLA with an expanded scope of research work, a new

expiration date of December 31, 2025 and increased research funding of $2,797,368.

of Critical Accounting Policies

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Issued Accounting Pronouncements

reviewed currently issued pronouncements during the three months ended June 30, 2022, and does not believe that any other recently issued,

but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited

reviewed currently issued pronouncements during the three months ended September 30, 2022, and does not believe that any other recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited

financial statements.

of Operations – Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021.

of Operations – Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021.

and Administrative Expenses

and administrative (“G&A”) expenses increased by $407,667 to $3,229,645 for the three months ended June 30, 2022, compared

to $3,637,312 for the prior period ended June 30, 2021.

The primary increase in G&A expenses was the result of an decrease in fair

value of non-cash stock compensation of $407,702, an increase in professional fees in the amount of $4,026, with an overall decrease

in G&A expenses of $3,991.

and administrative (“G&A”) expenses increased by $72,621 to $2,594,347 for the three months ended September 30, 2022,

compared to $2,521,726 for the prior period ended September 30, 2021.

The primary increase in G&A expenses was the result of an increase

in fair value of non-cash stock compensation of $110,778, with a decrease in professional fees in the amount of $41,113, with an overall

decrease in G&A expenses of $31,508.

and Development

and Development (“R&D”) expenses decreased by $21,230 to $230,546 for the three months ended June 30, 2022, compared

to $251,776 for the prior period ended June 30, 2021.

This overall decrease in R&D expenses was the result of a decrease in outside

research fees.

expense for the three months ended June 30, 2022 and 2021 was $1,070 and $1,091, respectively.

and Development (“R&D”) expenses decreased by $(18,028) to $230,546 for the three months ended September 30, 2022, compared

to $248,574 for the prior period ended September 30, 2021.

This overall decrease in R&D expenses was the result of a decrease in

outside research fees.

and amortization expense for the three months ended September 30, 2022 and 2021 was $1,323 and $1,091, respectively.

Income/(Expenses)

income and (expenses) decreased by $234,634 to $601 for the three months ended June 30, 2022, compared to $235,235 for the prior period

ended June 30, 2021.

The decrease in other income and (expenses) was the result of a decrease in gain of non-cash accounts associated

with the change in fair value of the derivative instruments of $250,293, a decrease in interest expense of $15,977, which includes non-cash

expense of amortization of debt discount in the amount of $13,338, with a decrease in interest income of $318.

The decrease in other

income and (expenses) was primarily due to the net change in the fair value of the derivative instruments.

income and (expenses) decreased by $(63,148) to $1,295 for the three months ended September 30, 2022, compared to $64,442 for the prior

period ended September 30, 2021.

The decrease in other income and (expenses) was the result of a decrease in gain of non-cash accounts

associated with the change in fair value of the derivative instruments of $73,395, a decrease in interest expense of $10,609, which includes

non-cash expense of amortization of debt discount in the amount of $6,889, with a decrease in interest income of $362.

The decrease in

other income and (expenses) was primarily due to the net change in the fair value of the derivative instruments.

Income (Loss)

net loss for the three months ended June 30, 2022 was $(3,460,660), compared to $(3,654,944) for the prior period ended June 30, 2021.

The increase in net loss was due to an increase in non-cash other income associated with the net change in derivative instruments estimated

in the current period.

These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock

price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain

outcomes based on management projections.

net loss for the three months ended September 30, 2022 was $(2,824,625), compared to $(2,706,949) for the prior period ended September

The increase in net loss was due to a decrease in non-cash other income associated with the net change in derivative instruments

estimated in the current period.

These estimates were based on multiple inputs, including the market price of our stock, interest rates,

our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities

of certain outcomes based on management projections.

These inputs were subject to significant changes from period to period and to management’s

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The Company has not generated any revenues.

of Operations – Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021.

of Operations – Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021.

and Administrative Expenses

expenses decreased by $12,629,126 to $5,809,704 for the six months ended June 30, 2022, compared to $18,438,830 for the prior period ended

June 30, 2021.

The primary decrease in G&A expenses was the result of a decrease in fair value of non-cash stock compensation of

$12,390,803, a decrease in professional fees in the amount of $263,558, with an overall increase in G&A expenses of $25,235.

expenses decreased by $(12,556,504) to $8,404,052 for the nine months ended September 30, 2022, compared to $20,960,558 for the prior

period ended September 30, 2021.

The primary decrease in G&A expenses was the result of a decrease in fair value of non-cash stock

compensation of $12,280,558, a decrease in professional fees in the amount of $304,671, with an overall increase in G&A expenses

and Development

expenses decreased by $57,348 to $451,092 for the six months ended June 30, 2022, compared to $508,440 for the prior period ended June

expenses decreased by $(73,377) to $681,637 for the nine months ended September 30, 2022, compared to $757,014 for the prior period ended

September 30, 2021.

This overall decrease in R&D expenses was the result of a decrease in outside research fees.

expense for the six months ended June 30, 2022 and 2021 was $2,161 and $2,182, respectively.

expense for the nine months ended September 30, 2022 and 2021 was $3,188 and $3,274, respectively.

Income/(Expenses)

income and (expenses) decreased by $66,062,950 to $1,235 for the six months ended June 30, 2022, compared to $66,064,185 for the prior

period ended June 30, 2021.

The decrease in other income and (expenses) was the result of a decrease in gain of non-cash accounts associated

with the change in fair value of the derivative instruments of $66,626,814, a decrease in interest expense of $563,914, which includes

non-cash expense of amortization of debt discount in the amount of $449,100, with a decrease in interest income of $50.

in other income and (expenses) was primarily due to the net change in the fair value of the derivative instruments.

income and (expenses) decreased by $62,640,791 to $2,530 for the nine months ended September 30, 2022, compared to $66,064,185 for the

prior period ended September 30, 2021.

The decrease in other income and (expenses) was the result of a decrease in gain of non-cash accounts

associated with the change in fair value of the derivative instruments of $63,214,903, a decrease in interest expense of $574,524, which

includes non-cash expense of amortization of debt discount in the amount of $449,100, with a decrease in interest income of $412.

decrease in other income and (expenses) was primarily due to the net change in the fair value of the derivative instruments.

Income (Loss)

net loss for the six months ended June 30, 2022 was $(6,261,722), compared to net income of $47,114,733 for the prior period ended June

The decrease in net loss was due to a decrease in non-cash other expenses associated with the net change in derivative instruments

estimated in the current period.

These estimates were based on multiple inputs, including the market price of our stock, interest rates,

our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities

of certain outcomes based on management projections.

These inputs were subject to significant changes from period to period and to management’s

therefore, the estimated fair value of the derivative liabilities fluctuate from period to period, and the fluctuation may

net loss for the nine months ended September 30, 2022 was $(9,086,347), compared to net income of $40,922,475 for the prior period ended

September 30, 2021.

The decrease in net loss was due to a decrease in non-cash other expenses associated with the net change in derivative

instruments estimated in the current period.

These estimates were based on multiple inputs, including the market price of our stock,

interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements

and probabilities of certain outcomes based on management projections.

These inputs were subject to significant changes from period to

period and to management’s judgment;

therefore, the estimated fair value of the derivative liabilities fluctuate from period to

period, and the fluctuation may be material.

The Company has not generated any revenues.

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financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern.

During the six

months ended June 30, 2022, we did not generate any revenues, and recognized a net loss of $(6,261,722), due to a change in non-cash stock

compensation, and cash of $866,147 used in operations.

As of June 30, 2022, we had working capital of $6,035,970 and a shareholders’

During the nine

months ended September 30, 2022, we did not generate any revenues, and recognized a net loss of $(9,086,347), due to a change in non-cash

stock compensation, and cash of $1,250,049 used in operations.

As of September 30, 2022, we had working capital of $5,420,084 and a shareholders’

equity of $1,963,414.

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dilution for our stockholders, in case of equity financing.

of June 30, 2022, we had working capital of $5,820,423 compared to $6,655,953 for the year ended December 31, 2021.

This decrease in

working capital was due primarily to a decrease in cash.

the six months ended June 30, 2022, we used $866,147 of cash for operating activities, as compared to $1,264,374 for the prior six months

period ended June 30, 2021.

of September 30, 2022, we had working capital of $5,420,084 compared to $6,655,953 for the year ended December 31, 2021.

This decrease

in working capital was due primarily to a decrease in cash.

the nine months ended September 30, 2022, we used $1,250,049 of cash for operating activities, as compared to $1,720,030 for the prior

period ended September 30, 2021.

The decrease in the use of cash for operating activities for the current period was a result of a decrease

in professional fees and research and development cost.

cash provided from equity financing activities was $1,000 for the six months ended June 30, 2022, as compared to $8,770,700 for the prior

period ended June 30, 2021.

cash provided from equity financing activities was $1,000 for the nine months ended September 30, 2022, as compared to $8,666,700 for

the prior period ended September 30, 2021.

The decrease was due to less equity financing during the current period.

Our capital needs have primarily

been met from the proceeds of the sale of our securities, as we currently have not generated any revenues.

Our capital needs

have primarily been met from the proceeds of the sale of our securities, as we currently have not generated any revenues.

independent auditors, in their report on our audited financial statements for the year ended December 31, 2021, expressed substantial

doubt about our ability to continue as a going concern.

Our financial statements as of June 30, 2022 have been prepared under the assumption

that we will continue as a going concern.

Our ability to continue as a going concern ultimately is dependent upon our ability to generate

revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and,

ultimately, to achieve profitable operations.

Our financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Our financial statements as of September 30, 2022 have been prepared under the

assumption that we will continue as a going concern.

Our ability to continue as a going concern ultimately is dependent upon our ability

to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies

and, ultimately, to achieve profitable operations.

Our financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

OF OPERATION AND FINANCING NEEDS

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2024, based upon its current operating plan and condition.

We do expect increased expenses during the third quarter of 2022.

We do expect increased expenses during the fourth quarter of 2022.

no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis