FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES.
−Removed: February 22, 2007, our common stock became eligible for quotation on the OTC Bulletin Board under the ticker symbol “BSRC”
−Removed: and is currently quoted on the OTC Pink maintained by the OTC Markets Group, Inc.
+Added: common stock is quoted on the OTC Pink maintained by the OTC Markets Group, Inc.
under the ticker symbol “NEWH”.
4 unchanged sentences
of directors can elect all of the directors to our board of directors.
−Removed: Subject to the rights of our preferred stock, holders of the
−Removed: Company’s common stock representing a majority of the voting power of the Company’s common stock issued, outstanding and
−Removed: entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.
−Removed: A vote by the
−Removed: holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such
−Removed: as a liquidation, merger or an amendment to the Company’s articles of incorporation
+Added: Subject to the rights of our preferred stock, holders of the Company’s
+Added: common stock representing a majority of the voting power of the Company’s common stock issued, outstanding and entitled to vote,
+Added: represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.
+Added: A vote by the holders of a majority
+Added: of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger
+Added: or an amendment to the Company’s articles of incorporation.
to the rights of preferred stockholders (if any), holders of the Company’s common stock are entitled to share in all dividends
16 unchanged sentences
Company’s registrar and transfer agent is Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601.
−Removed: Authorized for Issuance Under Equity Compensation Plan
−Removed: currently do not have an equity compensation plan.
+Added: Compensation Plan
+Added: April 11, 2022, the Company’s Board of directors adopted the NewHydrogen, Inc.
+Added: 2022 Equity Incentive Plan (the “Plan”).
+Added: The stated purposes of the Plan are to (a) enable the Company, to attract and retain the types of employees, consultants and directors
+Added: who will contribute to the Company’s long range success;
+Added: (b) provide incentives that align the interests of Employees, Consultants
+Added: and Directors with those of the shareholders of the Company;
+Added: and (c) promote the success of the Company’s business.
+Added: maximum number of shares of common stock initially available for issuance under the Plan is 500,000,000 shares of common stock and thereafter
+Added: shall automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares
+Added: issuable under the Plan shall at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first
+Added: day of the Company’s fiscal year, unless the Company’s Board of Directors adopts a resolution providing that the number of
+Added: shares issuable under the 2022 Plan shall not be so increased.
+Added: The shares of common stock subject to stock awards granted under the Plan
+Added: that are canceled, forfeited or expire prior to exercise, either in full or in part, shall again become available for issuance under
+Added: the 2022 Plan.
+Added: Shares subject to a stock award under the Plan shall not again be made available for issuance or delivery under the Plan
+Added: if such shares are (a) shares tendered in payment of an option or (b) shares delivered or withheld by the Company to satisfy any tax
+Added: withholding obligation.
+Added: the event of a change in control, the Company may, but shall not be obligated to:
+Added: (a) accelerate, vest or cause the restrictions to lapse
+Added: with respect to all or any portion of any stock award;
+Added: (b) cancel stock awards and cause to be paid to the holders of vested stock awards
+Added: the value of such stock awards, if any, as determined by the Company, in its sole discretion, it being understood that in the case of
+Added: any option with an option exercise price that equals or exceeds the price paid for a share of common stock in connection with the change
+Added: in control, the Company may cancel the option without the payment of consideration therefor;
+Added: (c) provide for the issuance of substitute
+Added: stock awards or the assumption or replacement of such stock awards;
+Added: or (d) provide written notice to the holders that for a period of
+Added: at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares
+Added: of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and
+Added: be of no further force and effect.
+Added: Board may suspend or terminate the Plan at any time.
+Added: The Plan is scheduled to terminate automatically in ten (10) years following the
+Added: effective date.
+Added: No rights may be granted under the Plan while the Plan is suspended or after it is terminated.
+Added: The Board may amend or
+Added: modify the Plan at any time.
+Added: To the extent required by applicable law or regulation, and except as otherwise provided in the Plan, stockholder
+Added: approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the Plan,
+Added: (b) materially expands the class of individuals eligible to receive stock awards under the Plan, (c) materially increases the benefits
+Added: accruing to the participants under the Plan or materially reduces the price at which shares of common stock may be issued or purchased
+Added: under the Plan, (d) materially extends the term of the Plan, or (e) expands the types of awards available for issuance under the Plan.
Sales of Equity Securities
1 unchanged sentence
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.