Item 5. Market for Registrant’s Common Equity
ITEM
5.
MARKET
FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES.
Our
common stock is quoted on the OTC Pink maintained by the OTC Markets Group, Inc. under the ticker symbol “NEWH”.
Common
Stock
We
are authorized to issue 6,000,000,000 shares of common stock, $0.0001 par value per share.
Holders
of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election
of directors can elect all of the directors to our board of directors. Subject to the rights of our preferred stock, holders of the Company’s
common stock representing a majority of the voting power of the Company’s common stock issued, outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority
of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger
or an amendment to the Company’s articles of incorporation.
Subject
to the rights of preferred stockholders (if any), holders of the Company’s common stock are entitled to share in all dividends
that the Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or
winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities
and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no
pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company’s common stock.
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As
of March 1, 2023, our common stock was held by 90 stockholders of record and we had 705,126,846 shares of common stock issued and
outstanding. We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant
portion of our outstanding common stock is held of record in broker street names for the benefit of individual investors.
Dividend
Policy
We
have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in
the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors
and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board
of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.
Transfer
Agent
The
Company’s registrar and transfer agent is Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601.
Equity
Compensation Plan
On
April 11, 2022, the Company’s Board of directors adopted the NewHydrogen, Inc. 2022 Equity Incentive Plan (the “Plan”).
The stated purposes of the Plan are to (a) enable the Company, to attract and retain the types of employees, consultants and directors
who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees, Consultants
and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.
The
maximum number of shares of common stock initially available for issuance under the Plan is 500,000,000 shares of common stock and thereafter
shall automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares
issuable under the Plan shall at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first
day of the Company’s fiscal year, unless the Company’s Board of Directors adopts a resolution providing that the number of
shares issuable under the 2022 Plan shall not be so increased. The shares of common stock subject to stock awards granted under the Plan
that are canceled, forfeited or expire prior to exercise, either in full or in part, shall again become available for issuance under
the 2022 Plan. Shares subject to a stock award under the Plan shall not again be made available for issuance or delivery under the Plan
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
withholding obligation.
In
the event of a change in control, the Company may, but shall not be obligated to: (a) accelerate, vest or cause the restrictions to lapse
with respect to all or any portion of any stock award; (b) cancel stock awards and cause to be paid to the holders of vested stock awards
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
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
in control, the Company may cancel the option without the payment of consideration therefor; (c) provide for the issuance of substitute
stock awards or the assumption or replacement of such stock awards; or (d) provide written notice to the holders that for a period of
at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares
of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and
be of no further force and effect.
The
Board may suspend or terminate the Plan at any time. The Plan is scheduled to terminate automatically in ten (10) years following the
effective date. No rights may be granted under the Plan while the Plan is suspended or after it is terminated. The Board may amend or
modify the Plan at any time. To the extent required by applicable law or regulation, and except as otherwise provided in the Plan, stockholder
approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the Plan,
(b) materially expands the class of individuals eligible to receive stock awards under the Plan, (c) materially increases the benefits
accruing to the participants under the Plan or materially reduces the price at which shares of common stock may be issued or purchased
under the Plan, (d) materially extends the term of the Plan, or (e) expands the types of awards available for issuance under the Plan.
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Unregistered
Sales of Equity Securities
None.
Issuer
Purchases of Equity Securities
None.
ITEM
6.
[Reserved]
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.