What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-09 compared with 2022-11-09 · 89 added, 108 removed, 87 unchanged (69% of the section changed)

23 unchanged sentences

and accompanying notes included in this report.

are a developer of Green Hydrogen technologies.

are a developer of clean energy technologies.

Our current focus is on developing an electrolyzer technology to lower the cost of Green

Hydrogen production.

Green Hydrogen is the term used to refer to Hydrogen fuel that is created using renewable energy instead of fossil

is the cleanest and most abundant fuel in the universe.

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does not exist in its pure form on Earth so it must be extracted.

For centuries, scientists have known how to utilize electricity to

split water into hydrogen and oxygen using a device called an electrolyzer.

Electrolyzers installed behind a solar farm or wind farm

can use renewable electricity to split water, thereby producing Green Hydrogen.

For centuries, scientists have known how to electricity to split water

into hydrogen and oxygen using a device called an electrolyzer.

Electrolyzers installed behind a solar farm or wind farm can use renewable

electricity to split water, thereby producing Green Hydrogen.

However, modern electrolyzers still cost too much.

chemical catalysts that enable the water-splitting reactions are currently made from platinum and iridium – both are very expensive

precious metals.

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

to help usher in a Green Hydrogen economy.

of April 30, 2021, we changed our name from BioSolar, Inc.

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.

The chemical catalysts

that enable the water-splitting reactions are currently made from platinum and iridium - both are very expensive precious metals.

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

are developing technologies to significantly reduce or replace catalysts made from rare materials with catalysts made from inexpensive

earth abundant materials in electrolyzers to lower the cost of Green Hydrogen, thus help usher in a Green Hydrogen economy.

report, Goldman Sachs estimates that Green Hydrogen will be a $12 trillion market opportunity by 2050.

have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV,

solar modules.

March 11, 2023, Spencer Hall notified the Company of his decision to resign as a director of the Company effective March 11, 2023.

Hall’s resignation was not the result of any disagreement with the Company or any matter relating to the Company’s operations,

policies or practices.

of New Officer and Director

March 14, 2023, we appointed Mr.

Steve Hill as the Vice President and a Director of the Company, effective as of March 20, 2023.

11, 2023, we entered into an employment offer letter with Mr.

Hill (the “Employment Offer Agreement”).

Pursuant to the terms

of the Employment Offer Agreement, Mr.

Hill is entitled to an annual base salary of $250,000.

Hill will also receive 50,000,000 stock

options, each to vest over a three-year period and subject to a six-month cliff.

Executive Officer Base Salary Adjustment

March 14, 2023, the Board approved an increase to the base salary of David Lee, the Company’s Chief Executive Officer, resulting

in a base salary of $300,000, effective March 1, 2023.

of Critical Accounting Policies

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Issued Accounting Pronouncements

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

reviewed currently issued pronouncements during the three months ended March 31, 2023, 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 September 30, 2022 Compared to the Three Months Ended September 30, 2021.

of Operations – Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022.

and Administrative Expenses

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 administrative (“G&A”) expenses decreased by $964,121 to $1,615,938 for the three months ended March 31, 2023, compared

to $2,580,059 for the prior period ended March 31, 2022.

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

value of non-cash stock compensation of $905,100, a decrease in professional fees in the amount of $18,442, a decrease in salaries of

$29,135, with an overall decrease in G&A expenses of $11,444.

and Development

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.

and Development (“R&D”) expenses decreased by $205,546 to $15,000 for the three months ended March 31, 2023, compared

to $220,546 for the prior period ended March 31, 2022.

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 March 31, 2023 and 2022 was $1,026 and $1,091, respectively.

Income/(Expenses)

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.

income and (expenses) decreased by $170 to $464 for the three months ended March 31, 2023, compared to $634 for the prior period ended

March 31, 2022.

The decrease in other income and (expenses) was the result of a decrease in interest income of $170.

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 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

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

The Company has not generated any revenues.

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

and Administrative Expenses

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

Income/(Expenses)

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.

other income and (expenses) was primarily due to the net change in interest income.

Income (Loss)

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.

net loss for the three months ended March 31, 2023 was $1,631,500, compared to $2,801,062 for the prior period ended March 31, 2022.

The decrease in net loss was due to a decrease in non-cash other income associated with the net change in stock option expense 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.

8 unchanged sentences

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

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’

During the three

months ended March 31, 2023, we did not generate any revenues, and recognized a net loss of $1,631,500, due to a change in non-cash stock

compensation, and cash of $194,320 used in operations.

As of March 31, 2023, we had working capital of $4,688,939 and a shareholders’

equity of $1,230,216.

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dilution for our stockholders, in case of equity financing.

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 nine months ended September 30, 2022, as compared to $8,666,700 for

the prior period ended September 30, 2021.

of March 31, 2023, we had working capital of $4,688,939 compared to $4,845,188 for the year ended December 31, 2022.

This decrease in

working capital was due primarily to a decrease in cash.

the three months ended March 31, 2023, we used $194,320 of cash for operating activities, as compared to $458,446 for the prior period

ended March 31, 2022.

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 $0 for the three months ended March 31, 2023, as compared to $1,000 for the prior

period ended March 31, 2022.

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, 2022, expressed substantial

doubt about our ability to continue as a going concern.

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.

doubt about our ability to continue as a going concern without additional capital becoming available.

Our financial statements as of

March 31, 2023 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

are engaged in the development of innovative technologies to significantly reduce or replace catalysts made from rare earth materials

with catalysts made from inexpensive earth abundant materials in electrolyzers to lower the cost of producing Green Hydrogen.

plan of operation within the next three months is to utilize our cash balances to work on developing catalyst technologies for producing

Green Hydrogen.

We believe that our current cash and investment balances will be sufficient to support development activity and general

and administrative expenses for the next twenty-four months.

Management estimates that it will require additional cash resources during

2024, based upon its current operating plan and condition.

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.

are unable to obtain sufficient funds during the next twenty-four months, we may be forced to reduce the size of our organization, which

could have a material adverse impact on, or cause us to curtail and/or cease the development of our products

are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen.

The Company’s current

focus is on developing lower cost replacements for precious metal based catalysts for hydrogen electrolyzers.

plan of operation within the next twelve months is to utilize our cash balances to expand the existing electrolyzer technology program

focused on significantly reducing or replacing rare materials in electrolyzers with inexpensive earth abundant materials to help usher

in a Green Hydrogen economy.

believe that our current cash and investment balances will be sufficient to support development activity and general and administrative

expenses for the next twenty-four months.

Management estimates that it will require additional cash resources during 2025, based upon

its current operating plan and condition.

We expect increased expenses during the second quarter of 2023 as we ramp up prototyping efforts

for electrolyzer incorporating our catalyst technology as well as commence an additional related technology program.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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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