What changed in this filing

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Item 1. Financial Statements

2023-11-08 compared with 2023-08-07 · 124 added, 129 removed, 287 unchanged (47% of the section changed)

1 unchanged sentence

BALANCE SHEET

June 30, 2023

December 31, 2022

September 30,

CURRENT ASSETS

12 unchanged sentences

COMMITMENTS AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding, respectively,

redeemable value of $ 3,485,313 and $ 3,485,313 , respectively

Series C Convertible Preferred Stock, 34,853 and 3 4,853 shares outstanding, respectively, redeemable

value of $ 3,485,313 and $ 3,485,313 , respectively

SHAREHOLDERS’ EQUITY

2 unchanged sentences

Common stock, $ 0.0001 par value;

3,000,000,000 authorized shares 705,126,846 and

715,496,051 shares issued and outstanding, respectively

3,000,000,000 authorized shares 705,126,846 and 715,496,051 shares

issued and outstanding, respectively

Additional paid in capital

4 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

accompanying notes are an integral part of these unaudited condensed financial statements.

STATEMENTS OF OPERATIONS

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Three Months Ended

For the Six Months Ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

For the Nine Months Ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

OPERATING EXPENSES

16 unchanged sentences

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

BASIC EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

BASIC AND DILUTED

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC

accompanying notes are an integral part of these unaudited condensed financial statements.

STATEMENT OF SHAREHOLDERS’ DEFICIT

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SIX MONTHS ENDED JUNE 30, 2022

NINE MONTHS ENDED SEPTEMBER 30, 2022

Preferred Stock

4 unchanged sentences

Issuance of common stock warrants for cash

Stock and warrant compensation cost

( 6,261,722 )

Common stock returned to the Company by unregistered dealer

( 10,369,205 )

Balance at June 30, 2022 (unaudited)

Stock and warrant compensation cost

( 9,086,347 )

Balance at September 30, 2022 (unaudited)

$ 171,848,773

$ ( 169,955,872 )

SIX MONTHS ENDED JUNE 30, 2023

NINE MONTHS ENDED SEPTEMBER 30, 2023

Preferred Stock

8 unchanged sentences

( 2,733,210 )

Balance at June 30, 2023 (unaudited)

Balance at September 30, 2023 (unaudited)

$ 176,212,860

2 unchanged sentences

$ ( 175,688,263 )

accompanying notes are an integral part of these unaudited condensed financial statements.

STATEMENTS OF CASH FLOWS

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Six Months Ended

June 30, 2023

June 30, 2022

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

$ ( 9,086,347 )

Adjustment to reconcile net income(loss) to net cash (used in) provided by

operating activities

Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities

Depreciation and amortization expense

5 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 1,250,049 )

CASH FLOWS FROM INVESTING ACTIVITIES:

3 unchanged sentences

NET INCREASE IN CASH

( 1,249,049 )

CASH, BEGINNING OF PERIOD

2 unchanged sentences

Interest paid

accompanying notes are an integral part of these unaudited condensed financial statements.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Basis of Presentation

5 unchanged sentences

been included.

Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected

for the year ending December 31, 2023.

For further information refer to the financial statements and footnotes thereto included in the

Company’s Form 10-K for the December 31, 2022.

Concern Substantial Doubt Alleviated

of the six months ended June 30, 2023, the Company had a loss of $ 2,293,118 , which consisted of a non-cash amount of $ 1,872,723 for a

net cash loss of $ 420,395 .

As of June 30, 2023, its accumulated deficit was $ 175,248,171 .

believes the Company’s present cash flows will enable it to meet its obligations for twenty-four months from the date of these

financial statements.

Management will continue to assess its operational needs and seek additional financing as needed to fund its operations.

Operating results for the nine months ended September 30, 2023, are not necessarily indicative of the results that may

be expected for the year ending December 31, 2023.

For further information refer to the financial statements and footnotes thereto included

in the Company’s Form 10-K for the December 31, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

18 unchanged sentences

throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits.

As of June 30, 2023, the

cash balance in excess of the FDIC limits was $ 4,162,599 .

The Company has not experienced any losses in such accounts and believes it

is not exposed to any significant credit risk in these accounts.

As of September 30, 2023,

the cash balance in excess of the FDIC limits was $ 3,793,808 .

The Company has not experienced any losses in such accounts and believes

it is not exposed to any significant credit risk in these accounts.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

4 unchanged sentences

Actual results could differ from those estimates.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Equipment

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT

Computer equipment

Machinery and equipment

expense for the six months ended June 30, 2023 and 2022 were $ 542 and $ 2,161 , respectively.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and equipment

expense for the nine months ended September 30, 2023 and 2022 were $ 813 and $ 921 , respectively.

Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering

5 unchanged sentences

Intangible assets

expense for the six months ended June 30, 2023 and 2022 was $ 1,511 and $ 1,511 , respectively.

expense for the nine months ended September 30, 2023 and 2022 was $ 2,267 and $ 2,267 , respectively.

Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.

17 unchanged sentences

to its’ employees for services.

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price

March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services.

1 unchanged sentence

options per month for a thirty-six ( 36 ) month period during the term of the optionee’s consultancy with the Company.

As of September

30, 2023, the 5,000,000 stock options were outstanding.

9 unchanged sentences

as of June 11, 2023.

As of June 30, 2023, the other 400,000,000 stock options remain outstanding.

March 20, 2023, the Company granted 50,000,000

shares of stock options, to purchase the total

number of shares of common stock equal to the number of option shares at the exercise price of $ 0.0137

The options were granted pursuant

to the terms of the Company’s 2022 Equity Incentive Plan.

The 50,000,000

shares subject to the options, have a six-month

cliff, whereby 8,333,333

shall become vested and exercisable on September

19, 2023 and the remaining 41,666,667

shall become exercisable in equal amounts over

a thirty ( 30 )

month period during the term of the participant’s employment until the option is 100 %

The unvested portion of the option will not be exercisable on or after the termination of continuous service.

As of June 30,

As of September 30, 2023, the other 400,000,000 stock options remain outstanding.

March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal

to the number of option shares at the exercise price of $ 0.0137 per share.

The options were granted pursuant to the terms of the Company’s

2022 Equity Incentive Plan.

The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested

and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty ( 30 ) month

period during the term of the participant’s employment until the option is 100 % vested.

The unvested portion of the option will

not be exercisable on or after the termination of continuous service.

As of September 30, 2023, 50,000,000 stock options remain outstanding.

May 9, 2023, the Company granted 5,000,000 shares of stock options to a consultant, with an exercise price of $ 0.0126 , and an expiration

date of May 31, 2033.

The Options vest over a thirty-six ( 36 ) month period from June 1, 2023, with 833,360 options vesting on November

30, 2023, and 138,888 options vested at the end of each month from the end of the seventh month through May 31, 2026.

As of September

30, 2023, 5,000,000 stock options remain outstanding.

On May 9, 2023, the Company granted 5,000,000 shares of stock options to a consultant, with an exercise price of

$ 0.0126 , and an expiration date of May 31, 2033.

The Options vest over a thirty-six ( 36 ) month period from June 1, 2023, with 833,360

options vesting on November 30, 2023, and 138,888 options vested at the end of each month from the end of the seventh month through May

As of June 30, 2023, 5,00,000 stock options remain outstanding.

June 15, 2023, the Company granted 100,000,000 shares of stock options to two employees of the Company, with an exercise price of $ 0.0121 ,

13 unchanged sentences

$200,000 per day over any 20 consecutive trade days.

As of June 30, 2023, none of the performance milestones were met and the options

As of September 30, 2023, none of the performance milestones were met and the options

remain unvested.

As of June 30, 2023, 100,000,000 shares remain outstanding.

As of September 30, 2023, 100,000,000 shares remain outstanding .

the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life

5 unchanged sentences

(7) years from the date of grant or upon termination of employment .

As of June 30, 2023, the aggregate total of 560,000,000 stock options

were outstanding.

and Development

and development costs are expensed as incurred.

Total research and development costs were $ 25,000 and $ 451,092 for the six months ended

June 30, 2023 and 2022, respectively.

As of September 30, 2023, the aggregate total of 560,000,000 stock

options were outstanding.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Development

and development costs are expensed as incurred.

Total research and development costs were $ 113,939 and $ 681,637 for the nine months ended

September 30, 2023 and 2022, respectively.

Earnings (Loss) per Share Calculations

5 unchanged sentences

of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).

the six months ended June 30, 2023, the Company has not included shares issuable from 560,000,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

the three months ended June 30, 2022, the Company has not included shares issuable from 468,500,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

the nine months ended September 30, 2023, the Company has not included shares issuable from 560,000,000 stock options and 228,958,334

warrants, because their impact on the income per share is antidilutive.

the nine months ended September 30, 2022, the Company has not included shares issuable from 455,000,000 stock options and 228,958,334

warrants, because their impact on the income per share is antidilutive.

SCHEDULE OF NET EARNINGS PER SHARE

For the Six Months Ended

For the Nine Months Ended

September 30,

Income (Loss) to common shareholders (Numerator)

6 unchanged sentences

practicable to estimate that value.

As of June 30, 2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

As of September 30, 2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

and accrued expenses, approximate the fair value because of their short maturities.

6 unchanged sentences

These tiers include:

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

3 unchanged sentences

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

measure certain financial instruments at fair value on a recurring basis.

As of June 30, 2023, there were no financial instruments to

As of September 30, 2023, there were no financial instruments

Issued Accounting Pronouncements

2 unchanged sentences

CAPITAL STOCK

Stock June 30, 2023 and 2022

of June 30, 2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 , and

a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares

Stock September 30, 2023 and 2022

of September 30, 2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 ,

and a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares

of common stock of the Company .

3 unchanged sentences

election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $ 0.0014 and has no voting rights.

Stock June 30, 2023 and 2022

the six months ended June 30, 2023, the Company did not issue any common stocks.

Stock September 30, 2023 and 2022

the nine months ended September 30, 2023, the Company did not issue any common stocks.

STOCK OPTIONS AND WARRANTS

the six months ended June 30, 2023, the Company granted stock options in the amount of 155,000,000 .

the nine months ended September 30, 2023, the Company granted stock options in the amount of 155,000,000 .

(See Note 2).

11 unchanged sentences

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

STOCK OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of options outstanding as of June 30, 2023 and 2022 was as follows:

weighted average remaining contractual life of options outstanding as of September 30, 2023 and 2022 was as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

7 unchanged sentences

Weighted Average Remaining Contractual Life (years)

stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2023 and 2022, were $ 1,872,723

and $ 5,423,031 , respectively.

of June 30, 2023, there was no intrinsic value with regards to the outstanding options.

of June 30, 2023, the Company issued no common stock purchase warrants during the six months ended June 30, 2023.

During the six months

ended June 30, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase

price of $ 1,000 .

of June 30, 2023 and 2022, the outstanding warrants were as follows:

stock-based compensation expense recognized in the statement of operations during the nine months ended September 30, 2023 and 2022,

were $ 1,940,830 and $ 7,731,188 , respectively.

On March 11, 2023, Spencer Hall resigned from a Director

of the Company.

Pursuant to the terms and conditions in the Stock Option Agreement dated April 12, 2022, all of Mr.

Hall’s vested

and unvested stock options were cancelled on June 9, 2023.

of September 30, 2023, there was no intrinsic value with regards to the outstanding options.

of September 30, 2023, the Company issued no common stock purchase warrants during the nine months ended September 30, 2023.

nine months ended September 30, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement

for a purchase price of $ 1,000 .

of September 30, 2023 and 2022, the outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

7 unchanged sentences

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

STOCK OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of the warrants outstanding as of June 30, 2023 was as follows:

weighted average remaining contractual life of the warrants outstanding as of September 30, 2023 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

4 unchanged sentences

Contractual Life (years)

was no warrant compensation recognized as of June 30, 2023.

was no warrant compensation recognized as of September 30, 2023.

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

matters will not have a material adverse effect on the Company’s financial position or results of operations.

May 30, 2023, the Company amended the agreement dated March 15, 2022 entered into with a consultant regarding an advisory agreement

for services of various aspects of the Company’s business, including but not limited to technology, business development, and

product development.

The Company granted 5,000,000

common stock options, vesting at a rate of 138,889

options per month for thirty-six ( 36 )

months of consecutive service to the Company., In lieu of a fixed monthly cash compensation of $ 5,000 , the Company will provide the

Advisor with a cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company.

amendment shall be effective on June 15, 2023, and will continue on a month-to-month basis until terminated at the earlier of March

15, 2025, or any time by either party with a 5-day written notice from on party to the other.

All other items in the Advisory

agreement dated March 15, 2022, remain effective subject to the termination claim above.

of June 30, 2023, there were no legal proceedings against the Company.

May 30, 2023, the Company amended the agreement dated March 15, 2022 entered into with a consultant regarding an advisory agreement for

services of various aspects of the Company’s business, including but not limited to technology, business development, and product

The Company granted 5,000,000 common stock options, vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months

of consecutive service to the Company., In lieu of a fixed monthly cash compensation of $ 5,000 , the Company will provide the Advisor

with a cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company.

This amendment shall

be effective on June 15, 2023, and will continue on a month-to-month basis until terminated at the earlier of March 15, 2025, or any

time by either party with a 5-day written notice from on party to the other.

All other items in the Advisory agreement dated March 15,

2022, remain effective subject to the termination claim above.

August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would

benefit both the University and the Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the

The cost to Sponsor for the University’s performance shall not exceed $ 716,326 .

This agreement shall be performed on

a cost-reimbursement basis.

When expenditures reach the above amount, the Sponsor will not be required to fund, and the University will

not be required to perform additional work hereunder unless by mutual agreement of both parties.

During the period ended September 30,

2023, the University was paid $ 88,939 .

of September 30, 2023, there were no legal proceedings against the Company.

SUBSEQUENT EVENT

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report.

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent event.

September 18, 2023, the Company entered into an agreement with certain shareholders who agreed to surrender for cancellation, an aggregate

of 527,334 shares of common stock of the Company (the “Surrendered Shares”) which they own.

The Surrendered Shares were cancelled

and returned to the status of authorized and unissued shares of common stock of the Company on October 25, 2023.

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 1. Financial Statements