Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
NEWHYDROGEN,
INC.
CONDENSED
BALANCE SHEETS
June 30, 2024
December 31, 2023
(Unaudited)
ASSETS
CURRENT ASSETS
Cash
$ 2,854,236
$ 3,678,441
Prepaid expenses
36,459
10,311
TOTAL CURRENT ASSETS
2,890,695
3,688,752
PROPERTY AND EQUIPMENT
Machinery and equipment
37,225
37,225
Less accumulated depreciation
( 36,184 )
( 35,642 )
NET PROPERTY AND EQUIPMENT
1,041
1,583
OTHER ASSETS
Patents, net of amortization of $ 25,691 and $ 24,179 respectively
19,645
21,157
Deposit
770
770
TOTAL OTHER ASSETS
20,415
21,927
TOTAL ASSETS
$ 2,912,151
$ 3,712,262
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and other payable
$ 115
$ 9,810
TOTAL CURRENT LIABILITIES
115
9,810
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
3,485,313
3,485,313
SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $ 0.0001 par value; 10,000,000 authorized shares
-
-
Common stock, $ 0.0001 par value; 3,000,000,000 authorized shares 704,599,512 and
704,599,512 shares issued and outstanding, respectively
70,460
70,460
Additional paid in capital
176,398,594
176,279,264
Accumulated deficit
( 177,042,331 )
( 176,132,585 )
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)
( 573,277 )
217,139
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 2,912,151
$ 3,712,262
The
accompanying notes are an integral part of these unaudited condensed financial statements.
1
NEWHYDROGEN,
INC.
CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2024
June 30, 2023
June 30, 2024
June 30, 2023
REVENUE
$ -
$ -
$ -
$ -
OPERATING EXPENSES
Selling and marketing expenses
70,229
15,849
145,200
15,849
General and administrative expenses
278,844
635,191
585,248
2,251,129
Research and development
88,939
10,000
177,878
25,000
Depreciation and amortization
1,027
1,027
2,054
2,053
TOTAL OPERATING EXPENSES
439,039
662,067
910,380
2,294,031
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)
( 439,039 )
( 662,067 )
( 910,380 )
( 2,294,031 )
OTHER INCOME/(EXPENSES)
Interest income
297
449
634
913
TOTAL OTHER INCOME (EXPENSES)
297
449
634
913
NET INCOME (LOSS)
$ ( 438,742 )
$ ( 661,618 )
$ ( 909,746 )
$ ( 2,293,118 )
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED
704,599,512
705,126,846
704,599,512
705,126,846
The
accompanying notes are an integral part of these unaudited condensed financial statements.
2
NEWHYDROGEN,
INC.
CONDENSED
STATEMENT OF SHAREHOLDERS’ DEFICIT
(Unaudited)
SIX MONTHS ENDED JUNE 30, 2024
Additional
Preferred Stock
Common Stock
Paid-in
Accumulated
Shares
Amount
Mezzanine
Shares
Amount
Capital
Deficit
Total
Balance at December 31, 2023
-
$ -
$ 3,485,313
704,599,512
$ 70,460
$ 176,279,264
( 176,132,585 )
217,139
Stock compensation cost
-
-
-
-
-
76,287
-
76,287
Net Loss
-
-
-
-
-
-
( 471,004 )
( 471,004 )
Balance at March 31, 2024 (unaudited)
-
-
3,485,313
704,599,512
70,460
176,355,551
( 176,603,589 )
( 177,578 )
Stock compensation cost
-
-
-
-
-
43,043
-
43,043
Net Loss
-
-
-
-
-
-
( 438,742 )
( 438,742 )
Balance at June 30, 2024 (unaudited)
-
$ -
$ 3,485,313
704,599,512
$ 70,460
$ 176,398,594
$ ( 177,042,331 )
$ ( 573,277 )
SIX MONTHS ENDED JUNE 30,2023
Additional
Preferred Stock
Common Stock
Paid-in
Accumulated
Shares
Amount
Mezzanine
Shares
Amount
Capital
Deficit
Total
Balance at December 31, 2022
-
$ -
$ 3,485,313
705,126,846
$ 70,513
$ 174,272,031
( 172,955,053 )
1,387,491
Stock and warrant compensation cost
-
-
-
-
-
1,474,225
-
1,474,225
Net Loss
-
-
-
-
-
-
( 1,631,500 )
( 1,631,500 )
Balance at March 31, 2023 (unaudited)
-
-
3,485,313
705,126,846
70,513
175,746,256
( 174,586,553 )
1,230,216
Balance
-
-
3,485,313
705,126,846
70,513
175,746,256
( 174,586,553 )
1,230,216
Stock and warrant compensation cost
-
-
-
-
-
398,498
-
398,498
Net Loss
-
-
-
-
-
-
( 661,618 )
( 661,618 )
Balance at June 30, 2023 (unaudited)
-
$ -
$ 3,485,313
705,126,846
70,513
176,144,754
( 175,248,171 )
967,096
Balance
-
$ -
$ 3,485,313
705,126,846
70,513
176,144,754
( 175,248,171 )
967,096
The
accompanying notes are an integral part of these unaudited condensed financial statements.
3
NEWHYDROGEN,
INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30, 2024
June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)
$ ( 909,746 )
$ ( 2,293,118 )
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
Depreciation and amortization expense
2,054
2,053
Stock compensation expense
119,331
1,872,723
(Increase) Decrease in Changes in Assets
Prepaid expenses
( 26,148 )
( 21,293 )
Increase (Decrease) in Changes in Liabilities
Accounts payable
( 9,696 )
17,537
NET CASH USED IN OPERATING ACTIVITIES
( 824,205 )
( 422,098 )
NET CASH FLOWS FROM INVESTING ACTIVITIES
-
-
NET CASH PROVIDED BY FINANCING ACTIVITIES
-
-
NET DECREASE IN CASH
( 824,205 )
( 422,098 )
CASH, BEGINNING OF PERIOD
$ 3,678,441
$ 4,834,697
CASH, END OF PERIOD
$ 2,854,236
$ 4,412,599
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
$ -
$ -
Taxes paid
$ -
$ -
The
accompanying notes are an integral part of these unaudited condensed financial statements.
4
NEWHYDROGEN,
INC.
CONDENSED
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
FOR
THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
1.
Basis of Presentation
BASIS
OF PRESENTATION
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 2024, are not necessarily indicative of the results that may be expected
for the year ending December 31, 2024. For further information refer to the financial statements and footnotes thereto included in the
Company’s Form 10-K for the December 31, 2023.
Going
Concern
As
of the six months ended June 30, 2024, the Company had a loss of $ 909,746 ,
which consisted of a non-cash amount of $ 119,331
for a net cash loss of $ 790,415 . As
of June 30, 2024, its accumulated deficit was $ 177,042,331 . The Company has working capital to cover its’ operating expenses for the next eighteen months.
Management
believes the Company’s present cash flows will enable it to meet its obligations for eighteen months from the date of these financial
statements. Management will continue to assess it operational needs and seek additional financing as needed to fund its operations.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This
summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.
The condensed unaudited financial statements and notes are representations of the Company’s management, which is responsible for
their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial statements.
Revenue
Recognition
The
Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement
exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable
is reasonably assured. The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized
as performance obligations are satisfied and customers obtain control of goods or services. However, in the event of a loss on a sale
is foreseen, the Company will recognize the loss as it is determined. To date, the Company has not had significant revenues and is in
the development stage.
Cash
and Cash Equivalent
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Concentration
Risk
Cash
includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times
throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of June 30, 2024, the
cash balance in excess of the FDIC limits was $ 2,604,236 . The Company has not experienced any losses in such accounts and believes it
is not exposed to any significant credit risk in these accounts.
5
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these
financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative
liabilities and the fair value of stock options. Actual results could differ from those estimates.
Property
and Equipment
Property
and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:
SCHEDULE
OF PROPERTY AND EQUIPMENT
Computer equipment
5 Years
Machinery and equipment
10 Years
Depreciation
expense for the six months ended June 30, 2024 and 2023 were $ 542 and $ 542 , respectively.
Intangible
Assets
The
Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering
for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives
continue to be amortized over their useful lives (See Note 6).
SCHEDULE
OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES
Useful Lives
6/30/2024
6/30/2023
Patents
$ 45,336
$ 45,336
Less accumulated amortization
15 years
( 25,691 )
( 24,179 )
Intangible assets
$ 19,645
$ 21,157
Amortization
expense for the six months ended June 30, 2024 and 2023 was $ 1,512 and $ 1,511 , respectively.
Stock-Based
Compensation
The
Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.
All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during
which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation
expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted
is re-measured each period.
On
February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.091 . On September
29, 2021, the Company amended the exercise price to $ 0.028 per share. The options expire, and all rights to purchase the shares shall
terminate seven ( 7 ) years from the date of grant or termination of employment. Half of the 400,000,000 options vested immediately upon
grant , and the remaining half of the option to purchase 200,000,000 shares of the Company’s common stock shall become exercisable
in equal amounts over a twenty-four ( 24 ) month period during the term of the optionee’s employment, with the first installment
of 8,333,333 shares vesting on March 18, 2021. The 50,000,000 options are exercisable in equal amounts over a thirty-six ( 36 ) month period
during the term of the optionee’s employment, with the first installment of 1,388,889 shares, vesting on March 18, 2021. On April
12, 2022, the Company cancelled the 450,000,000 stock options dated February 18, 2021, and concurrently granted 450,000,000 new options
to its’ employees for services.
6
On
March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price
of $ 1,000 . The initial exercise date of the warrants is March 1, 2024 at an exercise price of $ 0.0255 per share, with a termination date
of March 1, 2029. As of June 30, 2024, no warrants were exercised.
On
March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services. The options vest at a rate of 138,889
options per month for a thirty-six ( 36 ) month period during the term of the optionee’s consultancy with the Company. As of June
30, 2024, the 5,000,000 stock options were outstanding.
On
April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of
$ 0.021 . The options expire, and all rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination
of employment. The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338
shares are exercisable in equal amounts over a ten ( 10 ) month period during the term of the optionee’s employment until the Option
is 100 % vested. The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554
shares are exercisable in equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s employment until
the Options is 100 % vested. On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled
as of June 11, 2023. As of June 30, 2024, the other 400,000,000 stock options remain outstanding.
On
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 June 30, 2024, 50,000,000 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 31, 2026. As of June 30,
2024, 5,000,000 stock options remain outstanding.
On
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 ,
and an expiration date of June 15, 2030. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive
Plan. The grant of the options was made in consideration of the services rendered and to be rendered by the employees to the Company.
The 100,000,000 options vest and are exercisable in four (4) separate tranches based on performance as follows: (a) Tranche I -12,500,000
shares shall become vested and exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission
(SEC) and it is declared effective by the SEC; (b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s
shares are traded on a national securities exchange; (c) Tranche III – 12,500,000 shares shall become vested and exercisable if
the average daily market value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days; and (d) Tranche
IV – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed
$200,000 per day over any 20 consecutive trade days. As of December 31, 2023, none of the performance milestones were met and the options
remain unvested. Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10)
percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000
per day. As of June 30, 2024, 100,000,000 shares remain outstanding .
Determining
the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life
of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated
the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven
(7) years from the date of grant or upon termination of employment. As of June 30, 2024, the aggregate total of 560,000,000 stock options
were outstanding.
7
Research
and Development
Research
and development costs are expensed as incurred. Total research and development costs were $ 177,878 and $ 25,000 for the six months ended
June 30, 2024 and 2023, respectively.
Advertising
and Marketing
The
Company expenses the cost of advertising and promotional materials when incurred. The advertising and marketing costs were $ 145,200 and
$ 15,849 for the six months ended June 30, 2024 and 2023, respectively.
Net
Earnings (Loss) per Share Calculations
Net
earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings
(loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings
(loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect
of stock options and stock-based awards (Note 5).
For
the six months ended June 30, 2024, 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.
For
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.
SCHEDULE OF NET EARNINGS PER SHARE
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2024
2023
2024
2023
Income (Loss) to common shareholders (Numerator)
$ ( 438,742 )
$ ( 661,618 )
$
( 909,746
)
$
( 2,293,118
)
Basic weighted average number of common shares outstanding (Denominator)
704,599,512
705,126,846
704,599,512
705,126,846
Diluted weight average number of common shares outstanding (Denominator)
704,599,512
705,126,846
704,599,512
705,126,846
Fair
Value of Financial Instruments
Fair
Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is
practicable to estimate that value. As of June 30, 2024, the amounts reported for cash, inventory, prepaid expenses, accounts payable,
and accrued expenses, approximate the fair value because of their short maturities.
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
●
Level
1, defined as observable inputs such as quoted prices for identical instruments in active markets;
8
●
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and
●
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
We
measure certain financial instruments at fair value on a recurring basis. As of June 30, 2024, there were no financial instruments to
report.
Reclassification
of Expenses
Certain
amounts in the 2023 financial statements have been reclassified to conform to the presentation used in the 2024 financial statements.
There was no material impact on any of the Company’s previously issued financial statements.
Recently
Issued Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect
on the accompanying condensed financial statements.
3.
PREFERRED STOCK
Preferred
Stock June 30, 2024 and 2023
As
of June 30, 2024, 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 . The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders
of common stock, except upon liquidation, dissolution and winding up of the Corporation. The holder has the right, at any time, at its
election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $ 0.0014 and has no voting rights.
The
preferred shares have been classified under mezzanine financing, a hybrid of debt and equity financing that gives a lender the right
to convert debt to an equity interest in a company in case of default, generally, after venture capital companies and other senior
lenders are paid.
4.
COMMON STOCK
Common
Stock June 30, 2024 and 2023
During
the six months ended June 30, 2024 and 2023, the Company did not issue any common stocks.
5.
STOCK OPTIONS AND WARRANTS
Stock
Options
During
the six months ended June 30, 2024 and 2023, the Company granted the following stock options in the amount of 0 , and 155,000,000 , respectively.
(See Note 2). Also, during the six months ended June 30, 2024 and 2023, 0 and 50,000,000 stock options expired, respectively.
SCHEDULE
OF STOCK OPTIONS
6/30/2024
6/30/2023
Number of Options
Weighted average exercise price
Number of Options
Weighted average exercise price
Outstanding as of the beginning of the periods
560,000,000
$ 0.0172
455,000,000
$ 0.0296
Granted
-
-
155,000,000
$ 0.0126
Exercised
-
-
-
-
Expired/Cancelled
-
-
( 50,000,000 )
$ ( 0.021 )
Outstanding as of the end of the periods
560,000,000
$ 0.0172
560,000,000
$ 0.0172
Exercisable as of the end of the periods
426,182,669
$ 0.0200
402,294,144
$ 0.0210
9
The
weighted average remaining contractual life of options outstanding as of June 30, 2024 and 2023 was as follows:
SCHEDULE
OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING
6/30/2024
6/30/2023
Exercisable Price
Stock Options Outstanding
Stock Options Exercisable
Weighted Average Remaining Contractual Life (years)
Exercisable Price
Stock Options Outstanding
Stock Options Exercisable
Weighted Average Remaining Contractual Life (years)
$ 0.0137
50,000,000
20,556,024
5.72
$ 0.0137
50,000,000
-
6.72
$ 0.0126
5,000,000
1,803,653
8.93
$ 0.0126
5,000,000
138,893
9.93
$ 0.0121
100,000,000
-
5.96
$ 0.0121
100,000,000
-
6.96
$ 0.0223
5,000,000
3,822,993
7.71
$ 0.0223
5,000,000
2,155,251
8.71
$ 0.0210
400,000,000
400,000,000
4.79
$ 0.0210
400,000,000
423,219,020
5.79
560,000,000
426,182,669
505,000,000
401,739,726
Determining
the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life
of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated
the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven
( 7 ) year0s from the date of grant or upon termination of employment. As of June 30, 2024, the aggregate total of 560,000,000 stock options
were outstanding.
The
stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2024 and 2023, were $ 119,331
and $ 1,872,723 , respectively.
As
of June 30, 2024, there was no intrinsic value with regards to the outstanding options.
Warrants
As
of June 30, 2024, the Company issued no common stock purchase warrants during the six months ended June 30, 2024.
As
of June 30, 2024 and 2023, the outstanding common stock purchase warrants were as follows:
SCHEDULE
OF WARRANTS ACTIVITY
6/30/2024
6/30/2023
Number of Options
Weighted average
exercise price
Number of Options
Weighted average
exercise price
Outstanding as of the beginning of the periods
228,958,334
$ 0.0483
228,958,334
$ 0.0483
Granted
-
-
-
-
Purchased
-
-
-
-
Outstanding as of the end of the periods
228,958,334
$ 0.0483
228,958,334
$ 0.0483
Exercisable as of the end of the periods
228,958,334
228,958,334
10
The
weighted average remaining contractual life of the warrants outstanding as of June 30, 2024 was as follows:
SCHEDULE
OF WARRANTS OUTSTANDING
6/30/2024
Exercisable Price
Common Stock Purchase Warrants Outstanding
Common Stock Purchase Warrants Exercisable
Weighted Average Remaining
Contractual Life (years)
$ 0.0255
5,000,000
5,000,000
2.71
$ 0.04
125,000,000
125,000,000
1.77
$ 0.05
9,375,000
9,375,000
1.76
$ 0.06
83,333,334
83,333,334
2.08
$ 0.075
6,250,000
6,250,000
2.08
228,958,334
228,958,334
There
was no warrant compensation recognized as of June 30, 2024.
6. INTANGIBLE ASSETS
The Company’s acquired intangible assets at
June 30, 2024 and December 31, 2023 consisted of the following:
SCHEDULE OF ACQUIRED INTANGIBLE ASSETS
June 30, 2024
Weighted
Average
Amortization
Period (years)
Cost
Accumulated amortization
Net carrying value
Patents
8.17 – 13.20
$ 45,336
$ 25,691
$ 19,645
December 31, 2023
Weighted
Average
Amortization
Period (years)
Cost
Accumulated amortization
Net carrying value
Patents
7.67
– 12.70
$ 45,336
$ 24,179
$ 21,157
Estimated future amortization expense for the Company’s
intangible assets at June 30, 2024 as follows:
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE
Year ending December 31,
Remainder of 2024
$ 1,511
2025
3,022
2026
3,022
2027
3,022
Thereafter
9,068
Total
$ 19,645
7.
COMMITMENTS AND CONTINGENCIES
Office
Rental
The
Company rents office space on a yearly basis with a monthly rent payment in the amount of $ 550 .
Consultant
Agreement
On
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. 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.
Research
Agreement
On
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
University. 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. The contract is from August 1, 2023
through May 1, 2025. As of June 30, 2024, the University was paid $ 355,756 for work performed through June 30, 2024, leaving the balance
of the work to be performed on the contract of $ 360,570 .
Legal
In
the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising. Such matters are subject
to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Company’s financial position or results of operations.
As
of June 30, 2024, there were no legal proceedings against the Company.
8.
SUBSEQUENT EVENT
Management
has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report.
11
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.