What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-13 · 229 added, 192 removed, 387 unchanged (52% of the section changed)

1 unchanged sentence

BALANCE SHEETS

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

December 31, 2024

1 unchanged sentence

Prepaid expenses, other

Deferred offering cost

TOTAL CURRENT ASSETS

10 unchanged sentences

COMMITMENTS AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred Stock, 34,461 and 34,853 shares outstanding,

respectively, redeemable value of $ 3,446,113 and $ 3,485,313 , respectively

Series C Convertible Preferred Stock, 34,461 and 34,853 shares outstanding, respectively, redeemable

value of $ 3,446,113 and $ 3,485,313 , respectively

SHAREHOLDERS’ EQUITY (DEFICIT)

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Statements of Operations

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

OPERATING EXPENSES

6 unchanged sentences

( 1,582,324 )

( 1,351,578 )

OTHER INCOME/(EXPENSES)

11 unchanged sentences

Statement of Shareholders’ Deficit

SIX MONTHS ENDED JUNE 30, 2025

NINE MONTHS ENDED SEPTEMBER 30, 2025

Preferred Stock

8 unchanged sentences

( 1,784,321 )

Issuance of common shares for equity financing cost

Reclass adjustment for mezzanine

Issuance of common shares for commitment fees

Reclass adjustment to mezzanine

Stock compensation cost

2 unchanged sentences

( 2,277,674 )

Issuance of common stock through equity financing

Stock compensation cost

Balance at September 30, 2025 (unaudited)

$ 177,340,366

SIX MONTHS ENDED JUNE 30, 2024

$ ( 179,524,441 )

$ ( 2,111,010 )

NINE MONTHS ENDED SEPTEMBER 30, 2024

Preferred Stock

5 unchanged sentences

( 176,603,589 )

Stock and warrant compensation cost

2 unchanged sentences

( 177,041,027 )

Stock and warrant compensation cost

$ ( 438,741 )

Balance at September 30, 2024 (unaudited)

$ 176,453,539

1 unchanged sentence

$ ( 955,769 )

$ 176,453,539

$ ( 177,479,768 )

$ ( 955,769 )

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

Statements of Cash Flows

June 30, 2025

June 30, 2024

Six Months Ended

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

$ ( 1,347,183 )

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

Depreciation and amortization expense

6 unchanged sentences

( 1,413,695 )

( 1,189,145 )

NET CASH FLOWS FROM INVESTING ACTIVITIES

CASH PROVIDED BY FINANCING ACTIVITIES

Common shares issued through an equity financing agreement

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

6 unchanged sentences

Adjustment to mezzanine

Equity financing cost

Issuance of common shares for commitment fees

Equity commitment fees

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

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Basis of Presentation

BASIS OF PRESENTATION

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

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been included.

Operating results for the six months ended June 30, 2025, are not necessarily indicative of the results that may be expected

for the year ending December 31, 2025.

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

Company’s Form 10-K for December 31, 2024.

Operating results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may

be expected for the year ending December 31, 2025.

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

in the Company’s Form 10-K for December 31, 2024.

accompanying financial statements have been prepared in conformity with U.S.

6 unchanged sentences

things, achieving a level of profitable operations and receiving additional cash infusions.

During the six months ended June 30, 2025,

the Company obtained funds from the issuance of convertible note agreements.

Management believes this funding will continue from its’

current investors and from new investors.

Management believes the existing shareholders, and the prospective new investors will provide

the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are

satisfactory to the Company.

Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations,

in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.

of the six months ended June 30, 2025, the Company had a loss of $ 1,099,798 , which consisted of a non-cash amount of $ 116,527 for a net

cash loss of $ 983,272 .

As of June 30, 2025, its accumulated deficit was $ 179,042,345 .

The Company has working capital to cover its’

operating expenses for the next six months.

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

During the nine months ended September 30,

2025, the Company obtained funds from the issuance of common shares through our equity financing agreement with GHS Investments, LLC

Management believes that it will continue to receive funding from its’ current investors and from new investors.

Management believes the existing shareholders, and the prospective new investors will provide the additional cash needed to meet the

Company’s obligations as they become due and will allow the development of its core business operations.

No assurance can be given

that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company.

the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing

or cause substantial dilution for our stockholders, in case of equity financing.

of the nine months ended September 30, 2025, the Company had a loss of $ 1,581,894 , which consisted of a non-cash amount of $ 179,842 for

a net cash loss of $ 1,402,052 .

As of September 30, 2025, its accumulated deficit was $ 179,524,441 .

The Company has working capital to

cover its’ operating expenses for the next nine months.

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

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

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

As of June 30, 2025, the

cash balance in excess of the FDIC limits was $ 850,906 .

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, 2025,

the cash balance in excess of the FDIC limits was $ 1,056,271 .

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

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Machinery and equipment

expense for the six months ended June 30, 2025 and 2024, were $ 130 and $ 542 , respectively.

expense for the nine months ended September 30, 2025 and 2024, were $ 195 and $ 813 , respectively.

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

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Intangible assets

expense for the six months ended June 30, 2025 and 2024 was $ 1,511 and $ 1,512 , respectively.

expense for the nine months ended September 30, 2025 and 2024, 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.

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

The initial exercise date of the warrant 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, 2025, no warrants were exercised.

The initial exercise date of the warrant is March 1, 2024, at an exercise price of $ 0.0255 per share, with a termination date

of March 1, 2029.

As of September 30, 2025, no warrants were exercised.

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, 2025, the 5,000,000 stock options vested on March 12, 2025, with an expiration date of March 15, 2032.

April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of

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, 2025, the remaining 400,000,000 stock options have vested.

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, 2025, there were 32,181,971 options vested, with

a remaining 17,818,029 options to vest.

The options expire, and all rights to purchase the shares of common stock 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 September 30, 2025, the remaining 400,000,000 stock options have vested.

March 20, 2023, the Company granted 50,000,000 stock options, to purchase shares of the Company’s common stock at an exercise price

of $ 0.0137 per share.

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan.

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 fully vested.

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

As of September 30, 2025,

there were 36,057,287 options vested, with a remaining 13,942,713 options to vest.

The options expire on March 19, 2030.

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.

May 9, 2023, the Company granted 5,000,000 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,

2025, 3,472,232 options vested, with 1,527,768 options remain outstanding.

As of September 30, 2025,

there were 3,892,323 options vested, with a remaining 1,107,677 options to vest.

The options expire on May 31, 2033 .

2 unchanged sentences

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive

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:

The grant of the options was made in consideration of services rendered and to be rendered by the employees to the Company.

100,000,000 stock options vest and are exercisable in four (4) separate tranches based on performance as follows:

(a) Tranche I -12,500,000

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$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

As of June 30, 2025, 100,000,000 options remain outstanding.

The options expire on June 15, 2030 .

December 9, 2024, the Company entered into an agreement with a consultant to provide an advisory service in developing technology and

products to produce green hydrogen.

The Company granted 2,500,000 common stock options, which vest starting January 1, 2025.

As of September 30, 2025, Tranche III of the performance milestones were met and

the 25,000,000 options were vested.

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 September 30, 2025, 100,000,000 options remain outstanding, but none have vested.

The options expire

on June 15, 2030 .

December 9, 2024, the Company entered into an agreement with a consultant to provide advisory services in developing technology and products

to produce green hydrogen.

The Company granted 2,500,000 stock options, which vest starting January 1, 2025.

The options vest at a rate

of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company.

The remaining 69,460 options will be vested

at the end of the thirty-sixth (36th) month.

The agreement will continue on a month-to-month basis until terminated at the earlier of:

(i) 36 months from the date of the agreement, or (ii) any time by either party with a 5-day written notice from one party to the other.

As of September 30, 2025, there were 624,998 options vested, and 1,875,002 options not yet vested.

The options expire on December 1,

May 1, 2025, the Company entered into an agreement with a consultant to provide technology services to the Company in developing technology

and products to produce green hydrogen.

The Company granted 2,500,000 common stock options, which vest starting May 1, 2025.

vest at a rate of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company.

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to the other.

As of June 30, 2025, there were 416,664 options vested, and 2,083,336 options not yet vested.

The options expire on December

May 1, 2025, the Company entered into an agreement with a consultant to provide a technology service in developing technology and products

to produce green hydrogen.

The Company granted 2,500,000 common stock options, which vest starting May 1, 2025.

The options vest at a

rate of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company.

The remaining 69,460 options will

be vested at the end of the thirty-sixth (36th) month.

The agreement will continue on a month-to-month basis until terminated at the

(i) 36 months from the date of the agreement, or (ii) any time by either party with a 5-day written notice from one party

to the other.

As of June 30, 2025, there were 69,444 options vested, and 2,430,540 options not yet vested.

The options expire on May

As of September 30, 2025, there were 349,315 options vested, and 2,150,685 options not yet vested.

The options expire on

May 1, 2035 .

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

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

As of June 30, 2025, the aggregate total of 562,500,000 stock options

were outstanding.

As of September 30, 2025, the aggregate total of 565,000,000 stock

options were outstanding.

Stock compensation expense recognized for the period was $ 179,842 .

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and development costs are expensed as incurred.

Total research and development costs were $ 249,385 and $ 177,878 for the six months ended

June 30, 2025 and 2024, respectively.

Total research and development costs were $ 354,074 and $ 268,021 for the nine months ended

September 30, 2025 and 2024, respectively.

and Marketing

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The advertising and marketing costs were $ 296,034 and

$ 145,200 for the six months ended June 30, 2025 and 2024, respectively.

$ 228,739 for the nine months ended September 30, 2025 and 2024, respectively.

Earnings (Loss) per Share Calculations

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of stock options and stock-based awards (Note 5).

the six months ended June 30, 2025 and 2024, the Company has not included shares issuable from 565,000,000 stock options and 228,958,334

the nine months ended September 30, 2025 and 2024, the Company has not included shares issuable from 565,000,000 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)

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practicable to estimate that value.

As of June 30, 2025, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

As of September 30, 2025, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

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

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

As of June 30, 2025, there were no financial instruments to

As of September 30, 2025, there were no financial instruments

in Stockholder’s Equity

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PREFERRED STOCK

Stock June 30, 2025 and 2024

of June 30, 2025, the Company had a total of 34,461 shares of Series C Preferred Stock outstanding with a fair value of $ 3,446,113 , 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, 2025 and 2024

of September 30, 2025, the Company had a total of 34,461 shares of Series C Preferred Stock outstanding with a fair value of $ 3,446,113 ,

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.

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to convert debt to an equity interest in a company in case of default, generally, after venture capital companies and other senior lenders

Stock June 30, 2025 and 2024

May 2, 2025, the Company issued 803,536 shares of common stock for commitment fees paid for the equity financing during the period.

Stock September 30, 2025 and 2024

the quarter ended September 30, 2025, the Company issued an aggregate of 25,245,680

shares of common stock for $ 615.445 , related to the equity financing agreement.

(See Note 7) .

May 2, 2025, the Company issued 803,536 shares of common stock for equity commitment fees in the amount of $ 30,000 during the period.

STOCK OPTIONS AND WARRANTS

the six months ended June 30, 2025, there were 2,500,000 stock options granted by the Company.

the nine months ended September 30, 2025, there were 2,500,000 stock options granted by the Company.

(See Note 2).

Also, during the six months

ended June 30, 2025 and 2024, no stock options expired.

Also, during the nine

months ended September 30, 2025, no stock options expired.

SCHEDULE OF STOCK OPTIONS

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Exercisable as of the end of the periods

weighted average remaining contractual life of options outstanding as of June 30, 2025 and 2024 was as follows:

weighted average remaining contractual life of options outstanding as of September 30, 2025 and 2024 was as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

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seven ( 7 ) and ( 10 ) years from the date of grant or upon termination of employment.

As of June 30, 2025, the aggregate total of 565,000,000

As of September 30, 2025, the aggregate total of 565,000,000

stock options were outstanding.

stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2025 and 2024, were $ 116,527

and $ 119,331 , respectively.

of June 30, 2025, there was no intrinsic value with regards to the outstanding options.

the six months ended June 30, 2025, the Company issued no common stock purchase warrants.

of June 30, 2025 and 2024, the outstanding common stock purchase warrants were as follows:

stock-based compensation expense recognized in the statement of operations during the nine months ended September 30, 2025 and 2024,

were $ 179,842 and $ 174,275 , respectively.

of September 30, 2025, there was no intrinsic value with regards to the outstanding options.

the nine months ended September 30, 2025, the Company issued no common stock purchase warrants.

of September 30, 2025 and 2024, the outstanding common stock purchase warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

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Exercisable as of the end of the periods

weighted average remaining contractual life of the warrants outstanding as of June 30, 2025 was as follows:

weighted average remaining contractual life of the warrants outstanding as of September 30, 2025 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

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Contractual Life (years)

was no warrant compensation recognized as of June 30, 2025.

was no warrant compensation recognized as of September 30, 2025.

INTANGIBLE ASSETS

Company’s acquired intangible assets at June 30, 2025 and December 31, 2024 consisted of the following:

Company’s acquired intangible assets as of September 30, 2025 and December 31, 2024 consisted of the following:

SCHEDULE OF ACQUIRED INTANGIBLE ASSETS

June 30, 2025

Period (years)

Accumulated amortization

Net carrying value

June 30, 2025

September 30, 2025

Period (years)

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Period (years)

future amortization expense for the Company’s intangible assets at June 30, 2025 as follows:

future amortization expense for the Company’s intangible assets at September 30, 2025 as follows:

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

Period ending June 30,

2025 six months remaining

Period ending September 30,

2025 three months remaining

EQUITY FINANCING AGREEMENT

May 2, 2025, the Company entered into an equity financing agreement, whereby the investor shall vest up to three million dollars ($ 3,000,000 )

the (“Commitment Amount”), over the course of twenty-four (24) months immediately following the effective date (“Contract

Period”) to purchase the Company’s common stock with a par value of $ 0.0001 per share the (“Common Stock”).

investor can purchase shares equaling one hundred twelve and one half percent (112%) of the Put amount (the “Put Shares).

May 2, 2025, the Company entered into an equity financing agreement with GHS pursuant to which GHS has agreed to provide up to three

million dollars ($ 3,000,000 ) upon effectiveness of a registration statement on Form S-1.

Following effectiveness of the registration

statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based

on the investment amount specified in each put notice.

The maximum amount that the Company shall be entitled to put to GHS in each put

notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the Company’s common stock

during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company.

Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of

the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s

outstanding common stock.

The price of each put share shall be equal to ninety-two- and one-half percent (92.5%) of the lowest traded

price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is

delivered to GHS and one hundred twelve and one-half percent (112.5%) of the put amount shall be delivered in shares in each particular

No put will be made in an amount greater than $ 500,000 .

Puts may be delivered by the Company to GHS until the earlier of twenty-four

(24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of

$ 3,000,000 worth of put shares.

The Company filed the registration statement with the SEC on May 19, 2025, which was declared effective

on May 30, 2025.

During the period ended September 30, 2025, the Company issued 25,245,680 shares of common stock, at purchase prices

between $ 0.0195689 – 0.031080 for a fair value of $ 585,445 , less the $ 30,000 commitment fee.

Agreement is accounted for under ASC 815-40 standard for equity instruments, including common shares issued through an equity finance

This standard provides guidance on the recognition and measurement of equity instruments, including the accounting for equity

finance cost.

May 2, 2025, the Company issued 803,536

common shares for equity financing cost at an exercise price of $ 0.037335

shares of common stock to GHS in connection with its equity financing at a price of $ 0.037335

per share for a total of $ 30,000

The accounting of equity financing cost are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the

equity transaction that otherwise would have been avoided.

This accounting treatment recognizes that these costs provide future economic

benefits to the Company and must be amortized.

The amortization process ensures that the cost is spread over the period during which the

Company benefits from the funds raised.

in consideration.

The equity financing cost is accounted for as a deduction from equity to the extent it is incremental costs

directly attributable to the equity transaction that otherwise would have been avoided.

This accounting treatment recognizes that

these costs provide future economic benefits to the Company.

July 17, 2025, the Company issued 11,616,962 shares of common stock through its equity financing agreement and received $ 298,770 less

legal and clearing fees of $ 15,482 for a total of $ 314,252 .

August 6, 2025, the Company issued 4,770,259 shares of common stock through its equity financing agreement and received $ 145,604 less

clearing fees of $ 2,656 for a total of $ 148,260 .

September 3, 2025, the Company issued 5,499,766 shares of common stock through its equity financing agreement and received $ 108,546 less

clearing fees of $ 2,244 for a total of $ 110,709 .

September 18, 2025, the Company issued 3,358,693 shares of common stock through its equity financing agreement and received $ 62,861 less

clearing fees of $ 2,865 for a total of $ 65,726 .

SEGMENT INFORMATION

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Company defines Adjusted EBITDA as income from operations, determined in accordance with GAAP, excluding the following:

and amortization of property and equipment;

of acquired intangible assets;

depreciation and amortization of property and equipment;

amortization of acquired intangible assets;

SEGMENT INFORMATION (Continue)

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table below provides the Company’s Net loss, Operating Expenses, Other Income, and a reconciliation of Income/Loss to Adjusted

EBITDA for the six months ended June 30, 2025 and 2024 (in thousands):

EBITDA for the nine months ended September 30, 2025 and 2024:

SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITDA

Six Months Ended

Nine Months Ended

SEGMENT INFORMATION

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

LESS OPERATING EXPENSES

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( 1,579,862 )

( 1,348,498 )

Depreciation and amortization

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COMMITMENTS AND CONTINGENCIES

Company rents office space on a yearly basis with a monthly rent payment in the amount of $ 550 .

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.

Company rents office space on a month to month basis with a monthly rent payment in the amount of $550.

May 30, 2023, the Company entered into an amendment (the “May 2023 Amendment”) to an advisory agreement dated March 15, 2022

entered into with a consultant for general business consulting services to the Company, including but not limited to technology, business

development, and product development services.

In connection with the advisory agreement, the Company granted the consultant 5,000,000

stock options, vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months of consecutive service to the Company.

2023 Agreement provided for cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company

in lieu of a fixed monthly fee.

The May 2023 Amendment became effective on June 15, 2023, and will continue on a month-to-month basis

until terminated at the earlier of March 15, 2025, or at any time by either party upon a 5-day written notice to the other party.

March 15, 2025, the parties entered into a second amendment to extend the term of the advisory agreement to March 15, 2028.

the amendments described above, the provisions of the advisory agreement dated March 15, 2022, shall remain effective.

December 17, 2024, the Company entered into an agreement with a consultant to provide laboratory support for the development of technology

4 unchanged sentences

written notice from one party to the other.

April 15, 2025, the Company entered into an agreement with a consultant to provide services to the Company regarding various aspects

of its technology, including but not limited to technology development and business development as Chief Technology Officer.

April 15, 2025, the Company entered into an agreement with a consultant to provide general business services to the Company, including

but not limited to technology development and business development services as the Company’s Chief Technology Officer.

The consultant

4 unchanged sentences

Company which will vest over a thirty-six ( 36 ) month period.

May 1, 2025, the Company entered into an agreement with the Regents of the University of California, to obtain an exclusivity option

on the patent jointly filed by UCSB and the Company for the duration of 12 months.

May 1, 2025, the Company entered into an option agreement with the Regents of the University of California (the “Regents”),

to obtain an exclusive option to utilize certain patent rights and solely for the purpose of providing the Company with additional time

to evaluate certain inventions to determine its interest in pursuing an exclusive license to the Regents’ interest in certain patent

The option expires on July 31, 2026.

As partial consideration for the option, the Company paid the Regents an option execution

fee of $ 20,000

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.

As of the period ended June 30, 2025,

the University was paid, the remainder of the agreement in the amount of $ 449,510 .

The agreement in the amount of $ 716,326 was paid in

benefit both the University and the Company, as Sponsor, and that is consistent with the research and educational objectives of the University.

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

The agreement shall be performed on a cost-reimbursement

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

perform additional work thereunder unless by mutual agreement of both parties.

As of September 30, 2025, the Company paid an aggregate

of $ 716,326 to the University which is the maximum payment under the Agreement.

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising.

3 unchanged sentences

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

of June 30, 2025, there were no legal proceedings against the Company.

of September 30, 2025, there were no legal proceedings against the Company.

SUBSEQUENT EVENT

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has the following subsequent events to report:

July 17, 2025, the Company issued 11,616,962 free trading shares to GHS Investments and received $ 298,769 less legal expense of $ 10,000

and clearing fees of $ 5,482 for a total of $ 314,252 .

The Company previously entered into an equity financing agreement with GHS Investments

on May 2, 2025.

On August 6, 2025, the Company issued 4,770,259 free trading shares to GHS Investments and received $ 145,604 less

clearing fees of $ 2,656 for a total of $ 148,260 .

The Company previously entered into an equity financing agreement with GHS Investments

on May 2, 2025.

October 8, 2025, the Company issued 6,034,628 free trading shares to GHS Investments and received $ 96,226 less clearing fees of $ 3,010

for a total of $ 99,236 .

Also, on October 29, 2025, the Company issued 22,535,036 free trading shares to GHS Investments and received

$ 434,402 less clearing fees of $ 1,025 for a total of $ 435,427 .

shares were issued pursuant to the equity financing agreement entered into with GHS Investments on May 2, 2025.

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