What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-25 compared with 2024-03-20 · 22 added, 58 removed, 19 unchanged (81% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

common stock is quoted on the OTC Pink maintained by the OTC Markets Group, Inc.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on

the OTC Pink maintained by the OTC Markets Group, Inc.

under the ticker symbol “NEWH”.

are authorized to issue 6,000,000,000 shares of common stock, $0.0001 par value per share.

authorized to issue 6,000,000,000 shares of common stock, $0.0001 par value per share.

of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.

15 unchanged sentences

pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company’s common stock.

of March 15, 2024, our common stock was held by 87 stockholders of record and we had 704,599,512 shares of common stock issued and outstanding.

We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant portion

of our outstanding common stock is held of record in broker street names for the benefit of individual investors.

have never declared or paid any cash dividends on our common stock.

We do not anticipate paying any cash dividends to stockholders in

the foreseeable future.

In addition, any future determination to pay cash dividends will be at the discretion of the board of directors

and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the board

of directors deem relevant.

As of March 13, 2025, our common

stock was held by 87 stockholders of record and we had 704,599,512 shares of common stock issued and outstanding.

We believe that the

number of beneficial owners is substantially greater than the number of record holders because a significant portion of our outstanding

common stock is held of record in broker street names for the benefit of individual investors.

Dividend Policy

We have never declared or paid

any cash dividends on our common stock.

We do not anticipate paying any cash dividends to stockholders in the foreseeable future.

addition, any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon

our financial condition, results of operations, capital requirements, and such other factors as the board of directors deem relevant.

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Company’s registrar and transfer agent is Clear Trust, LLC, 16540 Pointe Village Dr, Suite 210 Lutz, Florida 33558.

Compensation Plan

April 11, 2022, the Company’s Board of directors adopted the NewHydrogen, Inc.

2022 Equity Incentive Plan (the “Plan”).

The stated purposes of the Plan are to (a) enable the Company, to attract and retain the types of employees, consultants and directors

who will contribute to the Company’s long range success;

(b) provide incentives that align the interests of Employees, Consultants

and Directors with those of the stockholders of the Company;

and (c) promote the success of the Company’s business.

maximum number of shares of common stock initially available for issuance under the Plan is 500,000,000 shares of common stock and thereafter

shall automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares

issuable under the Plan shall at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first

day of the Company’s fiscal year, unless the Company’s Board of Directors adopts a resolution providing that the number of

shares issuable under the 2022 Plan shall not be so increased.

The shares of common stock subject to stock awards granted under the Plan

that are canceled, forfeited or expire prior to exercise, either in full or in part, shall again become available for issuance under

the 2022 Plan.

Shares subject to a stock award under the Plan shall not again be made available for issuance or delivery under the Plan

if such shares are (a) shares tendered in payment of an option or (b) shares delivered or withheld by the Company to satisfy any tax

withholding obligation.

the event of a change in control, the Company may, but shall not be obligated to:

(a) accelerate, vest or cause the restrictions to lapse

with respect to all or any portion of any stock award;

(b) cancel stock awards and cause to be paid to the holders of vested stock awards

the value of such stock awards, if any, as determined by the Company, in its sole discretion, it being understood that in the case of

any option with an option exercise price that equals or exceeds the price paid for a share of common stock in connection with the change

in control, the Company may cancel the option without the payment of consideration therefor;

stock awards or the assumption or replacement of such stock awards;

or (d) provide written notice to the holders that for a period of

at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares

of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and

be of no further force and effect.

Board may suspend or terminate the Plan at any time.

The Plan is scheduled to terminate automatically in ten (10) years following the

effective date.

No rights may be granted under the Plan while the Plan is suspended or after it is terminated.

The Board may amend or

modify the Plan at any time.

To the extent required by applicable law or regulation, and except as otherwise provided in the Plan, stockholder

approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the Plan,

(b) materially expands the class of individuals eligible to receive stock awards under the Plan, (c) materially increases the benefits

accruing to the participants under the Plan or materially reduces the price at which shares of common stock may be issued or purchased

under the Plan, (d) materially extends the term of the Plan, or (e) expands the types of awards available for issuance under the Plan.

Sales of Equity Securities

Purchases of Equity Securities

Transfer Agent

The Company’s registrar

and transfer agent is Clear Trust, LLC, 16540 Pointe Village Dr, Suite 210 Lutz, Florida 33558.

Unregistered Sales of Equity Securities

Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

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-K

Item 5. Market for Registrant’s Common Equity