NewHydrogen, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS NEWHYDROGEN, INC. CONDENSED BALANCE SHEETS Three Months Ended Year Ended March 31, 2025 December 31, 2024 (Unaudited) ASSETS CURRENT ASSETS Cash $ 1,611,709 $ 2,104,521 Prepaid expenses 44,161 5,761 TOTAL CURRENT ASSETS 1,655,870 2,110,282 PROPERTY AND EQUIPMENT Machinery and equipment 37,225 37,225 Less accumulated depreciation ( 36,792 ) ( 36,727 ) NET PROPERTY AND EQUIPMENT 433 498 OTHER ASSETS Patents, net of amortization of $ 27,957 and $ 24,935 respectively 17,379 18,135 Deposit 770 770 TOTAL OTHER ASSETS 18,149 18,905 TOTAL ASSETS $ 1,674,452 $ 2,129,685 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and other payable $ 12,660 $ 7,975 TOTAL CURRENT LIABILITIES 12,660 7,975 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 3,446,113 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 176,563,860 176,508,484 Accumulated deficit ( 178,418,641 ) ( 177,942,547 ) TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) ( 1,784,321 ) ( 1,363,603 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,674,452 $ 2,129,685 The accompanying notes are an integral part of these unaudited condensed financial statements. 1 NEWHYDROGEN, INC. Condensed Statements of Operations FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited) March 31, 2025 March 31, 2024 Three Months Ended March 31, 2025 March 31, 2024 REVENUE $ - $ - OPERATING EXPENSES Selling and marketing expenses 106,479 74,971 General and administrative expenses 267,453 306,404 Research and development 101,518 88,939 Depreciation and amortization 821 1,027 TOTAL OPERATING EXPENSES 476,271 471,341 LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) ( 476,271 ) ( 471,341 ) OTHER INCOME/(EXPENSES) Interest income 177 337 TOTAL OTHER INCOME (EXPENSES) 177 337 NET INCOME (LOSS) $ ( 476,094 ) $ ( 471,004 ) BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ ( 0.00 ) $ ( 0.00 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 704,599,512 704,599,512 The accompanying notes are an integral part of these unaudited condensed financial statements. 2 NEWHYDROGEN, INC. Condensed Statement of Shareholders’ Deficit FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Mezzanine Shares Amount Shares Amount Capital Deficit Total THREE MONTHS ENDED MARCH 31, 2025 Preferred Stock Common Stock Additional Paid-in Accumulated Mezzanine Shares Amount Shares Amount Capital Deficit Total Balance at December 31, 2024 $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,508,484 $ ( 177,942,547 ) $ ( 1,363,603 ) Stock compensation cost - - - - - 55,376 - 55,376 Adjustment to mezzanine ( 39,200 ) - - - - - 0 Net Loss - - - - - - ( 476,094 ) ( 476,094 ) Balance at March 31, 2025 (unaudited) $ 3,446,113 - $ - 704,599,512 $ 70,460 $ 176,563,860 $ ( 178,418,641 ) $ ( 1,784,321 ) THREE MONTHS ENDED MARCH 31, 2024 Preferred Stock Common Stock Additional Paid-in Accumulated Mezzanine Shares Amount 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 Balance $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,279,264 $ ( 176,132,585 ) $ 217,139 Stock and warrant 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 ) Balance $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,355,551 $ ( 176,603,589 ) $ ( 177,578 ) The accompanying notes are an integral part of these unaudited condensed financial statements. 3 NEWHYDROGEN, INC. Condensed Statements of Cash Flows FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited) March 31, 2025 March 31, 2024 Three Months Ended March 31, 2025 March 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ ( 476,094 ) $ ( 471,004 ) Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities Depreciation and amortization expense 821 1,027 Change in mezzanine ( 39,200 ) - Non-cash stock compensation expense 55,376 76,287 (Increase) Decrease in Changes in Assets Prepaid expenses ( 38,400 ) ( 38,401 ) Increase (Decrease) in Changes in Liabilities Accounts payable 4,685 686 NET CASH USED IN OPERATING ACTIVITIES ( 492,812 ) ( 431,405 ) NET CASH FLOWS FROM INVESTING ACTIVITIES - - NET CASH PROVIDED BY FINANCING ACTIVITIES - - NET DECREASE IN CASH ( 492,812 ) ( 431,405 ) CASH, BEGINNING OF PERIOD $ 2,104,521 $ 3,678,441 CASH, END OF PERIOD $ 1,611,709 $ 3,247,036 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ - $ 337 Taxes paid $ - $ - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Mezzanine adjustment $ - $ - The accompanying notes are an integral part of these unaudited condensed financial statements. 4 NEWHYDROGEN, INC. CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 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 three months ended March 31, 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. Going Concern As of the three months ended March 31, 2025, the Company had a loss of $ 476,094 , which consisted of a non-cash amount of $ 55,376 for a net cash loss of $ 381,518 . As of March 31, 2025, its accumulated deficit was $ 178,418,641 . The Company has working capital to cover its’ operating expenses for the next twelve months. Management believes the Company’s present cash flows will enable it to meet its obligations for nine 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. 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 March 31, 2025, the cash balance in excess of the FDIC limits was $ 1,361,709 . 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 three months ended March 31, 2025 and 2024, were $ 65 and $ 271 , 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 3/31/2025 3/31/2024 Patents 15 years $ 45,336 $ 45,336 Less accumulated amortization ( 27,957 ) ( 24,935 ) Intangible assets $ 17,379 $ 20,401 Amortization expense for the three months ended March 31, 2025 and 2024 was $ 756 and $ 756 , 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. 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 March 31, 2025, no warrants were exercised. 6 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 March 31, 2025, 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 March 31, 2025, the 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 March 31, 2025, 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 March 31, 2025, 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 March 31, 2025, 100,000,000 shares remain outstanding. On December 9, 2024, the Company entered into an agreement with a consultant to provide an advisory service in developing technology and products for the production of green hydrogen. The Company granted 2,500,000 common 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 March 31, 2025, there were 205,479 options vested. 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 March 31, 2025, the aggregate total of 562,500,000 stock options were outstanding. Stock compensation expense recognized for the period was $ 55,376 . Research and Development Research and development costs are expensed as incurred. Total research and development costs were $ 101,518 and $ 88,939 for the three months ended March 31, 2025 and 2024, respectively. 7 Advertising and Marketing The Company expenses the cost of advertising and promotional materials when incurred. The advertising and marketing costs were $ 106,479 and $ 74,971 for the three months ended March 31, 2025 and 2024, 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 three months ended March 31, 2025 and 2024, the Company has not included shares issuable from 562,500,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive. SCHEDULE OF NET EARNINGS PER SHARE 2025 2024 For the Three Months Ended March 31, 2025 2024 Income (Loss) to common shareholders (Numerator) $ ( 476,094 ) $ ( 471,004 ) Basic weighted average number of common shares outstanding (Denominator) 704,599,512 704,599,512 Diluted weight average number of common shares outstanding (Denominator) 704,599,512 704,599,512 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 March 31, 2025, 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; ● 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. 8 We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2025, there were no financial instruments to report. Change in Stockholder’s Equity A change in mezzanine was reclassified and accounted for in the income statement in the current period. Reclassification of Expenses Certain amounts in the 2024 financial statements have been reclassified to conform to the presentation used in the 2025 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 March 31, 2025 and 2024 As of March 31, 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. 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 March 31, 2025 and 2024 As of March 31, 2025 and 2024, the Company did not issue any common stocks during the periods. 5. STOCK OPTIONS AND WARRANTS Stock Options As of March 31, 2025 and 2024, there were no stock options granted by the Company. (See Note 2). Also, during the three months ended March 31, 2025 and 2024, no stock options expired. SCHEDULE OF STOCK OPTIONS 3/31/2025 3/31/2024 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 562,500,000 $ 0.0172 560,000,000 $ 0.0172 Granted - - - - Exercised - - - - Expired/Cancelled - - - - Outstanding as of the end of the periods 562,500,000 $ 0.0172 560,000,000 $ 0.0172 Exercisable as of the end of the periods 436,202,660 $ 0.0196 421,388,889 $ 0.0202 9 The weighted average remaining contractual life of options outstanding as of March 31, 2025 and 2024 was as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING 3/31/2025 3/31/2024 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) $ 0.0037 2,500,000 205,479 9.75 - - - - $ 0.0137 50,000,000 28,348,778 4.97 $ 0.0137 50,000,000 16,666,667 4.97 $ 0.0126 5,000,000 2,648,402 7.92 $ 0.0126 5,000,000 1,388,889 9.17 $ 0.0121 100,000,000 - 5.21 $ 0.0121 100,000,000 - 6.21 $ 0.0223 5,000,000 5,000,000 6.96 $ 0.0223 5,000,000 3,333,333 7.96 $ 0.0210 400,000,000 400,000,000 4.04 $ 0.0210 400,000,000 400,000,000 5.04 562,500,000 436,202,660 560,000,000 421,388,889 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 between seven ( 7 ) and ( 10 ) years from the date of grant or upon termination of employment. As of March 31, 2025, the aggregate total of 562,500,000 stock options were outstanding. The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2025 and 2024, were $ 55,376 and $ 76,287 , respectively. As of March 31, 2025, there was no intrinsic value with regards to the outstanding options. Warrants During the three months ended March 31, 2025, the Company issued no common stock purchase warrants. As of March 31, 2025 and 2024, the outstanding common stock purchase warrants were as follows: SCHEDULE OF WARRANTS ACTIVITY 3/31/2025 3/31/2024 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 The weighted average remaining contractual life of the warrants outstanding as of March 31, 2025 was as follows: SCHEDULE OF WARRANTS OUTSTANDING 3/31/2025 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 1.96 $ 0.04 125,000,000 125,000,000 1.02 $ 0.05 9,375,000 9,375,000 1.01 $ 0.06 83,333,334 83,333,334 1.33 $ 0.075 6,250,000 6,250,000 1.33 228,958,334 228,958,334 There was no warrant compensation recognized as of March 31, 2025. 10 6. INTANGIBLE ASSETS The Company’s acquired intangible assets at March 31, 2025 and December 31, 2024 consisted of the following: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS March 31, 2025 Weighted Average Amortization Period (years) Cost Accumulated amortization Net carrying value March 31, 2025 Weighted Average Amortization Period (years) Cost Accumulated amortization Net carrying value Patents 1.05 – 6.08 $ 45,336 $ 27,957 $ 17,379 December 31, 2024 Weighted Average Amortization Period (years) Cost Accumulated amortization Net carrying value Patents 2.05 – 7.08 $ 45,336 $ 27,201 $ 18,135 Estimated future amortization expense for the Company’s intangible assets at March 31, 2025 as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Period ending March 31, 2025 (nine months remaining) $ 2,267 2026 3,022 2027 3,022 2028 3,022 Thereafter 6046 Total $ 17,379 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. On December 17, 2024, the Company entered into an agreement with a consultant to provide laboratory support for the development of technology for the production of green hydrogen. The Company agreed to pay Consultant cash compensation of $ 175 per hour for providing the service. The Agreement will continue until terminated at the earlier of: (i) conclusion of the work or (ii) any time by either party with a 5-day written notice from one party to the other. 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. As of the period ended March 31, 2025, the University was paid $ 359,367 . As of March 31, 2025, there remains $ 90,143 to be paid, per the agreement. 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 March 31, 2025, 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 the following subsequent events to report: On April 15, 2025, the Company entered into an agreement with a consultant, to perform research that would benefit the Company at a monthly compensation of $ 10,000 . On May 1, 2025, the Company entered into an agreement with a consultant, to perform research that would benefit the Company at a monthly compensation of $ 3,000 . The Company also granted stock options to the consultant to purchase 2,500,000 shares of common stock of the Company which will vest over a thirty-six ( 36 ) month period. On 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. On May 2, 2025, the Company entered into an Equity Financing Agreement with GHS Investments, LLC (“GHS”), pursuant to which the Company may sell to GHS up to $ 3,000,000 shares of the Company’s common stock, upon the terms and subject to the conditions and limitations set forth therein. Also on May 2, 2025, the Company entered into a Registration Rights Agreement with GHS. 11