NewHydrogen, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER: 000-54819 NEWHYDROGEN, INC. (Name of registrant in its charter) Nevada 20-4754291 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 27936 Vista Canyon Blvd , Suite 202 , Santa Clarita , CA 91387 (Address of principal executive offices) (Zip Code) Registrant’s telephone Number: (661) 251-0001 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None None None Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of registrant’s common stock issued and outstanding as of August 12, 2025 was 717,020,010 . NEWHYDROGEN, INC. INDEX Page PART I: FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS (Unaudited) 1 Condensed Balance Sheets 1 Condensed Statements of Operations 2 Condensed Statement of Shareholders’ Deficit 3 Condensed Statements of Cash Flows 4 Notes to the Condensed Financial Statements 5 ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 18 ITEM 4 CONTROLS AND PROCEDURES 19 PART II: OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS 19 ITEM 1A RISK FACTORS 19 ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 19 ITEM 3 DEFAULTS UPON SENIOR SECURITIES 19 ITEM 4 MINE SAFETY DISCLOSURES 19 ITEM 5 OTHER INFORMATION 19 ITEM 6 EXHIBITS 20 SIGNATURES 21 i PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NEWHYDROGEN, INC. CONDENSED BALANCE SHEETS Six Months Ended Year Ended June 30, 2025 December 31, 2024 (Unaudited) ASSETS CURRENT ASSETS Cash $ 1,100,906 $ 2,104,521 Prepaid expenses, other 32,097 5,761 Deferred offering cost 30,000 - TOTAL CURRENT ASSETS 1,163,003 2,110,282 PROPERTY AND EQUIPMENT Machinery and equipment 37,225 37,225 Less accumulated depreciation ( 36,856 ) ( 36,727 ) NET PROPERTY AND EQUIPMENT 369 498 OTHER ASSETS Patents, net of amortization of $ 28,713 and $ 24,935 respectively 16,623 18,135 Deposit 770 770 TOTAL OTHER ASSETS 17,393 18,905 TOTAL ASSETS $ 1,180,765 $ 2,129,685 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and other payable $ 12,326 $ 7,975 TOTAL CURRENT LIABILITIES 12,326 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 705,403,048 and 704,599,512 shares issued and outstanding, respectively 70,540 70,460 Additional paid in capital 176,694,131 176,508,484 Accumulated deficit ( 179,042,345 ) ( 177,942,547 ) TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) ( 2,277,674 ) ( 1,363,603 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,180,765 $ 2,129,685 The accompanying notes are an integral part of these unaudited condensed financial statements. 1 NEWHYDROGEN, INC. Condensed Statements of Operations (Unaudited) 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 REVENUE $ - $ - $ - $ - OPERATING EXPENSES Selling and marketing expenses 94,092 70,229 200,571 145,200 General and administrative expenses 381,053 278,844 648,506 585,248 Research and development 147,867 88,939 249,385 177,878 Depreciation and amortization 820 1,027 1,641 2,054 TOTAL OPERATING EXPENSES 623,832 439,039 1,100,103 910,380 LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) ( 623,832 ) ( 439,039 ) ( 1,100,103 ) ( 910,380 ) OTHER INCOME/(EXPENSES) Interest income 128 297 305 634 TOTAL OTHER INCOME (EXPENSES) 128 297 305 634 NET INCOME (LOSS) $ ( 623,704 ) $ ( 438,742 ) $ ( 1,099,798 ) $ ( 909,746 ) BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 705,126,274 704,599,512 704,861,438 704,599,512 The accompanying notes are an integral part of these unaudited condensed financial statements. 2 NEWHYDROGEN, INC. Condensed Statement of Shareholders’ Deficit Mezzanine Shares Amount Shares Amount Capital Deficit Total SIX MONTHS ENDED JUNE 30, 2025 Additional Preferred Stock Common Stock 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 ) - - - - - - 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 ) Issuance of common shares for equity financing cost - - - 803,536 80 29,920 - 30,000 Reclass adjustment for mezzanine - - - - - 39,200 - 39,200 Stock compensation cost - - - - - 61,151 - 61,151 Net Loss - - - - - - ( 623,704 ) ( 623,704 ) Balance at June 30, 2025 (unaudited) $ 3,446,113 - $ - 705,403,048 $ 70,540 $ 176,694,131 $ ( 179,042,345 ) $ ( 2,277,674 ) SIX MONTHS ENDED JUNE 30, 2024 Additional Preferred Stock Common Stock 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 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 ) Stock and warrant 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 ) Balance $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,398,594 $ ( 177,042,331 ) $ ( 573,277 ) The accompanying notes are an integral part of these unaudited condensed financial statements. 3 NEWHYDROGEN, INC. Condensed Statements of Cash Flows (Unaudited) June 30, 2025 June 30, 2024 Six Months Ended June 30, 2025 June 30, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ ( 1,099,798 ) $ ( 909,746 ) Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities Depreciation and amortization expense 1,641 2,054 Non-cash stock compensation expense 116,527 119,331 (Increase) Decrease in Changes in Assets Prepaid expenses ( 26,336 ) ( 26,148 ) Increase (Decrease) in Changes in Liabilities Accounts payable 4,351 ( 9,696 ) NET CASH USED IN OPERATING ACTIVITIES ( 1,003,615 ) ( 824,205 ) NET CASH FLOWS FROM INVESTING ACTIVITIES - - CASH PROVIDED BY FINANCING ACTIVITIES - - NET DECREASE IN CASH ( 1,003,615 ) ( 824,205 ) CASH, BEGINNING OF PERIOD $ 2,104,521 $ 3,678,441 CASH, END OF PERIOD $ 1,100,906 $ 2,854,236 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ - $ - Taxes paid $ - $ - SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION Adjustment to mezzanine 39,200 - Equity financing cost $ 30,000 $ - 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, 2025 AND 2024 1. 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, 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 The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other 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 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. 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. As 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. Management believes the Company’s present cash flows will enable it to meet its obligations for six 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. 5 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, 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. 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, 2025 and 2024, were $ 130 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 6/30/2025 6/30/2024 Patents 15 years $ 45,336 $ 45,336 Less accumulated amortization ( 28,713 ) ( 25,691 ) Intangible assets $ 16,623 $ 19,645 Amortization expense for the six months ended June 30, 2025 and 2024 was $ 1,511 and $ 1,512 , 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. 6 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 April 12, 2022 (see below). 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 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. 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, 2025, the 5,000,000 stock options vested on March 12, 2025, with an expiration date of March 15, 2032 . 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, 2025, the remaining 400,000,000 stock options have vested. 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, 2025, there were 32,181,971 options vested, with a remaining 17,818,029 options to vest. The options expire on March 19, 2030 . 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, 2025, 3,472,232 options vested, with 1,527,768 options remain outstanding. The options expire on May 31, 2033 . 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, 2025, 100,000,000 options remain outstanding. The options expire on June 15, 2030 . 7 On 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. 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 June 30, 2025, there were 416,664 options vested, and 2,083,336 options not yet vested. The options expire on December 1, 2027 . On 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 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 June 30, 2025, there were 69,444 options vested, and 2,430,540 options not yet vested. The options expire on May 1, 2035 . 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, 2025, the aggregate total of 562,500,000 stock options were outstanding. Stock compensation expense recognized for the period was $ 116,527 . Research and Development Research 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. Advertising and Marketing The Company expenses the cost of advertising and promotional materials when incurred. The advertising and marketing costs were $ 200,571 and $ 145,200 for the six months ended June 30, 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 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 warrants, because their impact on the income per share is antidilutive. 8 SCHEDULE OF NET EARNINGS PER SHARE 2025 2024 For the Six Months Ended June 30, 2025 2024 Income (Loss) to common shareholders (Numerator) $ ( 1,099,798 ) $ ( 909,746 ) Basic weighted average number of common shares outstanding (Denominator) 704,861,438 704,599,512 Diluted weight average number of common shares outstanding (Denominator) 704,861,438 704,599,512 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 June 30, 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. We measure certain financial instruments at fair value on a recurring basis. As of June 30, 2025, there were no financial instruments to report. Change in Stockholder’s Equity A change in mezzanine was reclassified and accounted for in the shareholders’ deficit 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 June 30, 2025 and 2024 As 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 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. 9 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, 2025 and 2024 On May 2, 2025, the Company issued 803,536 shares of common stock for commitment fees paid for the equity financing during the period. 5. STOCK OPTIONS AND WARRANTS Stock Options During the six months ended June 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. SCHEDULE OF STOCK OPTIONS 6/30/2025 6/30/2024 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 $ 0.0171 560,000,000 $ 0.0172 Granted 2,500,000 0.0395 - - Exercised - - - - Expired/Cancelled - - - - Outstanding as of the end of the periods 565,000,000 $ 0.0170 560,000,000 $ 0.0172 Exercisable as of the end of the periods 441,209,755 $ 0.0204 426,182,669 $ 0.0200 The weighted average remaining contractual life of options outstanding as of June 30, 2025 and 2024 was as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING 6/30/2025 6/30/2024 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 2,500,000 416,664 9.43 - - - - $ 0.0395 2,500,000 138,888 9.84 - - - - $ 0.0137 50,000,000 32,181,971 4.72 $ 0.0137 50,000,000 20,556,024 5.72 $ 0.0126 5,000,000 3,472,232 7.92 $ 0.0126 5,000,000 1,388,889 8.92 $ 0.0121 100,000,000 - 4.96 $ 0.0121 100,000,000 - 5.96 $ 0.0223 5,000,000 5,000,000 6.71 $ 0.0223 5,000,000 3,333,333 7.71 $ 0.0210 400,000,000 400,000,000 3.79 $ 0.0210 400,000,000 400,000,000 4.79 565,000,000 441,209,755 560,000,000 421,388,889 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 June 30, 2025, the aggregate total of 565,000,000 stock options were outstanding. 10 The 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. As of June 30, 2025, there was no intrinsic value with regards to the outstanding options. Warrants During the six months ended June 30, 2025, the Company issued no common stock purchase warrants. As of June 30, 2025 and 2024, the outstanding common stock purchase warrants were as follows: SCHEDULE OF WARRANTS ACTIVITY 6/30/2025 6/30/2024 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 June 30, 2025 was as follows: SCHEDULE OF WARRANTS OUTSTANDING 6/30/2025 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 June 30, 2025. 6. INTANGIBLE ASSETS The Company’s acquired intangible assets at June 30, 2025 and December 31, 2024 consisted of the following: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS June 30, 2025 Weighted Average Amortization Period (years) Cost Accumulated amortization Net carrying value June 30, 2025 Weighted Average Amortization Period (years) Cost Accumulated amortization Net carrying value Patents 1.05 – 6.08 $ 45,336 $ 28,713 $ 16,623 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 11 Estimated future amortization expense for the Company’s intangible assets at June 30, 2025 as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Period ending June 30, 2025 six months remaining $ 1,511 2026 3,022 2027 3,022 2028 3,022 Thereafter 6,046 Total $ 16,623 7. EQUITY FINANCING AGREEMENT On 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”). The investor can purchase shares equaling one hundred twelve and one half percent (112%) of the Put amount (the “Put Shares). On May 2, 2025, the Company issued 803,536 common shares for equity financing cost at an exercise 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. 8. SEGMENT INFORMATION The Company operates as a single reporting segment engaged in developing a technology that uses water and heat rather than electricity to produce the lowest cost green hydrogen. The Chief Operating Decision Makers are the Company’s Chief Executive officer and its President, who together (the “CODM”), evaluate company performance based on Net income (loss), determined in accordance with U.S. GAAP, and Adjusted EBDITA, a non-GAAP measure. The Company defines Adjusted EBITDA as income from operations, determined in accordance with GAAP, excluding the following: ● depreciation and amortization of property and equipment; ● amortization of acquired intangible assets; 12 8. SEGMENT INFORMATION (Continue) The CODM uses these measures to assess profitability and guide resource allocations, and believes that Adjusted EBITA, when reviewed in conjunction with Net income (loss), is a useful measure to assess the Company’s performance and liquidity, as it provides meaningful operating results by excluding the effects of expenses that are not reflective of the Company’s operating business performance. In addition, the CODM uses Adjusted EBITA to understand and compare operating results across accounting periods, and for financial and operational decision-making and resource allocation. The presentation of Adjusted EBITA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. The CODM conducts quarterly financial reviews, focusing on research expenditures, operational efficiency, investment decisions, including capital expenditures for new research activities, are made based on expected return on investment and regulatory environment in which the Company operates. The 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): SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITDA Six Months Ended SEGMENT INFORMATION June 30, 2025 June 30, 2024 REVENUE $ - $ - LESS OPERATING EXPENSES Selling and marketing expenses 200,571 145,200 General and administrative expenses 648,506 585,248 Research and development 249,385 177,878 EBITDA ( 1,098,462 ) ( 908,326 ) Depreciation and amortization 1,641 2,054 SEGMENT NET LOSS $ ( 1,100,103 ) $ ( 910,380 ) Reconciliation of profit or loss 305 634 Adjustment and reconciling items 0 0 Consolidated Net Income $ ( 1,099,798 ) $ ( 909,746 ) 9. 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. On 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. The consultant will be paid $ 10,000 per month. 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. 13 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. 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 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 full. 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, 2025, there were no legal proceedings against the Company. 10. SUBSEQUENT EVENT Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has the following subsequent events to report: On 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. 14 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Special Note on Forward-Looking Statements. Certain statements in “Management’s Discussion and Analysis and Results of Operations” below, and elsewhere in this quarterly report, are not related to historical results, and are forward-looking statements. Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this quarterly report. Subsequent written and oral forward looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on March 25, 2025, and in other reports filed by us with the SEC. You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report. Overview We are a developer of clean energy technologies. Our current focus is on developing a thermochemical green hydrogen production technology to lower the cost of green hydrogen production. Hydrogen is the cleanest and most abundant element in the universe, and we can’t live without it. Hydrogen is the key ingredient in making fertilizers needed to grow food for the world. It is also used for transportation, refining oil and making steel, glass, pharmaceuticals and more. Nearly all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources. Water, on the other hand, is an infinite and renewable worldwide resource. Currently, the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity produced from solar or wind. However, green electricity is and always will be very expensive. It currently accounts for 73% of the cost of green hydrogen. By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of green hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the green hydrogen economy that Goldman Sachs (in a 2022 report) estimated to have a future market value of $12 trillion. We have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules. Application of Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using a Binomial lattice valuation model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable. 15 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. Fair Value of Financial Instruments Our cash, cash equivalents, investments, inventory, prepaid expenses, and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments. Recently Issued Accounting Pronouncements Management reviewed currently issued pronouncements during the six months ended June 30, 2025, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited financial statements. Results of Operations – Three months ended June 30, 2025, compared to the Three months ended June 30, 2024. OPERATING EXPENSES Selling and Marketing Expenses Selling and marketing (“S&M”) expenses increased by $23,863 to $94,092 for the three months ended June 30, 2025, compared to $70,229 for the prior period ended June 30, 2024. The primary increase in (S&M) expenses was the result of an increase in service providers. General and Administrative Expenses General and administrative (“G&A”) expenses increased by $102,209 to $381,053 for the three months ended June 30, 2025, compared to $278,844 for the prior period ended June 30, 2024. The primary increase overall was an increase in professional fees of $56,534, an increase in non-cash stock compensation of $18,108, and an overall decrease in other expenses. Research and Development Research and Development (“R&D”) expenses increased by $58,928 to $147,867 for the three months ended June 30, 2025, compared to $88,939 for the prior period ended June 30, 2024. This overall increase of $56,828 in R&D expenses was the result of an increase in outside research fees and consultant cost. Depreciation and Amortization Expense Depreciation and amortization expense for the three months ended June 30, 2025 and 2024 was $820 and $1,027, respectively. Other Income/(Expenses) Other income and (expenses) decreased by $169 to $128 for the three months ended June 30, 2025, compared to $297 for the prior period ended June 30, 2024. The decrease in other income and (expenses) was the result of an increase in interest income of $169. The decrease in other income and (expenses) was primarily due to the net change in interest income. 16 Net Loss Our net loss for the three months ended June 30,2025 was $623,704, compared to $438,742 for the prior period ended June 30,2024. The Company has not generated any revenues. The majority of the decrease in net loss was due to an overall decrease in operating expenses and non-cash expense associated with the net change in stock option expense in the current period. These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material. The Company has not generated any revenues. Results of Operations – Six months ended June 30, 2025, compared to the Six months ended June 30, 2024. OPERATING EXPENSES Selling and Marketing Expenses Selling and marketing (“S&M”) expenses increased by $55,371 to $200,571 for the six months ended June 30, 2025, compared to $145,200 for the prior period ended June 30, 2024. The primary increase in (S&M) expenses was the result of an increase in service providers General and Administrative Expenses General and administrative (“G&A”) expenses increased by $63,258 to $648,506 for the six months ended June 30, 2025, compared to $585,248 for the prior period ended June 30, 2024. The primary increase overall was an increase in professional fees of $56,534, an increase in non-cash stock compensation of $18,108, and an overall decrease in other expenses. Research and Development Research and Development (“R&D”) expenses increased by $71,507 to $249,385 for the six months ended June 30, 2025, compared to $177,878 for the prior period ended June 30, 2024. This increase in R&D expenses was the result of an increase in outside research fees of $22,407 and consultant cost of $47,000, overall increase in materials and supplies of $2100. Depreciation and Amortization Expense Depreciation and amortization expense for the six months ended June 30, 2025 and 2024 was $1,641 and $2,054, respectively. Other Income/(Expenses) Other income and (expenses) decreased by $329 to $305 for the six months ended June 30, 2025, compared to $634 for the prior period ended June 30, 2024. The decrease in other income and (expenses) was the result of an increase in interest income of $169. The decrease in other income and (expenses) was primarily due to the net change in interest income. Net Loss Our net loss for the six months ended June 30,2025 was $1,099,798, compared to $909,746 for the prior period ended June 30,2024. The Company has not generated any revenues. The majority of the decrease in net loss was due to an overall decrease in operating expenses and non-cash expense associated with the net change in stock option expense in the current period. These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material. The Company has not generated any revenues. 17 LIQUIDITY AND CAPITAL RESOURCES Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. The unaudited condensed financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the six months ended June 30, 2025, we did not generate any revenues, and recognized a net loss of $1,099,798, due to a change in operating expenses and cash of $1,100,906 used in operations. As of June 30, 2025, we had working capital of $1,150,677 and a shareholders’ deficit of $179,042,345. Management believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors. Management believes that funding from existing and prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our 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. 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. As of June 30, 2025, we had working capital of $1,150,677 compared to $2,102,308 for the year ended December 31, 2024. This decrease in working capital was due primarily to a decrease in cash. During the six months ended June 30, 2025, we used $1,003,615 of cash for operating activities, as compared to $824,205 for the prior period ended June 30, 2024. The increase in the use of cash for operating activities for the current period was a result of an increase in research and development cost, and advertising and marketing. Net cash provided from equity financing activities for the six months ended June 30, 2025 and June 30, 2024 was $0. There was no equity financing during the current or prior period. Our capital needs have primarily been met from the proceeds of the sale of our securities, as we currently have not generated any revenues. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2024, expressed substantial doubt about our ability to continue as a going concern without additional capital becoming available. Our financial statements as of June 30, 2025, have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern, ultimately is dependent upon our ability to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. PLAN OF OPERATION AND FINANCING NEEDS We are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen. The Company’s current focus is on developing ThermoLoop™, a breakthrough technology that uses water and heat rather than electricity to potentially produce the world’s lowest cost green hydrogen. Our plan of operation within the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop™ technology development program at UCSB. We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next nine months. Management estimates that it will require additional cash resources during 2025, based upon its current operating plan and condition. We do not expect increased expenses until early 2026 when we ramp up prototyping efforts related to our thermochemical water splitting technology. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item. 18 ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and acting chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded as of June 30, 2025, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and acting chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There was no change to our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As of the date of this report, we are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. ITEM 1A. RISK FACTORS There are no material changes from the risk factors previously disclosed in the Registrant’s annual report on Form 10-K filed on March 25, 2025. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangement During our last fiscal quarter, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 19 ITEM 6. EXHIBITS Exhibit No. Description 31.1 Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith). 31.2 Certification by Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith). 32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). 32.2 Certification by Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). EX-101.INS Inline XBRL Instance Document EX-101.SCH Inline XBRL Taxonomy Extension Schema Document EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase EX-101.LAB Inline XBRL Taxonomy Extension Labels Linkbase EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 20 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 13, 2025. NEWHYDROGEN, INC. By: /s/ Steven Hill Chief Executive Officer (Principal Executive Officer) By: /s/ David Lee Chairman, President and Acting Chief Financial Officer (Principal Financial and Accounting Officer) 21