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Item 1. Financial Statements

2025-08-13 compared with 2025-05-09 · 414 added, 361 removed, 165 unchanged (82% of the section changed)

FINANCIAL STATEMENTS

NEWHYDROGEN, INC.

CONDENSED BALANCE SHEETS

Three Months Ended

March 31, 2025

BALANCE SHEETS

Six Months Ended

June 30, 2025

December 31, 2024

CURRENT ASSETS

Prepaid expenses

Prepaid expenses, other

Deferred offering cost

TOTAL CURRENT ASSETS

16 unchanged sentences

Common stock, $ 0.0001 par value;

3,000,000,000 authorized shares 704,599,512 and

704,599,512 shares issued and outstanding, respectively

3,000,000,000 authorized shares 705,403,048 and 704,599,512 shares

issued and outstanding, respectively

Additional paid in capital

6 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The accompanying

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

NEWHYDROGEN, INC.

Condensed Statements

of Operations

THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

March 31, 2025

March 31, 2024

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

Statements of Operations

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

OPERATING EXPENSES

5 unchanged sentences

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

( 1,100,103 )

OTHER INCOME/(EXPENSES)

4 unchanged sentences

$ ( 438,742 )

$ ( 1,099,798 )

$ ( 909,746 )

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON SHARES

OUTSTANDING BASIC AND DILUTED

The accompanying

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

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

BASIC AND DILUTED

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

Statement of Shareholders’ Deficit

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

THREE MONTHS ENDED MARCH 31, 2025

SIX MONTHS ENDED JUNE 30, 2025

Preferred Stock

8 unchanged sentences

( 1,784,321 )

Issuance of common shares for equity financing cost

Reclass adjustment for mezzanine

Stock compensation cost

Balance at June 30, 2025 (unaudited)

$ 176,694,131

THREE MONTHS ENDED MARCH 31, 2024

$ ( 179,042,345 )

$ ( 2,277,674 )

SIX MONTHS ENDED JUNE 30, 2024

Preferred Stock

2 unchanged sentences

$ ( 176,132,585 )

Stock and warrant compensation cost

Balance at March 31, 2024 (unaudited)

( 176,603,589 )

1 unchanged sentence

Stock and warrant compensation cost

Balance at March 31, 2024 (unaudited)

Balance at June 30, 2024 (unaudited)

$ 176,398,594

4 unchanged sentences

$ ( 573,277 )

The accompanying

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

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

Statements of Cash Flows

THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

March 31, 2025

March 31, 2024

Three Months Ended

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

Six Months Ended

June 30, 2025

June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Depreciation and amortization expense

Change in mezzanine

Non-cash stock compensation expense

4 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 1,003,615 )

NET CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY FINANCING ACTIVITIES

CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

( 1,003,615 )

CASH, BEGINNING OF PERIOD

2 unchanged sentences

Interest paid

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

The accompanying

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

NEWHYDROGEN, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

Basis of Presentation

SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION

Adjustment to mezzanine

Equity financing cost

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

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Basis of Presentation

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.

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

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete

2 unchanged sentences

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 .

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.

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.

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.

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

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

satisfactory to the Company.

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

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

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

cash loss of $ 983,272 .

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

The Company has working capital to cover its’

operating expenses for the next six months.

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

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

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.

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.

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.

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.

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.

and Cash Equivalent

Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration

includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits.

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.

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:

and Equipment

and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

1 unchanged sentence

Machinery and equipment

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).

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

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

1 unchanged sentence

Intangible assets

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

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.

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.

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.

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;

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

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.

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

Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.

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).

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.

February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.091 .

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.

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).

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

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

date of March 1, 2029.

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

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 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.

options per month for a thirty-six ( 36 ) month period during the term of the optionee’s consultancy with the Company.

30, 2025, the 5,000,000 stock options vested on March 12, 2025, with an expiration date of March 15, 2032 .

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

The options expire, and all rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination

of employment.

The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338

shares are exercisable in equal amounts over a ten ( 10 ) month period during the term of the optionee’s employment until the Option

is 100 % vested.

The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554

shares are exercisable in equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s employment until

the Options is 100 % vested.

On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled

as of June 11, 2023.

As of June 30, 2025, the remaining 400,000,000 stock options have vested.

March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal

to the number of option shares at the exercise price of $ 0.0137 per share.

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

2022 Equity Incentive Plan.

The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested

and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty ( 30 ) month

period during the term of the participant’s employment until the option is 100 % vested.

The unvested portion of the option will

not be exercisable on or after the termination of continuous service.

As of June 30, 2025, there were 32,181,971 options vested, with

a remaining 17,818,029 options to vest.

The options expire on March 19, 2030 .

May 9, 2023, the Company granted 5,000,000 shares of stock options to a consultant, with an exercise price of $ 0.0126 , and an expiration

date of May 31, 2033.

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 .

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

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;

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

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

The options expire on June 15, 2030 .

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

products to produce green hydrogen.

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

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

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

to produce green hydrogen.

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

The options vest at a

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

The remaining 69,460 options will

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

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

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

to the other.

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

The options expire on May

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

1 unchanged sentence

risk-free rate, dividend rate, and estimated life.

The stock options terminate

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.

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

Total research and development costs were $ 101,518 and $ 88,939 for the three months ended March 31, 2025 and 2024, respectively.

Advertising and Marketing

and Development

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.

and Marketing

Company expenses the cost of advertising and promotional materials when incurred.

The advertising and marketing costs were $ 200,571 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

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.

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

Earnings (Loss) per Share Calculations

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).

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.

SCHEDULE OF NET EARNINGS PER SHARE

For the Three Months Ended

For the Six Months Ended

Income (Loss) to common shareholders (Numerator)

3 unchanged sentences

Diluted weight average number of common shares outstanding (Denominator)

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.

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

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).

Value of Financial Instruments

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.

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;

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 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

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

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;

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.

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

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

in Stockholder’s Equity

change in mezzanine was reclassified and accounted for in the shareholders’ deficit statement in the current period.

Reclassification

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.

Issued Accounting Pronouncements

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.

PREFERRED STOCK

Preferred Stock March 31, 2025 and

As of March 31, 2025, the

Company had a total of 34,461

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.

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.

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.

Stock June 30, 2025 and 2024

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

a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares

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.

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

Stock June 30, 2025 and 2024

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

STOCK OPTIONS AND WARRANTS

Stock Options

As of March 31, 2025 and 2024, there were

no stock options granted by the Company.

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

(See Note 2).

Also, during the three months ended March 31, 2025 and 2024, no stock options expired.

Also, during the six months

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

SCHEDULE OF STOCK OPTIONS

Number of Options

Weighted average exercise price

Weighted average

exercise price

Number of Options

Weighted average exercise price

Weighted average

exercise price

Outstanding as of the beginning of the periods

2 unchanged sentences

Exercisable as of the end of the periods

The weighted average remaining contractual

life of options outstanding as of March 31, 2025 and 2024 was as follows:

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

7 unchanged sentences

Weighted Average Remaining Contractual Life (years)

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.

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.

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:

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.

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

and $ 119,331 , respectively.

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

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

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

SCHEDULE OF WARRANTS ACTIVITY

8 unchanged sentences

Exercisable as of the end of the periods

The weighted average remaining contractual

life of the warrants outstanding as of March 31, 2025 was as follows:

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

SCHEDULE OF WARRANTS OUTSTANDING

4 unchanged sentences

Contractual Life (years)

There was no warrant compensation recognized

as of March 31, 2025.

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

INTANGIBLE ASSETS

The Company’s acquired intangible

assets at March 31, 2025 and December 31, 2024 consisted of the following:

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

SCHEDULE OF ACQUIRED INTANGIBLE ASSETS

March 31, 2025

June 30, 2025

Period (years)

1 unchanged sentence

Net carrying value

March 31, 2025

June 30, 2025

Period (years)

1 unchanged sentence

Period (years)

Estimated future amortization expense for

the Company’s intangible assets at March 31, 2025 as follows:

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

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

Period ending March 31,

2025 (nine months remaining)

Period ending June 30,

2025 six months remaining

EQUITY FINANCING AGREEMENT

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

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

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

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

May 2, 2025, the Company 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.

SEGMENT INFORMATION

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.

and Adjusted EBDITA, a non-GAAP measure.

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

and amortization of property and equipment;

of acquired intangible assets;

SEGMENT INFORMATION (Continue)

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.

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.

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.

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

LESS OPERATING EXPENSES

Selling and marketing expenses

General and administrative expenses

Research and development

( 1,098,462 )

Depreciation and amortization

SEGMENT NET LOSS

$ ( 1,100,103 )

$ ( 910,380 )

Reconciliation of profit or loss

Adjustment and reconciling items

Consolidated Net Income

$ ( 1,099,798 )

$ ( 909,746 )

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.

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

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.

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

May 30, 2023, the Company amended the agreement dated March 15, 2022 entered into with a consultant regarding an advisory agreement for

services of various aspects of the Company’s business, including but not limited to technology, business development, and product

The Company granted 5,000,000 common stock options, vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months

of consecutive service to the Company.

In lieu of a fixed monthly cash compensation of $ 5,000 , the Company will provide the Advisor with

a cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company.

This amendment shall be effective

on June 15, 2023, and will continue on a month-to-month basis until terminated at the earlier of March 15, 2025, or any time by either

party with a 5-day written notice from on party to the other.

All other items in the Advisory agreement dated March 15, 2022, remain

effective subject to the termination claim above.

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.

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.

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.

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.

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.

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.

August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would

benefit both the University and the Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the

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

This agreement shall be performed on

a cost-reimbursement basis.

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

not be required to perform additional work hereunder unless by mutual agreement of both parties.

As of the period ended June 30, 2025,

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

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

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.

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

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 .

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.

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

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

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

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

on May 2, 2025.

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

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

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

on May 2, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements