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1、2025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm1/71 As filed with the Securities and Exchange Commission on May 19,2025 Registration Statement No.333-UNITED STATESSECURITIES AND EXCHANGE CO

2、MMISSIONWASHINGTON,D.C.20549 FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWHYDROGEN,INC.(Exact name of registrant as specified in its charter)Nevada 3081 20-4754291(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number

3、)(I.R.S.EmployerIdentification Number)27936 Vista Canyon Blvd.,Suite 202Santa Clarita,CA 91387661-251-0001(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Steven HillChief Executive OfficerNewHydrogen,Inc.27936 Vista Canyon Blvd.,Suite 2

4、02Santa Clarita,CA 91387661-251-0001(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Gregory Sichenzia,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,New York 10036212-930-9700 Approximate date of commenceme

5、nt of proposed sale to the public:From time to time after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933 check the following box:If this F

6、orm is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective

7、 amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Se

8、curities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporti

9、ng company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller2025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm2/71reporting company”and

10、“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 fo

11、rcomplying with any new or revised financial accounting standards provided to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment whic

12、h specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,or until the Registration Statementshall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.2025/5/20 1

13、0:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm3/71 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold untilthe registration statement f

14、iled with the Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction wherethe offer or sale is not permitted.SUBJECT TO COMPLETION,DATED MAY 19,2025 235

15、,000,000 Shares of Common Stock This prospectus relates to the sale by the selling stockholder named in this prospectus of NewHydrogen,Inc.(the“Company”)ofup to 235,000,000 shares of common stock,par value$0.0001 per share.We will not receive proceeds from the sale of the sharesby the selling stockh

16、older.However,we may receive aggregate gross proceeds of up to$3.0 million from the sale of our commonstock to the selling stockholder,pursuant to an Equity Financing Agreement with GHS Investments,LLC(“GHS”)entered into onMay 2,2025(the“GHS Financing Agreement”).Our common stock is quoted on the OT

17、CQB under the symbol“NEWH.”On May 16,2025,the last reported sales price of ourcommon stock on the OTCQB was$0.0362 per share.The GHS Financing Agreement provides that,upon the terms and subject to the conditions and limitations set forth therein,theCompany may sell to GHS,in the Companys discretion,

18、up to$3,000,000 of shares(“Purchase Shares”)of the Companyscommon stock.See“Equity Financing Agreement with GHS Investments,LLC”on page 1 of this prospectus for a description ofthe GHS Financing Agreement.The selling stockholder will sell its Purchase Shares at prevailing market prices or in private

19、ly negotiated transactions.We providemore information about how the selling stockholder may sell its Purchase Shares in the section titled“Plan of Distribution”on page8.GHS is an underwriter within the meaning of the Securities Act of 1933,as amended,or the Securities Act,and any broker-dealersor ag

20、ents that are involved in selling the shares may be deemed to be“underwriters”within the meaning of the Securities Act inconnection with such sales.In such event,any commissions received by such broker-dealers or agents and any profit on the resaleof the shares purchased by them may be deemed to be

21、underwriting commissions or discounts under the Securities Act.We willbear all costs,expenses and fees in connection with the registration of the common stock.The selling stockholder will bear allcommissions and discounts,if any,attributable to its sales of our common stock.Investing in our securiti

22、es is highly speculative and involves a high degree of risk.You should carefully consider the risksand uncertainties described under the heading“Risk Factors”beginning on page 3 of this prospectus before making adecision to purchase our securities.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR A

23、NY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OFTHIS PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.We may amend or supplement this prospectus from time to time by filing amendments or supplements as require

24、d.Youshould read the entire prospectus and any amendments or supplements carefully before you make your investment decision.The date of this prospectus is ,2025 2025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/00016411722

25、5011460/forms-1.htm4/71 TABLE OF CONTENTS Page Prospectus Summary1Risk Factors3Cautionary Note Regarding Forward-Looking Statements6Use of Proceeds7Selling Stockholder7Plan of Distribution8Description of Securities9Description of Business10Market for Common Equity and Related Stockholder Matters17Ma

26、nagements Discussion and Analysis of Financial Condition and Results of Operations18Management21Security Ownership Of Certain Beneficial Owners And Management24Executive Compensation25Certain Relationships And Related Party Transactions And Director Independence26Legal Matters26Experts26Where You Ca

27、n Find More Information26Financial Statements27 i2025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm5/71 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prosp

28、ectus and does not contain all of the information thatyou should consider in making your investment decision.Before investing in our common stock,you should carefully read thisentire prospectus,including our financial statements and the related notes and the information set forth under the headings“

29、Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”in each caseincluded elsewhere in this prospectus.Unless the context otherwise requires,references to“we,”“our,”“us,”“NewHydrogen,”or the“Company”in this prospectusmean NewHydrogen,Inc.Company Overv

30、iew We are a developer of clean energy technologies.Our current focus is on developing a thermochemical greenhydrogen production technology to lower the cost of Green Hydrogen production.Hydrogen is the cleanest and most abundant element in the universe,and we cant live without it.Hydrogen is the ke

31、yingredient in making fertilizers needed to grow food for the world.It is also used for transportation,refining oil and makingsteel,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

32、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 anelectrolyzer using green electricity produced from solar or wind.However,green electricity is and always will be veryexpensive.It cur

33、rently accounts for 73%of the cost of green hydrogen.By using heat directly,we can skip the expensiveprocess of making electricity,and fundamentally lower the cost of green hydrogen.Inexpensive heat can be obtained fromconcentrated solar,geothermal,nuclear reactors and industrial waste heat for use

34、in our novel low-cost thermochemical watersplitting process.Working with a world class research team at UC Santa Barbara,our goal is to help usher in the greenhydrogen economy that Goldman Sachs estimated to have a future market value of$12 trillion.We have previously developed an innovative materia

35、l technology to reduce the cost per watt of electricity produced byPhotovoltaic,or PV,solar modules.About this Offering Equity Financing Agreement with GHS Investments,LLC On May 2,2025,we entered into the GHS Financing Agreement with GHS.Pursuant to the GHS Financing Agreement,the Company has the r

36、ight,in its sole discretion,subject to the conditionsand limitations in the GHS Financing Agreement,to direct GHS,by delivery of a put notice from time to time(a“Put Notice”)to purchase(each,a“Purchase”)over the period ending twenty-four(24)months after the date the Financing Agreement,aminimum of$1

37、0,000 and up to a maximum of five hundred thousand dollars($500,000).The maximum dollar amount of eachPut shall not exceed two hundred percent(200%)of the average daily trading dollar volume of the Companys common stockduring the ten trading days preceding the date the Company delivers a Put Notice

38、to GHS;or(2)five hundred thousand dollars($500,000),provided that the parties may agree to waive such limitations.The aggregate value of Purchase Shares sold to GHSmay not exceed$3,000,000.Each Put Notice will set forth the Purchase Price and number of Purchase Shares in accordancewith the terms of

39、the GHS Financing Agreement.12025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm6/71 The number of Purchase Shares the Company will issue under each Purchase will be equal to 112.5%of the Purch

40、aseAmount sold under such Purchase,divided by the Purchase Price per share(as defined under the GHS Financing Agreement).The Purchase Price is defined as 92.5%of the Market Price.Following an up-list to the NASDAQ or any equivalent nationalexchange by the Company,the Purchase Price shall mean 95%of

41、the lowest volume weighted average price during the PricingPeriod,subject to a floor of$5.00(“floor”)below which Floor the Company shall not deliver a Put.The Pricing Period is theten consecutive trading days immediately preceding,but not including,the date a Put Notice is delivered.The GHS Financin

42、g Agreement prohibits the Company from directing GHS to purchase any shares of common stockif those shares,when aggregated with all other shares of the Companys common stock then beneficially owned by GHS and itsaffiliates,would result in GHS and its affiliates having beneficial ownership,at any sin

43、gle point in time,of more than 4.99%ofthe then total outstanding shares of the Companys common stock.There are no trading volume requirements or restrictions under the GHS Financing Agreement and the Company willcontrol the timing and amount of any sales of its common stock to GHS.So long as an even

44、t of default,as defined in the GHS Financing Agreement,(all of which are outside the control ofGHS)has occurred and is continuing,the Company may not deliver a Put Notice to GHS.The GHS Financing Agreement is for a term of twenty-four months but may terminate earlier on the date that all ofthe Purch

45、ase Shares are sold to GHS.The Company and GHS each have the right to terminate the GHS Financing Agreementat any time upon ninety days notice.In the event of bankruptcy proceedings by or against the Company,the GHS FinancingAgreement will be suspended until such event is rectified.Subject to the fo

46、regoing,actual sales of Purchase Shares to GHS under the GHS Financing Agreement will depend ona variety of factors to be determined by us from time to time,including,among others,market conditions,the trading price ofthe Common Stock and determinations by us as to the appropriate sources of funding

47、 for our company and its operations.This prospectus covers the resale of up to 235,000,000 Purchase Shares by GHS.22025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm7/71 RISK FACTORS Any inves

48、tment in our securities involves a high degree of risk.Investors should carefully consider the risks described below,andall of the information contained in this prospectus supplement,before deciding whether to purchase the securities offered hereby.Our business,financial condition,results of operati

49、ons and prospects could be materially and adversely affected by these risks.RISKS RELATED TO OUR BUSINESS WE HAVE A LIMITED HISTORY OF LOSSES AND HAVE NEVER REALIZED REVENUES TO DATE.Since inception,we have incurred losses and have negative cash flows from operations and have realized only minimalre

50、venues.From inception through December 31,2024,we have an accumulated deficit of$177,942,547.These factors,amongothers discussed in Note(1)to the financial statements included in this prospectus,raise substantial doubt about our ability tocontinue as a going concern.We expect to continue to incur ne

51、t losses until we are able to realize revenues to fund our continuingoperations.We may fail to achieve any or significant revenues from sales or achieve or sustain profitability.Accordingly,there canbe no assurance of when,if ever,we will be profitable or be able to maintain profitability.WE ARE A D

52、EVELOPMENT STAGE COMPANY AND MAY BE UNABLE TO MANAGE OUR GROWTH ORIMPLEMENT OUR EXPANSION STRATEGY IF WE ARE ABLE TO LAUNCH OUR PRODUCT AND SERVICEOFFERINGS.We are a development stage company that was formed on April 24,2006 and may not be able to launch our product andservice offerings or implement

53、 the other features of our business strategy at the rate or to the extent presently planned.If we areable to launch our product and service offerings,our projected growth will place a significant strain on our administrative,operational and financial resources.If we are unable to successfully manage

54、 our future growth,establish and upgrade our operatingand financial control systems,recruit and hire necessary personnel or effectively manage unexpected expansion difficulties,ourfinancial condition and results of operations could be materially and adversely affected.WE MAY NOT BE ABLE TO SUCCESSFU

55、LLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICHWOULD RESULT IN CONTINUED LOSSES.While we have made progress in the development of our products,we have generated only minimal revenues and areunable to project when we will achieve profitability,if at all.As is the case with any new technology,we

56、are a development stagecompany and expect the development process to continue.We may not be able to develop our product offering,develop a customerbase and markets,or implement the other features of our business strategy at the rate or to the extent presently planned.Growthbeyond the product develop

57、ment stage will place a significant strain on our administrative,operational and financial resources.Inaddition,our operations will not be able to move out of the development stage without additional funding.OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET;THE FAILUREOF WHICH

58、 WOULD CAUSE TO CURTAIL OR CEASE OPERATIONS.We believe that virtually all of our revenues will come from the sale or license of our products.As a result,we willcontinue to incur substantial operating losses until such time as we are able to sell and license our products and generate revenue.There ca

59、n be no assurance that businesses and customers will adopt our technology and products,or that businesses andprospective customers will agree to pay for or license our products.In the event that we are not able to significantly increase thenumber of customers that purchase or license our products,or

60、 if we are unable to charge the necessary prices or license fees,ourfinancial condition and results of operations will be materially and adversely affected.32025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011

61、460/forms-1.htm8/71 WE DO NOT MAINTAIN THEFT OR CASUALTY INSURANCE,AND ONLY MAINTAIN MODEST LIABILITY ANDPROPERTY INSURANCE COVERAGE AND THEREFORE WE COULD INCUR LOSSES AS A RESULT OF ANUNINSURED LOSS.We do not maintain theft or casualty insurance and we have modest liability and property insurance

62、coverage.We cannotassure you that we will not incur uninsured liabilities and losses as a result of the conduct of our business.Any such uninsured lossor liability could have a material adverse effect on our results of operations.IF WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR R

63、ETAIN QUALIFIEDPERSONNEL,OUR BUSINESS COULD SUFFER.Our success is highly dependent on our ability to attract and retain qualified scientific,engineering and managementpersonnel.We are highly dependent on our Chairman and President,Dr.David Lee,who has been critical to the development ofour technolog

64、ies and business.The loss of the services of Dr.Lee could have a material adverse effect on our operations.We do nothave an employment agreement with Dr.Lee and do not maintain key man insurance with respect to Dr.Lee.Accordingly,therecan be no assurance that Dr.Lee will remain associated with us.Hi

65、s efforts will be critical to us as we continue to develop ourtechnology and as we attempt to transition from a development stage company to a company with commercialized products andservices.If we were to lose Dr.Lee,or any other key employees or consultants,we may experience difficulties in compet

66、ingeffectively,developing our technology and implementing our business strategies.THE LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS ANDTECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT.We may rely on strategic relationships with technology development partners to

67、provide personnel,and expertise in theresearch and development of our technology and manufacturing process underlying our product.A loss of these relationships forany reason could cause us to experience difficulties in completing the development of our product and implementing our businessstrategy.T

68、here can be no assurance that we could establish other relationships of adequate expertise in a timely manner or at all.OUR CURRENT AND POTENTIAL COMPETITORS,SOME OF WHOM HAVE GREATER RESOURCES THAN WEDO,MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE DEMAND FOR,AND THE PRICES OF,OUR PRODUCTS T

69、O DECLINE.While there are a number of companies developing green hydrogen production technologies including electrolyzers,wedo not know of any employing anything similar to our ThermoLoopTM technology.We may face competition from thesecompanies as they may expand or extend their product offering to

70、incorporate new thermochemical water splitting technologies.Many of our current and potential competitors have longer operating histories,significantly greater financial,technical,product development and marketing resources,greater name recognition and larger customer bases than we do.Our present or

71、future competitors may be able to develop products comparable or superior to those we offer,adapt more quickly than we do tonew technologies,evolving industry trends and standards or customer requirements,or devote greater resources to thedevelopment,promotion and sale of their products than we do.A

72、ccordingly,we may not be able to compete effectively in ourmarkets,competition may intensify and future competition may harm our business.RISKS RELATED TO OUR COMMON STOCK DUE TO THE LOW PRICE AND VOLUME OF OUR STOCK,A SHAREHOLDER MAY BE UNABLE TO SELLSHARES,OR MAY LOSE MONEY ON THEIR INVESTMENT.The

73、 trading price of our common stock may be subject to wide fluctuations in response to quarter-to-quarter fluctuationsin operating results,announcements of material adverse events,general conditions in our industry or the public marketplace andother events or factors,including the thin trading of our

74、 common stock.In addition,stock markets have experienced extreme priceand trading volume volatility in recent years.This volatility has had a substantial effect on the market prices of securities of manytechnology-related companies for reasons frequently unrelated to the operating performance of the

75、 specific companies.These broadmarket fluctuations may adversely affect the market price of our common stock.In addition,if our operating results differ from ourannounced guidance or the expectations of equity research analysts or investors,the price of our common stock could decreasesignificantly.4

76、2025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm9/71 OUR PRINCIPAL STOCKHOLDERS,OFFICERS AND DIRECTORS OWN A SUBSTANTIAL PORTION OF OUROUTSTANDING COMMON STOCK.Our principal stockholders,off

77、icers and directors,in the aggregate,beneficially own approximately 41.7%of ouroutstanding common stock.As a result,these stockholders acting together,have the ability to have a substantial level of influenceover matters submitted to the Companys stockholders for approval,including the election of d

78、irectors and approval of significantcorporate transactions.In addition,sales of significant amounts of shares held by our principal stockholders,directors andexecutive officers,or the prospect of these sales,could adversely affect the market price of our common stock.Their stockownership may discour

79、age a potential acquirer from making a tender offer or otherwise attempting to obtain control of theCompany,which could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale ofour company and might ultimately affect the market price of our common s

80、tock.OUR COMMON STOCK IS SUBJECT TO THE“PENNY STOCK”RULES OF THE SEC AND THE TRADINGMARKET IN OUR SECURITIES IS LIMITED,WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOMEAND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.The Securities and Exchange Commission(the“SEC”)has adopted Rule 15g-9 which

81、establishes the definition of a“penny stock,”for the purposes relevant to us,as any equity security that has a market price of less than$5.00 per share or with anexercise price of less than$5.00 per share,subject to certain exceptions.For any transaction involving a penny stock,unlessexempt,the rule

82、s require:that a broker or dealer approve a persons account for transactions in penny stocks;and the broker or dealer receives from the investor a written agreement to the transaction,setting forth the identity andquantity of the penny stock to be purchased.In order to approve a persons account for

83、transactions in penny stocks,the broker or dealer must:obtain financial information and investment experience objectives of the person;and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person hassufficient knowledge and experience in finan

84、cial matters to be capable of evaluating the risks of transactions in pennystocks.The broker or dealer must also deliver,prior to any transaction in a penny stock,a disclosure schedule prescribed by theSEC relating to the penny stock market,which:sets forth the basis on which the broker or dealer ma

85、de the suitability determination;and that the broker or dealer received a signed,written agreement from the investor prior to the transaction.Generally,brokers may be less willing to execute transactions in securities subject to the“penny stock”rules.This maymake it more difficult for investors to d

86、ispose of our common stock and cause a decline in the market value of our stock WE HAVE NEVER PAID DIVIDENDS AND HAVE NO PLANS TO PAY DIVIDENDS IN THE FUTURE.AS A RESULT,OUR COMMON STOCK MAY BE LESS VALUABLE BECAUSE A RETURN ON AN INVESTORS INVESTMENTWILL ONLY OCCUR IF OUR STOCK PRICE APPRECIATES.Ho

87、lders of shares of our common stock are entitled to receive such dividends as may be declared by our Board ofDirectors.To date,we have paid no cash dividends and we do not expect to pay cash dividends in the foreseeable future.We intendto retain future earnings,if any,to provide funds for operations

88、 of our business.Therefore,any return investors in will be in theform of appreciation,if any,in the market value of our shares of common stock.There can be no assurance that shares of ourcommon stock will appreciate in value or even maintain the price at which our stockholders have purchased their s

89、hares.52025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm10/71 THERE IS A LIMITED TRADING MARKET FOR OUR COMMON STOCK,AND INVESTORS MAY FIND ITDIFFICULT TO BUY AND SELL OUR SHARES.Our common s

90、tock is not listed on any national securities exchange.Accordingly,investors may find it more difficult tobuy and sell our shares than if our common stock was traded on an exchange.Although our common stock is quoted on theOTCQB,it is an unorganized,inter-dealer,over-the-counter market which provide

91、s significantly less liquidity than the NasdaqCapital Market or other national securities exchange.Further,there is limited trading volume in our common stock,and anysignificant trading volume in our common stock may not be sustained.These factors may have an adverse impact on the tradingand price o

92、f our common stockWE HAVE A SUBSTANTIAL NUMBER OF CONVERTIBLE SECURITIES OUTSTANDING.THE EXERCISE OF OUROUTSTANDING WARRANTS/OPTIONS AND CONVERSION OF OUR OUTSTANDING CONVERTIBLE NOTESCAN HAVE A DILUTIVE EFFECT ON OUR COMMON STOCK.We have a substantial number of convertible securities outstanding.Th

93、e exercise of our outstanding options andconvertible preferred stock can have a dilutive effect on our common stock.As of May 15,2025,we had(i)outstanding options topurchase approximately 562.5 million shares of our common stock at a weighted average exercise price of$0.0172 per share,(ii)outstandin

94、g warrants to purchase approximately 229 million shares of our common stock at a weighted average exercise price of0.0483 per share(ii)34,461 outstanding shares of our Preferred Stock that,upon conversion without regard to any beneficialownership limitations or advance conversion notice,would provid

95、e the holders with an aggregate of approximately 2,461 millionshares of our common stock.The issuance of shares of common stock upon exercise of outstanding options or conversion ofpreferred stock could result in substantial dilution to our stockholders,which may have a negative effect on the price

96、of ourcommon stock.YOU MAY EXPERIENCE FUTURE DILUTION AS A RESULT OF THIS OFFERING OR FUTURE EQUITYOFFERINGS.We are registering for resale 235,000,000 shares that we may sell to GHS under the GHS Financing Agreement.Sales ofshares of our common stock under the GHS Financing Agreement may cause the t

97、rading price of our common stock to decline.MANAGEMENT WILL HAVE BROAD DISCRETION AS TO THE USE OF ANY PROCEEDS RECEIVED UNDERTHE GHS FINANCING AGREEMENT AND WE MAY NOT USE THE PROCEEDS EFFECTIVELY.Our management will have broad discretion as to the application of any proceeds received from GHS unde

98、r the GHSFinancing Agreement and could spend the proceeds in ways that do not necessarily improve our operating results or enhance thevalue of our common stock.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements.Such forward-looking statements inc

99、lude those that express plans,anticipation,intent,contingency,goals,targets or future development and/or otherwise are not statements of historical fact.Theseforward-looking statements are based on our current expectations and projections about future events and they are subject to risksand uncertai

100、nties known and unknown that could cause actual results and developments to differ materially from those expressedor implied in such statements.In some cases,you can identify forward-looking statements by terminology,such as“expects”,“anticipates”,“intends”,“estimates”,“plans”,“potential”,“possible”

101、,“probable”,“believes”,“seeks”,“may”,“will”,“should”,“could”or the negative ofsuch terms or other similar expressions.Accordingly,these statements involve estimates,assumptions and uncertainties that couldcause actual results to differ materially from those expressed in them.Any forward-looking stat

102、ements are qualified in their entiretyby reference to the factors discussed throughout this prospectus.62025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm11/71 You should read this prospectus

103、and the documents that we reference herein and have filed as exhibits to the registrationstatement,of which this prospectus is part,completely and with the understanding that our actual future results may be materiallydifferent from what we expect.You should assume that the information appearing in

104、this prospectus is accurate as of the date on thefront cover of this prospectus only.Because the risk factors referred to above could cause actual results or outcomes to differmaterially from those expressed in any forward-looking statements made by us or on our behalf,you should not place unduereli

105、ance on any forward-looking statements.Further,any forward-looking statement speaks only as of the date on which it is made,and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on whichthe statement is made or to reflect the occurre

106、nce of unanticipated events.New factors emerge from time to time,and it is notpossible for us to predict which factors will arise.In addition,we cannot assess the impact of each factor on our business or theextent to which any factor,or combination of factors,may cause actual results to differ mater

107、ially from those contained in anyforward-looking statements.We qualify all of the information presented in this prospectus,and particularly our forward-lookingstatements,by these cautionary statements.USE OF PROCEEDS This prospectus relates to shares of our common stock that may be offered and sold

108、from time to time by GHS.We willnot receive any proceeds upon the sale of shares by GHS.However,we may receive gross proceeds of up to$3 million(and netproceeds of approximately$2.8 million under the GHS Financing Agreement.We expect to use the net proceeds from the sale ofthe shares under the GHS F

109、inancing Agreement for general corporate purposes,including working capital.However,we cannotguarantee that we will receive any additional proceeds in connection with the GHS Financing Agreement because we may beunable or choose not to issue and sell any additional securities pursuant to the GHS Fin

110、ancing Agreement.Because of this,we havenot determined the amount of proceeds to be used specifically for any particular purpose or the timing of any expenditures.Accordingly,management will retain broad discretion and flexibility in applying the proceeds.Pending the use of proceeds asdescribed abov

111、e,we plan to invest the net proceeds that we receive in short-term and intermediate-term interest-bearingobligations,investment-grade investments,certificates of deposit or direct or guaranteed obligations of the U.S.government.SELLING STOCKHOLDER This prospectus relates to the resale from time to t

112、ime by the selling stockholder identified herein of up to an aggregate of235,000,000 shares of our common stock.The Purchase Shares are being registered to permit public sales of such securities,and the selling stockholder may offerthe Purchase Shares for resale from time to time pursuant to this pr

113、ospectus.The selling stockholder may also sell,transfer orotherwise dispose of all or a portion of their Purchase Shares in transactions exempt from the registration requirements of theSecurities Act or pursuant to another effective registration statement covering the sale of such securities.The fol

114、lowing table sets forth,based on information provided to us by the selling stockholder or known to us,the name ofthe selling stockholder,and the number of shares of our common stock beneficially owned by the selling stockholder before andafter this offering.The number of shares owned are those benef

115、icially owned,as determined under the rules of the SEC,and theinformation is not necessarily indicative of beneficial ownership for any other purpose.Under these rules,beneficial ownershipincludes any shares of common stock as to which a person has sole or shared voting power or investment power and

116、 any shares ofcommon stock that the person has the right to acquire within 60 days through the exercise of any option,warrant or right,throughconversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust,discretionaryaccount or similar arrangemen

117、t.The selling stockholder is not a broker-dealer or an affiliate of a broker-dealer.The sellingstockholder has not had any material relationship with us or any of our predecessors or affiliates within the past three years.We have assumed all of the Purchase Shares reflected offered hereunder will be

118、 sold from time to time in the offeringcovered by this prospectus.Because the selling stockholder may offer all or any portions of the Purchase Shares listed in the tablebelow,no estimate can be given as to the amount of those Purchase Shares covered by this prospectus that will be held by thesellin

119、g stockholder upon the termination of the offering.72025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm12/71 GHS will be deemed to be an underwriter within the meaning of the Securities Act.Any

120、 profits realized by the sellingstockholder may be deemed to be underwriting commissions.Selling Stockholder Number ofSharesBeneficiallyOwned Priorto Offering MaximumNumber ofSharesOffered Number ofSharesBeneficiallyOwned AfterOffering(1)Percentage ofSharesOwned AfterOffering GHS Investments,LLC 803

121、,536 235,000,000 0 (1)Assumes that all of the Purchase Shares held by the selling stockholder covered by this prospectus are sold and that the sellingstockholder acquires no additional shares of common stock before the completion of this offering.However,as the sellingstockholder can offer all,some,

122、or none of their Purchase Shares,no definitive estimate can be given as to the number ofPurchase Shares that the selling stockholders will ultimately offer or sell under this prospectus.Mark Grober is a member ofGHS who may be deemed to be a beneficial owner of common stock held by GHS.Mr.Grober dis

123、claims beneficial ownershipof the common stock held by GHS.The address of GHS is 420 Jericho Turnpike,Suite 102,Jericho,NY 11753.PLAN OF DISTRIBUTION The selling stockholder may,from time to time,sell any or all of its shares of Company common stock on OTCQB or anyother stock exchange,market officer

124、s existing as of the time of such repeal or modification trading facility on which the shares ofour common stock are traded,or in private transactions.These sales may be at fixed prices,prevailing market prices at the time ofsale,at varying prices,or at negotiated prices.The selling stockholder may

125、use any one or more of the following methods whenselling shares:ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion ofthe block as princi

126、pal to facilitate the transaction;purchases by a broker-dealer as principal and resale by the broker-dealer for its account;privately negotiated transactions;broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated priceper share;or a combinati

127、on of any such methods of sale.Additionally,broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate insales.Broker-dealers may receive commissions or discounts from the selling stockholder(or,if any broker-dealer acts as agent forthe purchaser of shares

128、,from the purchaser)in amounts to be negotiated,but,except as set forth in a supplement to this prospectus,in the case of an agency transaction not in excess of a customary brokerage commissions.GHS is an underwriter within the meaning of the Securities Act,and any broker-dealers or agents that are

129、involved inselling the shares may be deemed to be“underwriters”within the meaning of the Securities Act in connection with such sales.Anycommissions received by such broker-dealers or agents,and any profit on the resale of the shares purchased by them,may bedeemed to be underwriting commissions or d

130、iscounts under the Securities Act.GHS has informed us that it does not have anywritten or oral agreement or understanding,directly or indirectly,with any person to distribute the Companys common stock.82025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.go

131、v/Archives/edgar/data/1371128/000164117225011460/forms-1.htm13/71 Discounts,concessions,commissions and similar selling expenses,if any,attributable to the sale of shares will be borneby the selling stockholder.The selling stockholder may agree to indemnify any agent,dealer,or broker-dealer that par

132、ticipates intransactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.We are required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by thisprospectus.We will not receive any proceeds from the res

133、ale of any of the shares of our common stock by the selling stockholder.We will receive proceeds from the sale of our common stock to GHS under the GHS Financing Agreement.Neither the GHSFinancing Agreement with GHS nor any rights of the parties under the GHS Financing Agreement may be assigned or d

134、elegated toany other person.The Purchase Shares will be sold only through registered or licensed brokers or dealers if required under applicable statesecurities laws.In addition,in certain states,the Purchase Shares may not be sold unless they have been registered or qualified forsale in the applica

135、ble state or an exemption from the registration or qualification requirement is available and is complied with.Under applicable rules and regulations under the Exchange Act,any person engaged in the distribution of the PurchaseShares may not simultaneously engage in market making activities with res

136、pect to the common stock for the applicable restrictedperiod,as defined in Regulation M,prior to the commencement of the distribution.In addition,the selling stockholder will besubject to applicable provisions of the Exchange Act and the rules and regulations thereunder,including Regulation M,which

137、maylimit the timing of purchases and sales of shares of the common stock by the selling stockholder or any other person.We will makecopies of this prospectus available to the selling stockholder.DESCRIPTION OF SECURITIES The authorized capital stock of the Company consists of 6,000,000,000 shares of

138、 common stock,par value$0.0001 pershare,and 10,000,000 shares of preferred stock,par value$0.0001 per share,1,000 of which are designated Series A PreferredStock,1,000 of which are designated as Series B Preferred Stock,and 35,000 of which are designated as Series C Preferred Stock.The authorized an

139、d unissued shares of common stock and the authorized and undesignated shares of preferred stock are availablefor issuance without further action by our stockholders,unless such action is required by applicable law or the rules of any stockexchange on which our securities may be listed.The board of d

140、irectors is authorized,subject to any limitations prescribed by law,without further vote or action by our stockholders,to issue from time to time shares of preferred stock in one or more series.Eachsuch series of preferred stock shall have such number of shares,designations,preferences,voting powers

141、,qualifications and specialor relative rights or privileges as determined by our board of directors,which may include,among others,dividend rights,votingrights,liquidation preferences,conversion rights and preemptive rights.Issuance of preferred stock by our board of directors mayresult in such shar

142、es having dividend and/or liquidation preferences senior to the rights of the holders of our common stock andcould dilute the voting rights of the holders of our common stock.Holders of the Companys common stock are entitled to one vote for each share on all matters submitted to a stockholdervote.Ho

143、lders of common stock do not have cumulative voting rights.Therefore(subject to the rights of the holders of anyoutstanding preferred stock),holders of a majority of the shares of common stock voting for the election of directors can elect all ofthe directors to our Board of Directors.Holders of the

144、 Companys common stock representing a majority of the voting power of theCompanys capital stock issued,outstanding and entitled to vote,represented in person or by proxy,are necessary to constitute aquorum at any meeting of stockholders.A vote by the holders of a majority of the Companys outstanding

145、 shares is required toeffectuate certain fundamental corporate changes such as a merger or an amendment to the Companys articles of incorporation.Holders of the Companys common stock are entitled to share in all dividends that the Board of Directors,in its discretion,declares from legally available

146、funds.In the event of a liquidation,dissolution or winding up,each outstanding share entitles itsholder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock,if any,having preference over the common stock.The Companys common stock

147、has no pre-emptive rights,no conversion rights,andthere are no redemption provisions applicable to the Companys common stock.92025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm14/71 DESCRIPTIO

148、N OF BUSINESS General Overview We are a developer of clean energy technologies.Our current focus is on developing a green hydrogen productiontechnology that uses water and heat rather than electricity to produce the worlds cheapest green hydrogen.Hydrogen is the cleanest and most abundant element in

149、 the universe,and we cant live without it.Hydrogen is the keyingredient 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 na

150、tural gas,whichare 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 anelectrolyzer using green electricity produced from solar or wind.However,

151、green electricity is and always will be very expensive.Itcurrently accounts for 73%of the cost of green hydrogen.By using heat directly,we can skip the expensive process of makingelectricity,and fundamentally lower the cost of green hydrogen.Inexpensive heat can be obtained from concentrated solar,g

152、eothermal,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 thatGoldman Sachs(in a 2022 report)estimated to have a future

153、 market value of$12 trillion.Industry Overview Hydrogen is the most abundant and prevalent clean energy in the universe.73%of the Sun is made up of hydrogen.On a weight basis,hydrogen(142 MJ/kg)contains 3X as much energy as gasoline(46 MJ/kg),and 200X as much energy aslithium-ion batteries(0.6 MJ/kg

154、).It can be used in fuel cells to power electric vehicles or cities.It can be combusted in gas turbines or internal combustion engines for power generation.It is a zero-emission clean fuel and produces only water vapor when used.It is the main ingredient in fertilizers that feed our hungry world.Hyd

155、rogen does not exist in its pure form,and must be extracted.According to a 2022 report from the U.S.Department ofEnergy,more than 95%of hydrogen in the world are made by steam reforming of natural gas(“Grey Hydrogen”)or coalgasification(“Brown Hydrogen”).Both sources of hydrogen are basically differ

156、ent forms of dirty,carbon heavy,and non-renewable fossil fuels.This does nothing to help fight climate change or lead to renewable energy and a sustainable planet.According to a 2023 research report from Vantage Market Research,green hydrogen has an annual market size of morethan$374 million in 2021

157、,and is expected to hit$8.7 billion in 2028.Developing cost-competitive Green Hydrogen made fromrenewable resources such as solar,wind and water can significantly expand the market for hydrogen.At this time,the electrolyzertechnology represents the most well understood way forward.Solar or Wind Ener

158、gy+Water+Electrolyzers=Green Hydrogen 102025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm15/71 Abundant sources of Green Hydrogen can power a clean energy world of fast charging fuel cell ele

159、ctric vehicles,light upour homes,make our fertilizers and ultimately replace many forms of fossil fuels.An overwhelming amount of scientific evidence shows that carbon emissions from fossil fuels have contributed toincreasing global climate change.Policymakers around the world have accelerated progr

160、ams to enable the development andadoption of renewable energy.The U.S has been slow to adopt such programs but is quickly becoming a formidable force.According to the World Resources Institute,more than 14 U.S.states have legislative mandates requiring 100%renewableelectricity,some as early as 2040.

161、Both the U.K.and European Union are targeting net zero greenhouse gas emissions by 2050.With this global backdrop and concerted actions toward climate policies and clean energy,we believe the Green Hydrogenrevolution is ready to take off.The Sun does not always shine,and the wind does not always blo

162、w.Therefore,green energy fromsolar and wind power is inherently intermittent and unreliable as a primary source of power.However,by converting that greenelectricity into Green Hydrogen,it can be used anywhere and anytime for electricity,chemicals,heating and all necessities of life.Because of the ve

163、rsatility of hydrogen,we believe Green Hydrogen has the potential to fundamentally improve the worldeconomy and usher in a new era of economic prosperity,sustainability,and energy independence to those with access to solar,windand water which describes most of the entire world.Electrolyzer Technolog

164、y For more than 200 years,scientists have known how to split water into hydrogen(H2)and oxygen(O2).By placing twometal electrodes into a jar of salted water(electrolytic solution)and applying an electrical voltage between them,H2 and O2 willbubble up at the separate electrodes.This process is called

165、 electrolysis and the device is called an electrolyzer.If the source ofelectricity is renewable such as solar or wind,then the resulting hydrogen is a zero-greenhouse gas renewable resource-GreenHydrogen.There are two primary types of commercial electrolyzers.The original alkaline electrolyzer and t

166、he modern protonexchange membrane(PEM)electrolyzer.However,neither technology can currently produce Green Hydrogen at scale that is costcompetitive with Grey or Brown Hydrogen sourced from fossil fuels.PEM electrolysis has the advantage of higher efficiency andquickly reacting to fluctuating input e

167、nergy,which is ideally matched to the fluctuating nature of solar and wind energy.Its smallerfootprint also makes it ideal for distributed systems,which is how most renewable energy systems are implemented.PEM electrolyzers are expensive because they rely on rare materials such as platinum and iridi

168、um-which is akin tostardust found only in asteroids-as chemical catalysts for the water-splitting reactions.According to National Renewable EnergyLaboratory(NREL),these materials account for nearly 50%of the capital cost of PEM electrolyzers.Additionally,the cost ofelectricity contributes to over 70

169、%of hydrogen production costs.The Problem with Electrolyzer Technology For more than 100 years,the gold standard for producing green hydrogen is through electrolysis,using electrolyzers withsolar or wind energy to split water into hydrogen and oxygen.However,electrolyzers are very expensive and thei

170、r efficiencies arefundamentally limited by the natural laws of thermodynamics.For example,the theoretical voltage required to split water is 1.23V,but in real life,the voltage required in an industrial electrolyzer is closer to 2V,sometimes more.This 60%or more of additionalenergy is wasted and not

171、put into hydrogen molecules.112025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm16/71 The electrolyzer was first Invented in 1789 and its basic chemistry and architecture hasnt changed much si

172、nce then,despite many materials and manufacturing advancements.Nearly all electrolyzers suffer from the following disadvantages:Overvoltage-The need for much higher voltage,or input energy,to drive meaningful amounts of hydrogen production.Precious Metals-Catalysts used for water splitting are often

173、 precious metals such as platinum and iridium,a material so rare itcan only be found in asteroids,and they all corrode over time.Membranes-Degradable membranes are needed to separate hydrogen(H2)and oxygen(O2)bubbles so they dont re-combineto make water(H2O).Distilled Water-Precious metals and membr

174、anes are highly susceptible to fouling,therefore expensively distilled pure water isrequired.2D Reaction Surfaces-Water splitting reactions can only happen on the surfaces of 2-dimentional electrode plates.Therefore,much of the water is literally waiting around to be zapped,resulting in low efficien

175、cy and low throughput.According to the 2022 Oxford Institute for Energy Studies,The biggest problem with electrolyzers is the use of electricity,which accounts for nearly 73%of the cost of Hydrogen production.The Solution-Using Heat Instead of Electricity is a Better Way Cheap,widely available green

176、 hydrogen could revolutionize global energy systems and presents a$12 trillion marketopportunity.NewHydrogen aims to play a leading role in capturing a share of this enormous potential market by developing awhole new way to reduce the cost of green hydrogen.”NewHydrogen is developing ThermoLoopTM,a

177、novel low-cost thermochemical process to split water using inexpensiveheat,instead of expensive electricity.Previous thermochemical approaches use extremely hard to manage temperatures such as2,000C,or an inefficient series of step reactions at different temperatures to split water into oxygen and h

178、ydrogen.Using heat tosplit water isnt new,but our goal with ThermoLoopTM is to develop an elegant and highly efficient chemical looping redoxprocess operating at normal industrial temperatures ranges(below 1000C).One step oxidizes(changes)the material to facilitate hydrogen production,the other step

179、(s)reduce(recover)the materialand produce oxygen.These steps operate in a continuous process loop that splits an incoming supply of steam(water).This type ofredox chemistry is simple on paper but hard in practice.The magic lies in the redox properties of certain multiphase materials,andthis has not

180、been done before and represents an exciting development that may enable substantial cost reduction by skippingexpensive electricity.Inexpensive heat can be obtained from concentrated solar,geothermal,nuclear reactors or industrial wasteheat.”Applications of Green Hydrogen Unlike lithium-ion where it

181、 is simply a battery technology,Green Hydrogen is an economy.There are many applicationsfor Green Hydrogen,some with larger markets than others.Here are just a few.122025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164

182、117225011460/forms-1.htm17/71 (Source:U.S.Department of Energy)Green Electric Grid-The electric grid is finicky,sometimes it needs a lot of electricity sometimes it does not.Unusedelectricity from solar and wind farms are wasted if it is not used immediately.The Sun does not always shine,and the win

183、ddoes not always blow,and this makes solar and wind sourced electricity unreliable.One solution is to use an electrolyzersystem to convert the excess solar/wind electricity into hydrogen and store it in inexpensive nearby underground caverns.When electricity demand spikes,the hydrogen can be convert

184、ed back into electricity through a fuel cell.We believe,this is avery scalable solution as opposed to miles and miles of very expensive grid-scale battery systems.In fact,the Advanced CleanEnergy Storage project in Utah aims to do just this by building the worlds largest storage facility for 1,000 m

185、egawatts of cleanpower,partly by putting hydrogen into underground salt caverns.132025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm18/71 Fuel Cell Electric Vehicles(FCEV)-Perhaps the most exc

186、iting application of hydrogen is the direct use in fuel cell electricvehicles.A hydrogen tank in a passenger car can be filled in under five minutes.The only tailpipe emission is water.Accordingto a recent article by Hydrogen Fuel News,hydrogen car market is expected to take off by 2028.Until now,th

187、e zero-emissionpassenger vehicle market has been dominated by battery electric technology by a wide margin.The falling price of greenhydrogen and energy security issues in terms of electricity in many areas of the world,however,are causing automakers,governments and consumers to look more favorably

188、at hydrogen than had previously been the case.Battery Electric Vehicles(BEV)-We believe BEV and FCEV can coexist just like diesel and gasoline cars coexist today.BEVs running on electricity generated through the Green Electric Grid is a beneficiary and indirect user of hydrogentechnology.The Green E

189、lectric Grid is the network of solar,wind and other alternative energy generation and distribution.Hydrogen Fueling Stations-We believe electrolyzers are well suited and scalable for distributed onsite Green Hydrogengeneration in fueling station applications.With green electricity from a nearby sola

190、r array or renewable electric grid,GreenHydrogen can be produced anywhere and anytime.This distributed model of hydrogen production eliminates the need forexpensive transportation from a centralized facility.Lower Carbon Gas Infrastructure-Green Hydrogen can serve as a steppingstone to a lower carbo

191、n footprint natural gassupply.Southern California Gas,and others,have demonstrated that the existing natural gas pipelines that supply gas to ourcooking stoves and homes can safely contain 5-10%hydrogen without any modifications.This means that an electrolyzersystem near a natural gas plant can inje

192、ct Green Hydrogen directly into the existing gas infrastructure,lowering the carbonfootprint of our meals and our warm homes.Air Taxis of the Future-Hydrogen has 200 times the theoretical energy of lithium-ion batteries per kilogram.We believehydrogen is the obvious choice because of its lighter wei

193、ght,in the emerging but potentially revolutionary air mobility marketof small electric aircrafts,such as the Skai air tax drone.According to Skai,battery-powered air mobility vehicles are projectedto have flight durations of less than half an hour before needing to recharge-Skais hydrogen fuel cells

194、 give them the ability tofly continuously for up to 4 hours or more with higher capacity auxiliary tanks.Research and Development NewHydrogen is developing ThermoLoop-a breakthrough technology that uses water and heat rather than electricityto produce the worlds lowest cost green hydrogen.Hydrogen i

195、s the cleanest and most abundant element in the universe,and wecant live without it.Hydrogen is the key ingredient in making fertilizers needed to grow food for the world.It is also used fortransportation,refining oil and making steel,glass,pharmaceuticals and more.Nearly all the hydrogen today is m

196、ade fromhydrocarbons like coal,oil,and natural gas,which are dirty and limited resources.Water,on the other hand,is an infinite andrenewable worldwide resource.Currently,the most common method of making green hydrogen is to split water into oxygen and hydrogen with anelectrolyzer using green electri

197、city produced from solar or wind.However,green electricity is and always will be very expensive.Itcurrently accounts for 73%of the cost of green hydrogen.By using heat directly,we can skip the expensive process of makingelectricity,and fundamentally lower the cost of green hydrogen.Inexpensive heat

198、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 thatGoldman Sachs es

199、timated to have a future market value of$12 trillion.Marketing Strategy We will begin marketing our ThermoLoopTM technology as soon as a tangible form of quantitative performancedemonstration becomes available.Our marketing plan includes engaging with manufacturers of existing thermochemical hydroge

200、nproduction component and delivery infrastructure,as well as identifying and developing relationships with potential licensingpartners with large scale hydrogen generation and supply logistics all over the world.142025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps

201、:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm19/71 We are currently outsourcing our promotion efforts to a public relations firm that is assisting us with comprehensiveadvertising and promotion of the Company.Backlog of Orders We do not have any backlog of orders.Governmen

202、t Contracts We do not have any government contracts at this time.Compliance with Environmental Laws and Regulations Our operations are subject to local,state and federal laws and regulations governing environmental quality and pollutioncontrol.To date,our compliance with these regulations has had no

203、 material effect on our operations,capital,earnings,orcompetitive position,and the cost of such compliance has not been material.We are unable to assess or predict at this time whateffect additional regulations or legislation could have on our activities.Manufacturing and Distribution On February 2,

204、2022,we entered into a Manufacturing Supply Agreement with Verde LLC providing for the futurecommercial production of hydrogen generation plants.The term of the Agreement continued through December 31,2024.Additionally,the Agreement contemplates that the quantities,pricing and delivery date and othe

205、r terms will be set forth in purchaseorders issued under the Agreement.We may enter into additional agreements for the manufacture and distribution of our own technology products in thefuture.Intellectual Property On May 19,2011,we filed a U.S.patent to protect the intellectual property rights for“P

206、hotovoltaic Module Backsheet,Materials for Use in Module Backsheet and Process for Making the Same,”application number 13/093,549.The inventor listed onthe patent application is Stanley Levy,our former Chief Technology Officer.The Company is listed as assignee.This patent wasissued on July 14,2015.O

207、ur BioBacksheetR is currently available for licensing only.On March 26,2018,North Carolina Agricultural and Technical State University filed a U.S.patent application U.S.SerialNo.62/473,772 titled“Prelithiated Silicon Particles for Lithium Ion Batteries”,and we currently have option to negotiate for

208、 a non-exclusive License Agreement for the use of the technology.The patent was issued on December 29,2020.Competition There are number of companies developing green hydrogen technologies including ITM Power,Clean Power HydrogenGroup,Sunfire,Greenway Energy,Amalyst,and AFC Energy.We expect a high le

209、vel of competition,but the market opportunity isvery large.Once we implement the prototype demonstration of our technology for commercial application,we plan on seekingpartnership or licensing arrangements for our green hydrogen technology with a select group of equipment manufacturers of greenhydro

210、gen.152025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm20/71 Technology Development Partners On September 28,2017,the Company entered into an Exclusive License Agreement(the“License Agreement

211、”)with theNorth Carolina A&T State University related to the use of the Universitys intellectual property in the Companys business ofdeveloping,producing and marketing lithium-ion batteries.Within thirty(30)days after entering into the License Agreement,theCompany paid to the University a one-time,n

212、on-refundable license fee in the sum of$15,000.Pursuant to the terms of the LicenseAgreement,the Company is obligated to pay all costs of preparing,filing,prosecution,issuance and maintenance related to thepatents underlying the intellectual property licensed by the Company.In addition,the Company i

213、s obligated to make certain annualroyalty payments and sub-licensing fees.On September 28,2020,the Company again paid to the University annual non-refundablelicensee fee of$15,000.On September 28,2021,the Company chose not to renew the exclusive licensing arrangement.TheCompany retains option for a

214、nonexclusive license to use the technology.On June 14,2018,the Company executed a joint development agreement with Silicio Ferrosolar SLU,a subsidiary ofFerroglobe,PLC(NASDAQ:GSM),for collaborative efforts to assess,develop,and/or market silicon anode materials for highpower,high energy lithium ion

215、batteries by integrating BioSolar technology and Ferroglobe silicon materials.The agreementexpired on June 14,2022 pursuant to the original terms of the agreement.On March 6,2020,the Company executed a joint development agreement with Soelect,Inc,for collaborative efforts toassess,develop,and/or mar

216、ket a processing technology to produce silicon oxide anode materials for electric vehicle lithium ionbatteries.The Company ended the joint development relationship in June 2021 and has pivoted away from pursuing batterytechnology to focus on pursuing Green Hydrogen Opportunities.On May 27,2021,the C

217、ompany terminated the joint developmentagreement.On December 14,2020,the Company executed a sponsored research agreement with the University of California,LosAngeles,for collaborative efforts to discover and develop efficient and stable earth-abundant material-based catalysts for hydrogenproduction

218、through water electrolysis.On October 30,2022,the Company entered into Sponsored Research Agreement ThirdAmendment(the“Amendment Agreement”).Pursuant to the Amendment Agreement,the Sponsored Research Agreement wasfurther amended to among other things(i)extend the term of the Sponsored Research Agree

219、ment to December 31,2025;(ii)increase the consideration payable to the University under the Sponsored Research Agreement to$2,797,368;(iv)amend the scopeof work under the Sponsored Research Agreement;and(iii)update the schedule of payments to the University.On December 1,2023,the Company exercised i

220、ts option to conclude its sponsored research that was being conducted pursuant to the SponsoredResearch Agreement with the University of California Los Angeles(UCLA),as amended(the“Agreement”).Sponsored researchunder the Agreement,which resulted in successful development of non-precious metal-based

221、oxygen evolution reaction(OER)catalyst and hydrogen evolution reaction(HER)catalyst that uses an order of magnitude less platinum,concluded effectiveDecember 31,2023.In the future,the Company may choose to negotiate with UCLA to license intellectual property arising fromthe sponsored research under

222、the Agreement.The Company made the decision to conclude the Agreement to fully focus itsresearch efforts and financial resources on the development of its ThermoLoopTM technology at UC Santa Barbara(UCSB).On June 28,2023,the Company entered into a Research Agreement(the“Agreement”)with The Regents o

223、f theUniversity of California(the“University”),on behalf of its Santa Barbara Campus.Pursuant to the Agreement,the University willperform certain research with respect to Thermochemical Water Splitting for Hydrogen Production from Water.The Agreementprovides that the research will be completed under

224、 the direction of Professors Phillip Christopher and Eric McFarland,who willserve as principal Investigators.The Agreement also sets forth the rights to any data or information developed by the Universityunder the Agreement,as well as the ownership of any patentable developments or discoveries arisi

225、ng from the Agreement.Theeffective date of the Agreement is August 1,2023 and the term of the Agreement runs through July 31,2025.To assist us in the development of our technology,we intend to seek out and enter into technology developmentagreements with other entities with testing and materials exp

226、ertise.Corporate Information and History We were incorporated in the State of Nevada on April 24,2006,as BioSolar Labs,Inc.Our name was changed toBioSolar,Inc.on June 8,2006,and to NewHydrogen,Inc.on April 30,2021.Our principal executive offices are located at 27936 Vista Canyon Blvd,Suite 202,Santa

227、 Clarita,California 91387,andour telephone number is(661)251-0001.Our fiscal year end is December 31.162025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm21/71 Available Information We file ann

228、ual,quarterly,and current reports,proxy statements and other information with the U.S.Securities ExchangeCommission(the“SEC”).These filings are available to the public on the Internet at the SECs website at http:/www.sec.gov.We maintain our corporate website at http:/(this website address is not int

229、ended to function as ahyperlink and the information contained on our website is not intended to be a part of this prospectus).Human Capital Resources As of March 10,2025 we had two(2)full time employees.We have not experienced any work stoppage and we considerrelations with our employees to be good.

230、Properties Our headquarters are located at 27936 Vista Canyon Blvd,Suite 202,Santa Clarita,California 91387.We lease our facilityunder a month-to-month lease without an expiration date.Our monthly lease payment is$550.The size of our office is 144 squarefeet.Legal Proceedings We are not party to,and

231、 our property is not subject to,any material legal proceedings.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market for Common Stock The Companys common stock trades on the OTCQB under the symbol“NEWH”.Holders As of May 15,2025,there were approximately 100 holders of the Companys common s

232、tock,not including shares held in“street name”in brokerage accounts,which are unknown.Dividends The Company has not declared or paid any cash dividends on its common stock and does not anticipate paying dividendsfor the foreseeable future.172025/5/20 10:33sec.gov/Archives/edgar/data/1371128/00016411

233、7225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm22/71 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Managements Discussion and Analysis should be read in conjunction with our consolidated financia

234、lstatements and the related notes thereto included elsewhere herein.The Managements Discussion and Analysis contains forward-looking statements that involve risks and uncertainties,such as statements of our plans,objectives,expectations and intentions.Any statements that are not statements of histor

235、ical fact are forward-looking statements.When used,the words“believe,”“plan,”“intend,”“anticipate,”“target,”“estimate,”“expect,”and the like,and/or future-tense or conditional constructions(“will,”“may,”“could,”“should,”etc.),or similar expressions,identify certain of these forward-looking statement

236、s.These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from thoseexpressed or implied by the forward-looking statements in this prospectus.Our actual results and the timing of events could differmaterially from those a

237、nticipated in these forward-looking statements as a result of several factors including,but not limited to,those noted under“Risk Factors.”.We do not undertake any obligation to update forward-looking statements to reflect events orcircumstances occurring after the date of this prospectus,except as

238、may be required under applicable law.Overview-We are a developer of clean energy technologies.Our current focus is on developing a thermochemical green hydrogenproduction technology to lower the cost of Green Hydrogen production.Hydrogen is the cleanest and most abundant element in the universe,and

239、we cant live without it.Hydrogen is the keyingredient 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,whichare

240、 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 anelectrolyzer using green electricity produced from solar or wind.However,green electricity

241、is and always will be very expensive.Itcurrently accounts for 73%of the cost of green hydrogen.By using heat directly,we can skip the expensive process of makingelectricity,and fundamentally lower the cost of green hydrogen.Inexpensive heat can be obtained from concentrated solar,geothermal,nuclear

242、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 thatGoldman Sachs estimated to have a future market value of$12 trillion.We hav

243、e previously developed an innovative material technology to reduce the cost per watt of electricity produced byPhotovoltaic,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 financial st

244、atements,which have been prepared in accordance with accounting principles generally accepted in the United States of America.Thepreparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,liabilities,revenues and expenses,and rela

245、ted disclosures of contingent assets and liabilities.On an ongoing basis,we evaluate ourestimates,including those related to impairment of property,plant and equipment,intangible assets,deferred tax assets and fairvalue computation using a Binomial lattice valuation model.We base our estimates on hi

246、storical experience and on various otherassumptions,such as the trading value of our common stock and estimated future undiscounted cash flows,that we believe to bereasonable under the circumstances,the results of which form the basis for making judgments about the carrying value of assetsand liabil

247、ities that are not readily apparent from other sources.Actual results may differ from these estimates under differentassumptions or conditions;however,we believe that our estimates,including those for the above-described items,are reasonable.Use of Estimates The preparation of financial statements i

248、n conformity with generally accepted accounting principles,requires managementto make estimates and assumptions that affect the amounts reported in the accompanying financial statements.Significant estimatesmade in preparing these financial statements,include the estimate of useful lives of property

249、 and equipment,the deferred taxvaluation 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

250、whichapproximates fair value due to the short-term nature of these instruments.182025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm23/71 Recently Issued Accounting Pronouncements Management re

251、viewed currently issued pronouncements during the three months ended March 31,2025,and does notbelieve that any other recently issued,but not yet effective,accounting standards if currently adopted would have a material effecton the accompanying condensed unaudited financial statements.RESULTS OF OP

252、ERATIONS-THREE MONTHS ENDED MARCH 31,2025,COMPARED TO THE THREE MONTHSENDED MARCH 31,2024 OPERATING EXPENSES Selling and Marketing Expenses Selling and marketing(“S&M”)expenses increased by$31,508 to$106,479 for the three months ended March 31,2025,compared to$74,971 for the prior period ended March

253、 31,2024.The primary increase in(S&M)expenses was the result of anincrease in service providers of$31,508.General and Administrative Expenses General and administrative(“G&A”)expenses decreased by$249 to$267,453 for the three months ended March 31,2025,compared to$306,404 for the prior period ended

254、March 31,2024.The overall decrease in G&A expenses was thecombination of all expenses.Research and Development Research and Development(“R&D”)expenses increased by$12,579 to$101,518 for the three months ended March 31,2025,compared to$88,939 for the prior period ended March 31,2024.This overall incr

255、ease in R&D expenses was the result of anincrease in outside research fees.Depreciation and Amortization Expense Depreciation and amortization expense for the three months ended March 31,2025 and 2024 was$821 and$1,027,respectively.Other Income/(Expenses)Other income and(expenses)decreased by$160 to

256、$177 for the three months ended March 31,2025,compared to$337for the prior period ended March 31,2024.The decrease in other income and(expenses)was the result of an increase in interestincome of$160.The decrease in other income and(expenses)was primarily due to the net change in interest income.Net

257、Loss Our net loss for the three months ended March 31,2025 was$476,094,compared to$471,004 for the prior period endedMarch 31,2024.The Company has not generated any revenues.The majority of the decrease in net loss was due to an overalldecrease in operating expenses and non-cash expense associated w

258、ith 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

259、 of certain outcomesbased on management projections.These inputs were subject to significant changes from period to period and to managementsjudgment;therefore,the estimated fair value of the stock options fluctuate,and the fluctuation may be material.The Company hasnot generated any revenues.192025

260、/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm24/71 RESULTS OF OPERATIONS-YEAR ENDED DECEMBER 31,2024 COMPARED TO THE YEAR ENDEDDECEMBER 31,2023 Selling and Marketing Expenses Selling and mark

261、eting(“S&M”)expenses increased by$207,573 to$316,624 for the year ended December 31,2024,compared to$109,051 for the prior year ended December 31,2023.The increase in S&M expenses was the result of an increase in serviceproviders of$112,749,an increase in website development and maintenance of$52,92

262、2,and an increase in ad campaigns and post-production services of 41,902.General and Administrative Expenses General and administrative(“G&A”)expenses decreased by$(1,731,903)to$1,131,312 for the year ended December 31,2024,compared to$2,863,215 for the prior period December 31,2023.This decrease in

263、 G&A expenses was the result of a decreasein non-cash stock compensation of$(1,777,959),a decrease in professional fees of$(51,751),and a decrease of$(52,815)in otherG&A expenses,with an increase in salaries of$86,218,and an increase in Other G&A expenses of$64,404.Research and Development Research

264、and Development(“R&D”)expenses increased by$159,660 to$362,538 for the year ended December 31,2024,compared to$202,878 for the prior period ended December 31,2023.This overall increase in R&D expenses was the result of anincrease in corporate outside services.Depreciation and amortization Expense De

265、preciation and amortization expense for the years ended December 31,2024 and 2023 was$4,106 and$4,106,respectively.Other Income/(Expenses)Other income and(expenses)decreased by$(1,336)to$1,718 of other expense for the year ended December 31,2024,compared to$3,054 of other income for the prior period

266、 ended December 31,2023.The decrease of$1,336 consisted of interestincome and cash discounts combined.Net Loss Our net loss was$3,177,532 for the year ended December 31,2024,compared to a net loss of$12,085,528 for the priorperiod ended December 31,2023.The decrease of$8,907,996 in net loss was due

267、to a decrease in non-cash change in stockcompensation expense.The Company has not generated any revenues.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 ba

268、sis.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,whichcontemplates continuity of

269、operations,realization of assets and liabilities and commitments in the normal course of business.Theaccompanying unaudited condensed financial statements do not reflect any adjustments that might result if we are unable tocontinue as a going concern.During the three months ended March 31,2025,we di

270、d not generate any revenues,and recognized anet loss of$476,094,due to a change in operating expenses and cash of$492,812 used in operations.As of March 31,2025,we hadworking capital of$1,643,210 and a shareholders deficit of$1,784,321.Management believes that we will be able to continue to raise fu

271、nds through the sale of our securities to existing and newinvestors.Management believes that funding from existing and prospective new investors and future revenue will provide theadditional cash needed to meet our obligations as they become due and will allow the development of our core business op

272、erations.No assurance can be given that any future financing will be available or,if available,that it will be on terms that are satisfactory tothe Company.Even if the Company is able to obtain additional financing,it may contain undue restrictions on our operations,inthe case of debt-financing or c

273、ause substantial dilution for our stockholders,in case of equity financing.202025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm25/71 As of March 31,2025,we had working capital of$1,643,210 com

274、pared to$2,118,257 for the year ended December 31,2024.This decrease in working capital was due primarily to a decrease in cash.During the three months ended March 31,2025,we used$492,812 of cash for operating activities,as compared to$431,405 for the prior period ended March 31,2024.The increase in

275、 the use of cash for operating activities for the current periodwas a result of an increase in research and development cost,and advertising and marketing.Net cash provided from equity financing activities for the three months ended March 31,2025 and March 31,2024 was$0.There was no equity financing

276、 during the current or prior period.Our capital needs have primarily been met from the proceedsof 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 subs

277、tantial doubt about our ability to continue as a going concern without additional capital becoming available.Ourfinancial statements as of March 31,2025,have been prepared under the assumption that we will continue as a going concern.Ourability to continue as a going concern,ultimately is dependent

278、upon our ability to generate revenue,which is dependent upon ourability to obtain additional equity or debt financing,attain further operating efficiencies and,ultimately,to achieve profitableoperations.Our financial statements do not include any adjustments that might result from the outcome of thi

279、s 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.TheCompanys current focus is on developing ThermoLoop,a breakthrough technology that uses water and heat rather thanelectricity to potentia

280、lly produce the worlds lowest cost green hydrogen.Our plan of operation within the next twelve months is to utilize our cash balances to maintain the existingThermoLoop technology development program at UCSB.We believe that our current cash and investment balances will be sufficient to support devel

281、opment activity and generaland administrative expenses for the next nine months.Management estimates that it will require additional cash resources during2025,based upon its current operating plan and condition.We do not expect increased expenses until early 2026 when we ramp upprototyping efforts r

282、elated to our thermochemical water splitting technology.MANAGEMENT The following table lists the executive officers and directors of the Company:Name Age PositionDavid Lee 65 Chairman,President and Acting Chief Financial OfficerSteven Hill 54 Chief Executive Officer and Director The principal occupa

283、tions for the past five years(and,in some instances,for prior years)of each of our executive officersand directors,are as follows:David Lee-Chairman of the Board,President and Acting Chief Financial Officer of the Company since inception(April24,2006).Dr.Lee has over 35 years of engineering,marketin

284、g,sales,and corporate management experience in the areas ofmilitary and consumer communication systems,automotive electronics,software development and consulting.From 2004 to 2006,he was with Ramsey-Shilling Co.in the business of Commercial Real Estate Investment and Brokerage.From 2000 to 2004,hese

285、rved as Chief Operating Officer for Applied Reasoning,Inc.,a Delaware company engaged in the business of Internet SoftwareDevelopment.From 1994 to 2000,he served as Vice Present and General Manager for RF-Link Technology,Inc.,a Californiacompany engaged in the business of Wireless Technology Develop

286、ment and Manufacturing.Dr.Lee received a Ph.D.in ElectricalEngineering from Purdue University in 1989,a Master of Science in Electrical Engineering from University of Michigan in 1986and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.212025/5/20 10:33s

287、ec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm26/71 The Board of Directors has concluded that Dr.Lee is qualified to serve as a director of the Company because of hisdiverse experience in technology,marke

288、ting,and executive management.Steven Hill-Chief Executive Officer of the Company since June 15,2023 and Vice President and a Director of theCompany since March 20,2023.Mr.Hill is an accomplished sales executive with over 20 years of experience in thebiopharmaceutical industry and over 6 years of exp

289、erience in the real estate industry.From March 2022 to February 2023,Mr.Hillserved as a sales associate for Alemann and Associates Realty in Santa Barbara,CA.From October 2016 to February 2023,heserved as a managing member of Hill Investments,LLC,a real estate investment and design group during whic

290、h time Mr.Hillconsulted on property development and managed real estate investments.From December 2015 to October 2021,he served as aregional account manager for Relypsa Inc,a biopharmaceutical start-up in Redwood City,CA.Mr.Hills experience in thepharmaceutical industry leading up to Relypsa began

291、in 2000 with roles varying from sales to marketing and leadership withAstraZeneca,Organon,Schering-Plough and Daiichi Sankyo.Mr.Hill received a Master of Business Administration degree fromIE Business School,a Bachelor of Science in Technology Management degree from Utah Valley University and an Ass

292、ociate ofScience in Aviation Science degree from Utah Valley University.The Board of Directors has concluded that Mr.Hill is qualified to serve as a director of the Company because of hisdiverse experience in technology,marketing,and executive management.COMMITTEES OF THE BOARD We currently do not m

293、aintain any committees of the Board of Directors.Given our size and the development of ourbusiness to date,we believe that the board through its meetings can perform all of the duties and responsibilities which might beperformed by a committee.We do not currently have an audit committee financial ex

294、pert.INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS No executive officer,director or any member of these individuals immediate families or any corporation or organizationwith whom any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.FAM

295、ILY RELATIONSHIPS There are no family relationships among our executive officers and directors.CODE OF ETHICS We have adopted a Code of Ethics that applies to all of our directors,officers and employees.Our Code of Ethics is filedas an exhibit to our annual report on Form 10-K for the year ended Dec

296、ember 31,2007 filed with the Securities and ExchangeCommission on March 25,2008.If we make any amendments to our Code of Ethics other than technical,administrative,or othernon-substantive amendments,or grant any waivers,including implicit waivers,from a provision of our Code of Ethics to our ChiefEx

297、ecutive Officer,Chief Financial Officer,or certain other finance executives,we will disclose the nature of the amendment orwaiver,its effective date and to whom it applies in a Current Report on Form 8-K filed with the Securities and ExchangeCommission.222025/5/20 10:33sec.gov/Archives/edgar/data/13

298、71128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm27/71 LEGAL PROCEEDINGS During the past ten years,none of our directors,executive officers,promoters,control persons,or nominees has been:the subject of any bankruptcy petition filed by o

299、r against any business of which such person was a general partner orexecutive officer either at the time of the bankruptcy or within two years prior to that time;convicted in a criminal proceeding or is subject to a pending criminal proceeding(excluding traffic violations and otherminor offenses);su

300、bject to any order,judgment,or decree,not subsequently reversed,suspended or vacated,of any court of competentjurisdiction or any Federal or State authority,permanently or temporarily enjoining,barring,suspending or otherwiselimiting his involvement in any type of business,securities or banking acti

301、vities;found by a court of competent jurisdiction(in a civil action),the SEC or the Commodity Futures Trading Commission tohave violated a federal or state securities or commodities law.the subject of,or a party to,any Federal or State judicial or administrative order,judgment,decree,or finding,nots

302、ubsequently reversed,suspended or vacated,relating to an alleged violation of(a)any Federal or State securities orcommodities law or regulation;(b)any law or regulation respecting financial institutions or insurance companiesincluding,but not limited to,a temporary or permanent injunction,order of d

303、isgorgement or restitution,civil moneypenalty or temporary or permanent cease-and-desist order,or removal or prohibition order;or(c)any law or regulationprohibiting mail or wire fraud or fraud in connection with any business entity;or the subject of,or a party to,any sanction or order,not subsequent

304、ly reversed,suspended or vacated,of any self-regulatoryorganization(as defined in Section 3(a)(26)of the Exchange Act(15 U.S.C.78c(a)(26),any registered entity(as definedin Section 1(a)(29)of the Commodity Exchange Act(7 U.S.C.1(a)(29),or any equivalent exchange,association,entityor organization tha

305、t has disciplinary authority over its members or persons associated with a member.Board Leadership Structure and Role in Risk Oversight Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should beseparate or combined,we have traditionally deter

306、mined that it is in the best interests of the Company and its stockholders tocombine these roles.Due to the small size and early stage of the Company,we believe it is currently most effective to have theChairman and Chief Executive Officer positions combined.In addition,having one person serve as bo

307、th Chairman and ChiefExecutive Officer eliminates potential for confusion and provides clear leadership for the Company,with a single person setting thetone and managing our operations.The Board oversees specific risks,including,but not limited to:appointing,retaining and overseeing the work of the

308、independent auditors,including resolving disagreements between themanagement and the independent auditors relating to financial reporting;approving all auditing and non-auditing services permitted to be performed by the independent auditors;reviewing annually the independence and quality control pro

309、cedures of the independent auditors;reviewing,approving,and overseeing risks arising from proposed related party transactions;discussing the annual audited financial statements with the management;meeting separately with the independent auditors to discuss critical accounting policies,management let

310、ters,recommendations on internal controls,the auditors engagement letter and independence letter and other material writtencommunications between the independent auditors and the management;and monitoring the risks associated with management resources,structure,succession planning,development and se

311、lectionprocesses,including evaluating the effect the compensation structure may have on risk decisions.232025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm28/71 Board of Directors Meetings and

312、 Attendance We have no formal policy regarding director attendance at the annual meeting of stockholders.The Board of Directorsheld seven(7)meetings in 2024 including three(3)meetings prior to filing our quarterly reports and one(1)meeting prior to filingthis annual report.All Board members were pre

313、sent at all of the meetings.Insider Trading Policy Given our small size,our board of directors has not yet adopted an insider trading policy that is appropriate for a companyof our size.The board intends to consider adopting an appropriate insider trading policy in the future.SECURITY OWNERSHIP OF C

314、ERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS The following table sets forth the names of our executive officers and directors and all persons known by us tobeneficially own 5%or more of the issued and outstanding common stock of the Company at May 15,2025.Beneficial ownersh

315、ipis determined in accordance with the rules of the Securities and Exchange Commission.In computing the number of sharesbeneficially owned by a person and the percentage of ownership of that person,shares of common stock subject to options held bythat person that are currently exercisable or become

316、exercisable within 60 days of May 15,2025 are deemed outstanding even ifthey have not actually been exercised.Those shares,however,are not deemed outstanding for the purpose of computing thepercentage ownership of any other person.The percentage ownership of each beneficial owner is based on 705,403

317、,048outstanding shares of common stock.Except as otherwise listed below,the address of each person is c/o NewHydrogen,Inc.,27936 Vista Canyon Blvd.,Suite 202,Santa Clarita,CA 91387.Except as indicated,each person listed below has sole voting andinvestment power with respect to the shares set forth o

318、pposite such persons name.Title of Class Name of BeneficialOwner Number of Shares ofCommon StockBeneficially Owned Percentage ofCommon StockBeneficiallyOwned(1)Common Stock David Lee(2)404,769,290 36.6%Common Stock Steven Hill(3)37,499,981 5.0%All Executive Officers and Directors as a Group(2individ

319、uals)442,269,271 41.7%1.Based upon 705,403,048 shares of common stock outstanding as of May 15,2025.2.Includes 4,769,290 shares of common stock and 400,000,000 shares of common stock underlying options that are fully vestedand that will vest within 60 days of May 15,2025.3.Includes 37,499,981 shares

320、 of common stock underlying options that are fully vested and that will vest within 60 days of May15,2025.242025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htm29/71 EXECUTIVE COMPENSATION The f

321、ollowing table summarizes all compensation recorded by us in each of the last two completed fiscal years for thenamed executive officers.Name andPrincipalPosition Year Salary$Bonus$StockAwards OptionAwards$Non-EquityIncentive PlanCompensation$Non-QualifiedDeferredCompensation$All OtherCompensation$T

322、otal$David Lee(1)(3)2024$300,000 -$-$300,000 President andActing CFO 2023$290,000 -$1,129,051 -$1,419,051 Steven Hill(2)(4)2024$273,333 -$-$273,333 CEO and VicePresident 2023$197,115 -$160,400 -$357,515 (1)Calculated at fair value in accordance with the authoritative guidance provided by the Financi

323、al Accounting Standards Board,where the value of the stock compensation is based upon the grant date and recognized over the vesting period.On the grantdate of February 18,2021,half of the shares vested immediately,and the remaining half shall become exercisable in equalamounts over a twenty-four(24

324、)month period during the term of the Optionees employment.On June 29,2021,the Companyrepriced the options and recognized additional compensation expense per ASC 718.Mr.Lee was granted options to purchase400,000,000 shares of common stock at an exercise prices of$0.021-$0.091,with a cumulative fair v

325、alue of$32,384,870calculated using the Black Scholes method.(2)Calculated at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board,where the value of the stock compensation is based upon the grant date and recognized over the vesting period.On

326、the grantdate of March 20,2023,the options had a six(6)month cliff,plus a thirty(30)month vesting period options shall becomeexercisable during the term of the Optionees employment.Mr.Hall was granted options to purchase 50,000,000 shares ofcommon stock at an exercise price of$0.0137,with a fair val

327、ue of$160,400 calculated using the Black Scholes method.(3)Mr.Lee resigned as chief executive officer on June 15,2023.(4)Mr.Hill was appointed as Chief Executive Officer on June 15,2023 and Vice President in March 20,2023.Employment Agreements On March 11,2023,the Company and Mr.Hill entered into an

328、 employment offer letter(the“Employment OfferAgreement”).Pursuant to the terms of the Employment Offer Agreement,Mr.Hill is entitled to an annual base salary of$250,000.Pursuant to the terms of the Offer Employment Agreement,Mr.Hill was granted stock options to purchase 50,000,000 shares ofcommon st

329、ock of the Company which vests over a three-year period,subject to a six-month cliff.On March 14,2023,the board of directors approved an increase to the base salary of David Lee,the Companys Presidentand Acting Chief Financial Officer,resulting in a base salary of$300,000,effective March 1,2023.The

330、Company currently doesnot have an employment agreement with Mr.Lee.Employee Benefit Plans The Company currently has no benefit plans in place for its employees.252025/5/20 10:33sec.gov/Archives/edgar/data/1371128/000164117225011460/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1371128/0001641172

331、25011460/forms-1.htm30/71 Director Compensation Directors receive compensation for their services and reimbursement for their expenses as shall be determined from timeto time by resolution of the Board.Currently,our directors do not receive monetary compensation for their service on the Board ofDire

332、ctors.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions Other than compensation arrangements,there were no material related party transactions which were entered into duringthe last two fiscal years.Director Independence We

333、currently do not have any directors who are“independent”as defined under the NASDAQ Marketplace Rules.LEGAL MATTERS The validity of the securities being offered by this prospectus has been passed upon for us by Sichenzia Ross FerenceCarmel LLP,New York,New York.EXPERTS The financial statements of NewHydrogen,Inc.as of and for the years ended December 31,2024 and 2023 appearing inthis prospectus,ha