NewHydrogen (NEWH) warns on going concern after $822,996 Q1 loss
NewHydrogen, Inc. reported no revenue and a net loss of $822,996 for the three months ended March 31, 2026, wider than the $476,094 loss a year earlier. Operating expenses rose to $822,701, driven mainly by higher general and administrative and research and development spending.
Cash declined to $714,341 from $1,436,928 at December 31, 2025, and working capital fell to $751,663. The company has an accumulated deficit of $181,612,486 and discloses “substantial doubt” about its ability to continue as a going concern, expecting current working capital to cover roughly three months of operating expenses.
NewHydrogen relies heavily on external funding, including an equity financing agreement with GHS for up to $3,000,000, under which 63,431,529 shares had been issued as of March 31, 2026. Potential dilution is significant, with 565,000,000 stock options and 228,958,334 warrants outstanding, while common shares outstanding reached 789,554,228 as of May 15, 2026.
Positive
- None.
Negative
- Going concern risk: Management and auditors highlight “substantial doubt” about the company’s ability to continue as a going concern, with only limited working capital and no current revenue.
- Widening losses with no revenue: Net loss increased to $822,996 from $476,094 year-over-year, while revenue remained zero, indicating greater cash burn without offsetting income.
- Weaker liquidity: Cash fell to $714,341 from $1,436,928 over the quarter and working capital declined to $751,663, heightening dependence on external financing.
- Dilutive financing overhang: The company relies on a $3,000,000 equity financing agreement and has 565,000,000 stock options plus 228,958,334 warrants outstanding, creating substantial potential dilution.
Insights
Rising losses, shrinking cash and going-concern language highlight elevated financial risk.
NewHydrogen posted a Q1 2026 net loss of $822,996 with no revenue, as operating expenses reached $822,701. Research and development and general and administrative spending both increased, reflecting continued investment despite limited liquidity.
Cash dropped to $714,341 from $1,436,928 at December 31, 2025, and working capital fell to $751,663. Management and auditors cite substantial doubt about the company’s ability to continue as a going concern, noting only a few months of expense coverage from existing resources.
To bridge the gap, the company depends on an equity financing agreement with GHS for up to $3,000,000, under which shares have been issued at discounts to market. With 565,000,000 stock options and 228,958,334 warrants outstanding, any further draws under this facility or future equity raises may be highly dilutive to existing shareholders.
Key Figures
Key Terms
going concern financial
Adjusted EBITDA financial
mezzanine financing financial
equity financing agreement financial
ASC 606 financial
stock-based compensation financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE QUARTERLY PERIOD ENDED
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION
FILE NUMBER:
(Name of registrant in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone Number:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate
by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
number of shares of registrant’s common stock issued and outstanding as of May 15, 2026 was
NEWHYDROGEN, INC.
INDEX
| Page | ||
| PART I: FINANCIAL INFORMATION | ||
| ITEM 1 | FINANCIAL STATEMENTS (Unaudited) | 1 |
| Condensed Balance Sheets | 1 | |
| Condensed Statements of Operations | 2 | |
| Condensed Statement of Shareholders’ Deficit | 3 | |
| Condensed Statements of Cash Flows | 4 | |
| Notes to the Condensed Financial Statements | 5 | |
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 15 |
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 17 |
| ITEM 4 | CONTROLS AND PROCEDURES | 17 |
| PART II: OTHER INFORMATION | ||
| ITEM 1 | LEGAL PROCEEDINGS | 18 |
| ITEM 1A | RISK FACTORS | 18 |
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 18 |
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 18 |
| ITEM 4 | MINE SAFETY DISCLOSURES | 18 |
| ITEM 5 | OTHER INFORMATION | 18 |
| ITEM 6 | EXHIBITS | 19 |
| SIGNATURES | 20 | |
| i |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEWHYDROGEN, INC.
CONDENSED BALANCE SHEETS
| Three Months Ended | Year Ended | |||||||
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses, other | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Machinery and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| NET PROPERTY AND EQUIPMENT | ||||||||
| OTHER ASSETS | ||||||||
| Patents, net of amortization of $ | ||||||||
| Deposit | ||||||||
| TOTAL OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and other payable | $ | $ | ||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (See Note 9) | - | - | ||||||
| Series C Convertible Preferred Stock, | ||||||||
| SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 1 |
NEWHYDROGEN, INC.
Condensed Statements of Operations
(Unaudited)
| March 31, 2026 | March 31, 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| REVENUE | $ | - | $ | - | ||||
| OPERATING EXPENSES | ||||||||
| Selling and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development | ||||||||
| Depreciation and amortization | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | ( | ) | ( | ) | ||||
| OTHER INCOME/(EXPENSES) | ||||||||
| Interest income | ||||||||
| Other expenses | ( | ) | - | |||||
| TOTAL OTHER INCOME (EXPENSES) | ( | ) | ||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | ||
| BASIC AND DILUTED EARNINGS (LOSS) PER SHARE | $ | ( | ) | $ | ( | ) | ||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||||
| BASIC AND DILUTED | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
NEWHYDROGEN, INC.
Condensed Statement of Shareholders’ Deficit
| Mezzanine | Shares | Amount | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| THREE MONTHS ENDED MARCH 31, 2026 | ||||||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||||||
| Mezzanine | Shares | Amount | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Stock compensation cost | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2026 (unaudited) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| THREE MONTHS ENDED MARCH 31, 2025 | ||||||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||||||
| Mezzanine | Shares | Amount | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Stock and warrant compensation cost | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
Balance at March 31, 2025 (unaudited) | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
NEWHYDROGEN, INC.
Condensed Statements of Cash Flows
(Unaudited)
| March 31, 2026 | March 31, 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities | ||||||||
| Depreciation and amortization expense | ||||||||
| Change in mezzanine | - | ( | ) | |||||
| Non-cash stock compensation expense | ||||||||
| (Increase) Decrease in Changes in Assets | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Increase (Decrease) in Changes in Liabilities | ||||||||
| Accounts payable | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| NET CASH FLOWS FROM INVESTING ACTIVITIES | - | - | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | - | - | ||||||
| NET DECREASE IN CASH | ( | ) | ( | ) | ||||
| CASH, BEGINNING OF PERIOD | $ | $ | ||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Taxes paid | $ | - | $ | - | ||||
SUPPLEMENTAL DISCLOSURERS OF NON-CASH FLOW INFORMATION
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
NEWHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
1. Basis of Presentation
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for December 31, 2025.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated deficit and had a working capital deficit as of March 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful in obtaining additional capital.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
As
of the three months ended March 31, 2026, the Company had a loss of $
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The condensed unaudited financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Revenue Recognition
The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are satisfied, and customers obtain control of goods or services. However, in the event of a loss on a sale is foreseen, the Company will recognize the loss as it is determined. To date, the Company has not had significant revenues and is in the development stage.
| 5 |
Cash and Cash Equivalent
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Concentration Risk
Cash
includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times
throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2026,
the cash balance in excess of the FDIC limits was $
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates.
Property and Equipment
Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:
SCHEDULE OF PROPERTY AND EQUIPMENT
| Computer equipment | ||||
| Machinery and equipment |
Depreciation
expense for the three months ended March 31, 2026 and 2025 were $
Intangible Assets
The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives (See Note 6).
SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES
| Useful Lives | March 31, 2026 | December 31, 2025 | ||||||||
| Patents | $ | $ | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||||
| Intangible assets | $ | $ | ||||||||
SCHEDULE OF PATENT AMORTIZATION
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ |
Amortization
expense for the three months ended March 31, 2026 and 2025, was $
Stock-Based Compensation
The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period.
| 6 |
On
March 1, 2022, the Company issued
On
March 15, 2022, the Company granted
On
April 12, 2022, the Company granted an aggregate of
On
March 20, 2023, the Company granted
On
May 9, 2023, the Company granted
On
June 15, 2023, the Company granted
| 7 |
On
December 9, 2024, the Company entered into an agreement with a consultant to provide advisory services in developing technology and products
to produce green hydrogen. The Company granted
On
May 1, 2025, the Company entered into an agreement with a consultant to provide technology services to the Company in developing technology
and products to produce green hydrogen. The Company granted
Determining
the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life
of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated
the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven
(
Research and Development
Research
and development costs are expensed as incurred. Total research and development costs were $
Advertising and Marketing
The
Company expenses the cost of advertising and promotional materials when incurred. The advertising and marketing costs were $
Net Earnings (Loss) per Share Calculations
Net earnings (loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 5).
| 8 |
For
the three months ended March 31, 2026 and 2025, the Company has not included shares issuable from
SCHEDULE OF NET EARNINGS PER SHARE
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Income (Loss) to common shareholders (Numerator) | $ | ( | ) | $ | ( | ) | ||
| Basic weighted average number of common shares outstanding (Denominator) | ||||||||
| Diluted weight average number of common shares outstanding (Denominator) | ||||||||
Fair Value of Financial Instruments
Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2026, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2026, there were no financial instruments to report.
Change in Stockholder’s Equity
A change in mezzanine was reclassified and accounted for in the shareholders’ deficit statement in the current period.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.
3. PREFERRED STOCK
Preferred Stock March 31, 2026 and 2025
As
of March 31, 2026, the Company had a total of
| 9 |
The preferred shares have been classified under mezzanine financing, a hybrid of debt and equity financing that gives a lender the right to convert debt to an equity interest in a company in case of default, generally, after venture capital companies and other senior lenders are paid.
4. COMMON STOCK
Common Stock March 31, 2026
As of March 31, 2026, the Company did not issue any common stocks during the period.
5. STOCK OPTIONS AND WARRANTS
Stock Options
During
the three months ended March 31,2026
SCHEDULE OF STOCK OPTIONS
| 3/31/2026 | 3/31/2025 | |||||||||||||||
| Number of Options | Weighted average exercise price | Number of Options | Weighted average exercise price | |||||||||||||
| Outstanding as of the beginning of the periods | $ | $ | ||||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Expired/Cancelled | - | - | - | - | ||||||||||||
| Outstanding as of the end of the periods | $ | $ | ||||||||||||||
| Exercisable as of the end of the periods | $ | $ | ||||||||||||||
The weighted average remaining contractual life of options outstanding as of March 31, 2026 and 2025 were as follows:
SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING
| 3/31/2026 | 3/31/2025 | |||||||||||||||||||||||||||||
| Exercisable Price | Stock Options Outstanding | Stock Options Exercisable | Weighted Average Remaining Contractual Life (years) | Exercisable Price | Stock Options Outstanding | Stock Options Exercisable | Weighted Average Remaining Contractual Life (years) | |||||||||||||||||||||||
| $ | - | - | - | - | ||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | - | ||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
The Company adopted ASC 718 to account for stock-based awards measured at fair value, using the Black Scholes Model. The fair value compensation expense is based on the grant date of the stock options and warrants which is the date the Company and employee reach a mutual agreement on the terms of the award. The cost is then recognized as an expense over the requisite service period and the recipient performs the required services.
The reliability of the grant-date fair value relies heavily on the quality and reasonableness of certain input assumptions. A significant input is the expected volatility of the Company’s stock over the option’s expected term. The expected term represents the period the Company anticipates the employee will hold the option before exercising it. The Black Scholes model requires the use of these assumptions to determine the fair value of the stock-based awards. The Company uses management’s best estimates, which include the awards expected term, the fair value of the common stock, the expected volatility of the price of the common stock, the risk-free interest rate, and the expected dividend yield of the common stock. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company has based its expected term on the simplified method available under U.S. GAAP.
The
stock options terminate between seven (
| 10 |
The
stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2026 and 2025, were
$
As
of March 31, 2026, there was
Warrants
During
the three months ended March 31, 2026, the Company issued
As of March 31, 2026 and 2025, the outstanding common stock purchase warrants were as follows:
SCHEDULE OF WARRANTS ACTIVITY
| 3/31/2026 | 3/31/2025 | |||||||||||||||
| Number of Options | Weighted average exercise price | Number of Options | Weighted average exercise price | |||||||||||||
| Outstanding as of the beginning of the periods | $ | $ | ||||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Purchased | - | - | - | - | ||||||||||||
| Outstanding as of the end of the periods | $ | $ | ||||||||||||||
| Exercisable as of the end of the periods | ||||||||||||||||
The weighted average remaining contractual life of the warrants outstanding as of March 31, 2026 was as follows:
SCHEDULE OF WARRANTS OUTSTANDING
| 3/31/2026 | ||||||||||||||
| Exercisable Price | Common Stock Purchase Warrants Outstanding | Common Stock Purchase Warrants Exercisable | Weighted Average Remaining Contractual Life (years) | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
There
was
| 11 |
6. EQUITY FINANCING AGREEMENT
On
May 2, 2025, the Company entered into an equity financing agreement with GHS pursuant to which GHS has agreed to provide up to three
million dollars ($
As
of March 31, 2026, the Company had
The Agreement is accounted for under ASC 815-40 standard for equity instruments, including common shares issued through an equity finance agreement. This standard provides guidance on the recognition and measurement of equity instruments, including the accounting for equity finance cost.
On
May 2, 2025, the Company issued
On
July 17, 2025, the Company issued
On
August 6, 2025, the Company issued
On
September 3, 2025, the Company issued
On
September 18, 2025, the Company issued
On
October 8, 2025, the Company issued
On
October 29, 2025, the Company issued
On
November 14, 2025, the Company issued
7. SEGMENT INFORMATION
The
Company operates as a
The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. The Chief Operating Decision Makers are the Company’s Chief Executive officer and its President, who together (the “CODM”), evaluate company performance based on Net income (loss), determined in accordance with U.S. GAAP, and Adjusted EBDITA, a non-GAAP measure.
The Company defines Adjusted EBITDA as income from operations, determined in accordance with GAAP, excluding the following:
| ● | depreciation and amortization of property and equipment; | |
| ● | amortization of acquired intangible assets; |
| 12 |
7. SEGMENT INFORMATION (Continue)
The CODM uses these measures to assess profitability and guide resource allocations, and believes that Adjusted EBITA, when reviewed in conjunction with Net income (loss), is a useful measure to assess the Company’s performance and liquidity, as it provides meaningful operating results by excluding the effects of expenses that are not reflective of the Company’s operating business performance. In addition, the CODM uses Adjusted EBITA to understand and compare operating results across accounting periods, and for financial and operational decision-making and resource allocation. The presentation of Adjusted EBITA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP.
The CODM conducts quarterly financial reviews, focusing on research expenditures, operational efficiency, investment decisions, including capital expenditures for new research activities, are made based on expected return on investment and regulatory environment in which the Company operates.
The table below provides the Company’s Net loss, Operating Expenses, Other Income, and a reconciliation of Income/Loss to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:
SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITDA
| SEGMENT INFORMATION | March 31, 2026 | March 31, 2025 | ||||||
| Three Months Ended | ||||||||
| SEGMENT INFORMATION | March 31, 2026 | March 31, 2025 | ||||||
| REVENUE | $ | - | $ | - | ||||
| LESS OPERATING EXPENSES | ||||||||
| Selling and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development | ||||||||
| EBITDA | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| SEGMENT NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Reconciliation of profit or loss | ( | ) | ||||||
| Adjustment and reconciling items | - | - | ||||||
| Consolidated Net Income | $ | ( | ) | $ | ( | ) | ||
8. COMMITMENTS AND CONTINGENCIES
Office Rental
The
Company rents office space on a month-to-month basis with a monthly rent payment in the amount of $
Consultant Agreement
On
May 30, 2023, the Company entered into an amendment (the “May 2023 Amendment”) to an advisory agreement dated March 15, 2022
entered into with a consultant for general business consulting services to the Company, including but not limited to technology, business
development, and product development services. In connection with the advisory agreement, the Company granted the consultant
On
December 17, 2024, the Company entered into an agreement with a consultant to provide laboratory support for the development of technology
for the production of green hydrogen. The Company agreed to pay Consultant cash compensation of $
On
April 15, 2025, the Company entered into an agreement with a consultant to provide general business services to the Company, including
but not limited to technology development and business development services as the Company’s Chief Technology Officer. The consultant
will be paid $
On
May 1, 2025, the Company entered into an agreement with a consultant, to perform research that would benefit the Company at a monthly
compensation of $
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On
May 1, 2025, the Company entered into an option agreement with the Regents of the University of California (the “Regents”),
to obtain an exclusive option to utilize certain patent rights and solely for the purpose of providing the Company with additional time
to evaluate certain inventions to determine its interest in pursuing an exclusive license to the Regents’ interest in certain patent
rights. The option expires on July 31, 2026. As partial consideration for the option, the Company paid the Regents an option execution
fee of $
Research Agreement
On
August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would
benefit both the University and the Company, as Sponsor, and that is consistent with the research and educational objectives of the University.
The cost to the Company for the University’s performance shall not exceed $
Legal
In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations.
As
of March 31, 2026, there were
9. SUBSEQUENT EVENT
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report.
On
April 1, 2026, the Company amended an existing agreement with a consultant to grant
On
April 30, 2026, the Company issued
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note on Forward-Looking Statements.
Certain statements in “Management’s Discussion and Analysis and Results of Operations” below, and elsewhere in this quarterly report, are not related to historical results, and are forward-looking statements. Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this quarterly report. Subsequent written and oral forward looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth in our annual report on Form 10-K filed with the SEC on March 25, 2025, and in other reports filed by us with the SEC.
You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report.
Overview
We are a developer of clean energy technologies. Our current focus is on developing a thermochemical green hydrogen production technology to lower the cost of green hydrogen production.
Hydrogen is the cleanest and most abundant element in the universe, and we can’t live without it. Hydrogen is the key ingredient in making fertilizers needed to grow food for the world. It is also used for transportation, refining oil and making steel, glass, pharmaceuticals and more. Nearly all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources. Water, on the other hand, is an infinite and renewable worldwide resource.
Currently, the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity produced from solar or wind. However, green electricity is and always will be very expensive. It currently accounts for 73% of the cost of green hydrogen. By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of green hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the green hydrogen economy that Goldman Sachs (in a 2022 report) estimated to have a future market value of $12 trillion.
We have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules.
Application of Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using a Binomial lattice valuation model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Our cash, cash equivalents, investments, inventory, prepaid expenses, and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments.
Recently Issued Accounting Pronouncements
Management reviewed currently issued pronouncements during the three months ended March 31, 2026, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed unaudited financial statements.
Results of Operations – Three months ended March 31, 2026, compared to the Three months ended March 31, 2025.
OPERATING EXPENSES
Selling and Marketing Expenses
Selling and marketing (“S&M”) expenses decreased by $12,910 to $93,569 for the three months ended March 31, 2026, compared to $106,479 for the prior period ended March 31, 2025. The primary decrease in S&M expenses was the result of a decrease in spending on advertising and marketing.
General and Administrative Expenses
General and administrative (“G&A”) expenses increased by $129,345 to $396,798 for the three months ended March 31, 2026, compared to $267,453 for the prior period ended March 31, 2025. The overall increase was an increase in insurance expense.
Research and Development
Research and Development (“R&D”) expenses increased by $229,995 to $331,513 for the three months ended March 31, 2026, compared to $101,518 for the prior period ended March 31, 2025. This overall increase in R&D expenses was the result of an increase in consultant costs.
Depreciation and Amortization Expense
Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $821 and $821, respectively.
Other Income/(Expenses)
Other income and (expenses) decreased by $472 to ($295) for the three months ended March 31, 2026, compared to $177 for the prior period ended March 31, 2025. The decrease in other income and (expenses) was the result of a decrease in interest income of $73 and other expenses of $399 in the current period.
Net Loss
Our net loss for the three months ended March 31, 2026 was $822,996, compared to $476,094 for the prior period ended March 31, 2025. The Company has not generated any revenues. The majority of the increase in net loss was due to an overall increase in operating expenses and non-cash expense associated with the net change in stock option expense in the current period. These estimates were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material. The Company has not generated any revenues.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
The accompanying unaudited condensed financial statements as of March 31, 2026, have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the three months ended March 31, 2026, we did not generate any revenues, and recognized a net loss of $822,996, due to a change in operating expenses and cash of $722,587 used in operations. As of March 31, 2026, we had working capital of $751,663 and a shareholders’ deficit of $2,718,350.
Management believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors, including through the use of its equity financing agreement entered into with GHS Management believes that funding from existing and prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt-financing or cause substantial dilution for our stockholders, in case of equity financing.
As of March 31, 2026, we had working capital of $751,663 compared to $1,433,163 for the year ended December 31, 2025. This decrease in working capital was due primarily to a decrease in cash.
During the three months ended March 31, 2026, we used $722,587 in cash for operating activities, as compared to $492,812 for the prior period ended March 31, 2025. The increase in the use of cash for operating activities for the current period was a result of an increase in research and development cost, and advertising and marketing.
There was no investing or financing activities during the three months ended March 31, 2026 and March 31, 2025.
Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2025, expressed substantial doubt about our ability to continue as a going concern without additional capital becoming available. Our financial statements as of March 31, 2026, have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern, ultimately is dependent upon our ability to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
PLAN OF OPERATION AND FINANCING NEEDS
We are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen. The Company’s current focus is on developing ThermoLoop™, a breakthrough technology that uses water and heat rather than electricity to potentially produce the world’s lowest cost green hydrogen.
Our plan of operation within the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop™ technology development program at UCSB.
We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next four months. Management estimates that it will require additional cash resources during 2026, based upon its current operating plan and condition. We do not expect increased expenses until early 2027 when we ramp up prototyping efforts related to our thermochemical water splitting technology.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and acting chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded as of March 31, 2026, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and acting chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change to our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of this report, we are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 1A. RISK FACTORS
There are no material changes from the risk factors previously disclosed in the Registrant’s annual report on Form 10-K filed on March 30, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangement
During
our last fiscal quarter, no director or officer of the Company
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1 | Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith). | |
| 31.2 | Certification by Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith). | |
| 32.1 | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). | |
| 32.2 | Certification by Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). | |
| EX-101.INS | Inline XBRL Instance Document | |
| EX-101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| EX-101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| EX-101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| EX-101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase | |
| EX-101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWHYDROGEN, INC. | ||
| Date: May 15, 2026 | By: | /s/ Steven Hill |
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 15, 2026 | By: | /s/ David Lee |
| Chairman, President and Acting Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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