THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
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By
Order of the Board of Directors,
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/s/
David Lee
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David
Lee
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President,
CEO, Acting CFO and Chairman
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NOTICE
OF ACTIONS TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING
CAPITAL STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS.
To
the Company’s Stockholders:
NOTICE
IS HEREBY GIVEN that the following actions has been approved pursuant to the written consent (the “Written Consent”)
of the holders of a majority of the voting power of the outstanding capital stock of the Company dated May 4, 2021, in lieu of
a special meeting of the stockholders.
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1.
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An
amendment to our Articles of Incorporation, as amended (the “Articles of Incorporation”) to increase the
total number of shares of authorized common stock to 6,000,000,000 shares of common stock from 3,000,000,000.
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These
actions are more fully described in the accompanying Information Statement. The actions were taken by Written Consent pursuant
to Section 78.320 of the Nevada Revised Statutes and our Bylaws, each of which permits that any action which
may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. The accompanying Information Statement is being furnished to
all our stockholders in accordance with Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder,
solely for the purpose of informing our stockholders of the actions taken by the Written Consent before it becomes effective.
Stockholders
of record on the Record Date will be entitled to receive this notice and Information Statement.
Pursuant
to Rule 14c-2 under the Exchange Act, the actions described herein will not be implemented until a date at least 20 days after
the date on which this Information Statement has been mailed to the stockholders or on or about May {*}, 2021.
This
Information Statement will serve as written notice to stockholders pursuant to Section 78.320 of the Nevada Revised Statutes.
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the Record Date of May 4, 2021, the Company’s authorized capitalization consisted of 3,000,000,000 shares of Common Stock,
$0.0001 par value per share, of which 655,496,051 shares were issued and outstanding and 10,000,000 shares of preferred stock,
$0.0001 par value per share, of which 1,000 shares of Series A Preferred Stock are issued and cancelled;1,000 Shares of Series
B Preferred Stock are issued and cancelled; 34,853 Shares of Series C Preferred Stock are issued and 34,461 shares outstanding
and 1,000 shares of Preferred Stock D were issued and outstanding. Each share of Common Stock entitles its holder to one vote
on each matter submitted to the stockholders.
Except
as required by law or as specifically provided herein, the holders of Series C Preferred shall not be entitled to vote, as a separate
class or otherwise, on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting
of stockholders of the Company (or by written consent of stockholders in lieu of meeting); provided, however, that each Holder
of outstanding shares of Series C Preferred shall be entitled, on the same basis as holders of Common Stock, to receive notice
of such action or meeting. Holders of Series D Preferred Stock are entitled to vote separately as a class in an amount equal to
fifty one percent (51%) of the total vote.
A
majority of holders of all outstanding shares of voting securities, as of the Record Date have voted in favor of the actions by
resolution dated May 4, 2021 and no other stockholder consents will be solicited in connection with this Information Statement.
ABOUT
THE INFORMATION STATEMENT
What
is the Purpose of the Information Statement?
This
Information Statement is being furnished to you pursuant to Section 14 of the Exchange Act, to notify the Company’s stockholders
as of the Record Date of the corporate actions expected to be taken pursuant to the consents or authorizations of stockholders
representing a majority of the voting rights of the Company’s outstanding capital stock.
Stockholders
holding in excess of fifty one (51%) of the voting power of the Company’s outstanding voting securities voted in favor of
the corporate matters outlined in this Information Statement, consisting of the approval of:
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1.
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An
amendment to our Articles of Incorporation to increase the total number of shares of authorized common stock to 6,000,000,000
shares of common stock from 3,000,000,000.
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Who
is Entitled to Notice?
Each
holder of outstanding voting securities, as of the Record Date will be entitled to notice of the actions. Stockholders as of the
close of business on the Record Date that held in excess of fifty one (51%) of the voting power of the Company’s outstanding
shares of voting securities voted in favor of the actions.
What
actions were taken by written consent?
Stockholders
holding in excess of fifty one (51%) of the voting power of the Company’s outstanding voting securities have voted in favor
of the following actions:
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1.
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An
amendment to our Articles of Incorporation to increase the total number of shares of authorized common stock to 6,000,000,000
shares of common stock from 3,000,000,000, such authorized number of shares of preferred stock to remain 10,000,000; and
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What
Vote is Required to Approve the Actions?
The
affirmative vote of a majority of the voting power of the Company’s voting securities outstanding on the Record Date is
required for approval of the amendment to our Articles of Incorporation.
What
vote was obtained to approve the actions described in this information statement?
We
obtained the approval of the holders of 4,769,290 issued and outstanding shares of Common Stock and the holders of 1,000 issued
and outstanding shares of Series D Preferred Stock, representing approximately 64.4% of the voting securities.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of the Record Date, information concerning the beneficial ownership of the Company’s Common
Stock by (i) each person or group of persons known to beneficially own more than 5% of the outstanding shares of our Common Stock,
(ii) each person who is our executive officer or director and (iii) all such executive officers and directors as a group. Beneficial
ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership
generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes
any shares that an individual or entity has the right to acquire beneficial ownership of within 60 days of the Record Date through
the exercise of any option, warrant, conversion privilege or similar right. In computing the number of shares beneficially owned
by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of
outstanding options and warrants that are exercisable within 60 days of the Record Date are considered to be outstanding. These
shares, however, are not considered outstanding as of the Record Date when computing the percentage ownership of each other person,
except as specifically set forth below. Unless otherwise indicated, the address of each of the following beneficial owner is c/o
NewHydrogen, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387
To
our knowledge, except as indicated in the footnotes to the following table, all beneficial owners named in this table have sole
voting and investment power with respect to all shares shown as beneficially owned by them.
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Name and address of beneficial owner
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Shares of Common Stock Beneficially Owned
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Shares of Series D Preferred Stock
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Percentage of Common Shares Beneficially
Owned
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Percentage of Voting Capital Stock
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Directors and Named Executive Officers
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David Lee
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4,769,290
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1,000
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26.4
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%
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64.2
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%
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-
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Spencer Hall
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-
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0.4
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%
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*
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-
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*
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*
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All officers and directors as a group (2 persons)
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4,769,290
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1,000
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26.8
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%
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64.4
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%
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ACTION
1
AMENDMENT
TO OUR ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF SHARES OF AUTHORIZED COMMON STOCK TO 6,000,000,000 SHARES OF
COMMON STOCK FROM 3,000,000,000.
Our
board of directors and the holders of a majority of the voting securities have approved the amendment to our Articles of Incorporation
(the “Amendment”) increasing our authorized shares of Common Stock from 3,000,000,000 to 6,000,000,000 shares.
The increase in our authorized shares of Common Stock will become effective upon the filing of the Amendment with the Secretary
of State of the State of Nevada. We will file the Amendment approximately (but not less than) 20 days after the definitive information
statement is mailed to stockholders.
The
form of the Amendment to be filed with the Secretary of State of the State of Nevada is set forth as Appendix A to this
information statement.
Outstanding
Shares and Purpose of the Amendment
Our
Articles of Incorporation currently authorize us to issue a maximum of 3,000,000,000 shares of common stock, $0.0001 per share
and 10,000,000 shares of Preferred Stock. As of the Record Date, the Company’s authorized capitalization consisted of 3,000,000,000
shares of Common Stock, $0.0001 par value per share, of which 655,496,051 shares were issued and outstanding and 10,000,000 shares
of preferred stock, $0.0001 par value per share, of which 1,000 shares of Series A Preferred Stock are issued and cancelled;1,000
Shares of Series B Preferred Stock are issued and cancelled; 34,853 Shares of Series C Preferred Stock are issued and 34,461 outstanding
and 1,000 shares of Preferred Stock D were issued and outstanding. Each share of Common Stock entitles its holder to one vote
on each matter submitted to the stockholders.
The
board of directors believes that the increase in our authorized common stock will provide us with greater flexibility with respect
to our capital structure for business purposes including additional equity financings and stock based acquisitions. There will
be no change to our authorized preferred stock.
Effects
of the Increase in Authorized Common Stock
The
additional shares of common stock will have the same rights as the presently authorized shares, including the right to cast one
vote per share of common stock. Although the authorization of additional shares will not, in itself, have any effect on the rights
of any holder of our common stock, the future issuance of additional shares of Common Stock (other than by way of a stock split
or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and
book value per share of existing stockholders.
At
present, the board of directors has no plans to issue the additional shares of common stock authorized by the Amendment. However,
it is possible that some of these additional shares could be used in the future for various other purposes without further stockholder
approval, except as such approval may be required in particular cases by our charter documents, applicable law or the rules of
any stock exchange or other quotation system on which our securities may then be listed. These purposes may include: raising capital,
settlement of debt, providing equity incentives to employees, officers or directors, establishing strategic relationships with
other companies, and expanding our business or product lines through the acquisition of other businesses or products. The Company
has historically funded its operations through the issuance of its securities in the form of convertible debt or common stock
issuances. The additional shares of common stock will allow the Company to continue to fund its operations through the issuance
of convertible debt.
We
could also use the additional shares of common stock that will become available pursuant to the Amendment to oppose a hostile
takeover attempt or to delay or prevent changes in control or management of our company. Although the board’s approval of
the Amendment was not prompted by the threat of any hostile takeover attempt (nor is the board currently aware of any such attempts
directed at us), nevertheless, stockholders should be aware that the Amendment could facilitate future efforts by us to deter
or prevent changes in control of our company, including transactions in which our stockholders might otherwise receive a premium
for their shares over then current market prices.
Interests
of Certain Persons in the Action
Certain
of the Company’s officers and directors have an interest in the Amendment as a result of their ownership of shares of our
common stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management”
below. However, we do not believe that our officers or directors have interests in the Amendment that are different from or greater
than those of any other of our stockholders.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by
the words “expects,” “projects,” “believes,” “anticipates,” “intends,”
“plans,” “predicts,” “estimates” and similar expressions.
The
forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that
we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events
that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed
or forecast in the forward-looking statements.
You
should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any
person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different
information. You should not assume that the information in this Information Statement is accurate as of any date other than the
date on the front of the document.
ADDITIONAL
INFORMATION
Reports
and other information filed by the Company can be viewed at sec.gov. The SEC maintains a web site on the Internet (http://www.sec.gov)
that contains reports, proxy and information statements and other information regarding issuers that file electronically with
the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
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By
order of the Board of Directors
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May
[*] , 2021
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/s/
David Lee
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David
Lee
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President,
CEO, Acting CFO and Chairman
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Appendix
A
Annex
A
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390● After Issuance of Stock)
1.
Name of Corporation:
NewHydrogen,
Inc.
2.
The articles have been amended as follows:
ARTICLE
IV
The
Corporation is authorized to issue an aggregate number of shares equal to 6,010,000,000, of which (i) 6,000,000,000 shall be shares of
common stock, par value $0.0001 per share, and (ii) 10,000,000 shall be shares of preferred stock, par value $0.0001 per share.
The
board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes
or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:
(a)
Whether or not the class or series shall have voting rights, full or limited, the nature and qualifications, limitations and restrictions
on those rights, or whether the class or series will be without voting rights;
(b)
The number of shares to constitute the class or series and the designation thereof;
(c)
The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions
thereof, if any, with respect to any class or series;
(d)
Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time
or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;
(e)
Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms
and provisions thereof;
(f)
The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and
the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or
classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from
which such dividends shall accumulate;
(g)
The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary
or involuntary dissolution of, or upon any distribution of assets of, the Corporation;
(h)
Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes
or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio
or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or
provided for in such resolution or resolutions; and
(i)
Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power,
or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by
the provisions of the articles of incorporation have voted in favor of the amendment is:51%
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4.
Effective date and time of offering: (optional)
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Date:
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Time:
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5.
Signature: (required)
X_______________________________
Signature
of Officer