Current Report Filing (8-k)
February 08 2022 - 4:33PM
Edgar (US Regulatory)
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2022-02-02
2022-02-02
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 2, 2022
NEWHYDROGEN,
INC.
(Exact
name of registrant as specified in charter)
Nevada
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001-40556
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81-2958271
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(State
or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification
No.)
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27936
Lost Canyon Road, Suite 202
South
Clarita, CA 91387
(Address
of principal executive offices) (Zip Code)
(661)
251-0001
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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NEWH
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The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market)
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mart 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.
ITEM
1.01 Entry into a Material Definitive Agreement
On
February 2, 2022, New Hydrogen, Inc. (the “Company”) entered into a Manufacturing Supply Agreement (the “Agreement”)
with Verde LLC providing for the future commercial production of hydrogen generation plants. The term of the Agreement continues through
December 31, 2024, unless earlier terminated pursuant to the terms thereof. Additionally, the Agreement contemplates that the quantities,
pricing and delivery date and other terms will be set forth in purchase orders issued under the Agreement.
The
foregoing summary of the Agreement is subject to and qualified in its entirety by the text of the Agreement.
ITEM
7.01 Regulation FD Disclosure
On
February 8, 2022, the Company issued a press release announcing its entry into the aforementioned Agreement.
A
copy of the press release is attached herewith as Exhibit 99.1.
The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
ITEM
9.01 Exhibits
Exhibit
No.
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Description
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99.1
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Press Release dated February 8, 2022
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104
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Cover
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are embedded within the Inline XBRL document
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SIGNATURE
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 hereunto duly authorized.
Date:
February 8, 2022
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NEWHYDROGEN
INC.
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By:
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/s/
David Lee
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David Lee
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Chief Executive Officer
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NewHydrogen (PK) (USOTC:NEWH)
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