Current Report Filing (8-k)
November 01 2022 - 4:15PM
Edgar (US Regulatory)
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2022-10-30
2022-10-30
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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): October 30, 2022
NEWHYDROGEN,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-54819 |
|
20-4754291 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
27936
Lost Canyon Road, Suite 202, Santa Clarita, CA 91387
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: (661) 251-0001
N/A
(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):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2020, on December
11, 2020 NewHydrogen, Inc. (the “Company’), entered into a Sponsored Research Agreement with the Regents of the University
of California (the “University”), on behalf of its Los Angeles Campus pursuant to which the University performs research
with respect to Discovery of Efficient and Stable Earth-Abundant Material based Catalyst for Hydrogen Electrolysis (the “Sponsored
Research Agreement”) which agreement was subsequently amended on March 1, 2021 and June 16, 2021.
On
October 30, 2022, the Company entered into Sponsored
Research Agreement Third Amendment (the “Amendment Agreement”). Pursuant to the Amendment
Agreement, the Sponsored Research Agreement was further amended to among other things (i) extend the term of the Sponsored Research
Agreement to December 31, 2025; (ii) increase the consideration payable to the University under
the Sponsored Research Agreement to $2,797,368; (iv) amend the scope of work under the Sponsored
Research Agreement; and (iii) update the schedule of payments to the University.
The
foregoing description of the Amendment Agreement is subject to, and qualified in its entirety by the terms of the Amendment Agreement
which is attached hereto as Exhibit 10.1.
ITEM
7.01 Regulation FD Disclosure
On
November 1, 2022, the Company issued a press release announcing its entry into the aforementioned Amendment 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. Financial Statements and Exhibits
(d)
Exhibits
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 hereunto duly authorized.
|
NewHydrogen, Inc. |
|
|
Date: November 1, 2022 |
/s/ David
Lee |
|
David Lee |
|
Chief Executive Officer |
NewHydrogen (PK) (USOTC:NEWH)
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