Form 8-K - Current report

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): December 1, 2023

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 1.02 Termination of a Material Definitive Agreement.

On December 1, 2023, NewHydrogen, Inc. (the “Company”) exercised its option to conclude its sponsored research that was being conducted pursuant to that certain Sponsored Research Agreement with the University of California Los Angeles (UCLA), dated December 11, 2020, as amended (the “Agreement”). Sponsored research under the Agreement, which resulted in successful development of non-precious metal-based oxygen evolution reaction (OER) catalyst and hydrogen evolution reaction (HER) catalyst that uses an order of magnitude less platinum, will conclude effective December 31, 2023. In the future, the Company may choose to negotiate with UCLA to license intellectual property arising from the sponsored research under the Agreement. The Company made the decision to conclude the Agreement to fully focus its research efforts and financial resources on the development of its ThermoLoop^TM technology at UC Santa Barbara (UCSB).

Item 8.01 Other Events.

On December 5, 2023, the Company issued a press release announcing that in a recent podcast the Company’s Chief Executive Officer, Steve Hill, spoke with Dr. Pradeep Haldar, director of sustainable business practices at the Patel College of Global Sustainability, University of South Florida. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release dated December 5, 2023
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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: December 7, 2023	/s/ David Lee
	David Lee
	Chairman and President

Exhibit 99.1

NewHydrogen CEO Steve Hill Discusses Green Hydrogen Potential with Sustainability and Clean Energy Expert

Dr. Pradeep Haldar emphasized the need for significant cost reductions in green hydrogen production, aligning with the Department of Energy’s Hydrogen Shot program

SANTA CLARITA, Calif. (December 5, 2023) — NewHydrogen, Inc. (OTCMKTS:NEWH), the developer of a breakthrough technology that uses clean energy and water to produce the world’s cheapest green hydrogen, today announced that in a recent podcast the Company’s CEO Steve Hill spoke with Dr. Pradeep Haldar, director of sustainable business practices at the Patel College of Global Sustainability, University of South Florida.

During the conversation, Dr. Haldar discussed the need for incentives to encourage industries to adopt greener hydrogen production methods and the potential role of the federal government in the adoption of hydrogen. He emphasized the need for significant cost reductions in hydrogen production, aligning with the Department of Energy’s Hydrogen Shot program, and identified scaling up as a significant challenge, emphasizing the need for large-scale manufacturing and investment in ‘giga factories’.

On the use of hydrogen in the renewable energy sector. Dr. Pradeep said, “Hydrogen is already used in various sectors and could potentially replace fossil energy in the future. While the cost of production remains high, it has the potential to contribute to reducing greenhouse gas emissions by at least 10-15% by 2030.”

On the potential of hydrogen as an energy source and the federal government’s role in its adoption, Dr. Pradeep said, “There is a need for the cost of hydrogen to decrease significantly, aiming for a dollar per kilogram production cost within the next decade. This goal aligns with the Department of Energy’s Hydrogen Shot program.” He compared this initiative to similar efforts in solar and battery energy storage, noting that these technologies have become commoditized due to significant cost reductions. Dr. Pradeep also identified scaling up as a significant challenge for fledgling technologies, citing the need for large-scale manufacturing and investment in ‘giga factories’.

Both agreed on the importance of building public awareness about the benefits of technologies. They also discussed the need for new technologies and expressed optimism about the future of their industry.

Mr. Hill concluded, “In addition to the further advancements in cheap green hydrogen production technology that will help complete the transition to sustainable hydrogen economy, we acknowledge the importance of building public awareness about the benefits of technologies.”

Dr. Haldar is an adjunct professor at the Patel College of Global Sustainability and a Fulbright Scholar. He currently serves as president at Halovation, a management and technology consulting organization for energy, semiconductor and materials technology based in the Tampa Bay Area. He previously served in multiple roles in industry and academia that included: president and chief operating officer of Dais Corporation, a publicly traded company providing nanotechnology products for energy, air and water industries located in Tampa Bay, Florida; vice president of Entrepreneurship, Innovation and Clean Energy Programs at the Colleges of Nanoscale Science and Engineering (CNSE) at State University of New York, University at Albany, New York (now SUNY Poly); chief operating and technical officer of the U.S. Photovoltaic Manufacturing Consortium (USPVMC) in partnership with SEMATECH; professor and head of NanoEconomics and NanoEngineering at CNSE; and director of the Energy and Environmental Technology Applications Center at CNSE. Prior to joining SUNY, Dr. Haldar founded and served as general manager and director of technology, of rapidly growing SuperPower (now part of Furukawa), a start-up and new spin-out subsidiary of Intermagnetics (now Philips). Dr. Haldar received his Ph.D. from Northeastern University and an MBA from Rensselaer Polytechnic Institute.

Watch the full discussion on the NewHydrogen Podcast featuring Dr. Pradeep Haldar at https://newhydrogen.com/single-video.php?id=YpCaGT-V1FA

For more information about NewHydrogen, please visit https://newhydrogen.com/.

About NewHydrogen, Inc.

NewHydrogen is developing a breakthrough technology that uses clean energy and water to produce the world’s lowest cost green hydrogen. 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. However, extracting hydrogen from water is an expensive process. Working with research teams at UCLA and UC Santa Barbara, NewHydrogen is helping to advance the green hydrogen revolution. We are developing NewHydrogen ThermoLoop™, a breakthrough water splitting technology that uses clean energy and water to produce unlimited quantities of the world’s cheapest green hydrogen. Our goal is to help usher in the green hydrogen economy that Goldman Sachs estimated to have a future market value of $12 trillion.

Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, the impact on the national and local economies resulting from terrorist actions, the impact of public health epidemics on the global economy and other factors detailed in reports filed by the Company with the United States Securities and Exchange Commission.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact:

NewHydrogen, Inc.

ir@newhydrogen.com

Cover	Dec. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 01, 2023
Entity File Number	000-54819
Entity Registrant Name	NEWHYDROGEN, INC.
Entity Central Index Key	0001371128
Entity Tax Identification Number	20-4754291
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	27936 Lost Canyon Road
Entity Address, Address Line Two	Suite 202
Entity Address, City or Town	Santa Clarita
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91387
City Area Code	(661)
Local Phone Number	251-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false