UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES
ACT OF 1933
NEWHYDROGEN,
INC.
(Exact
name of Registrant as specified in its charter)
|
Nevada |
|
20-4754291 |
|
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
|
incorporation
or organization) |
|
Identification
Number) |
27936
Lost Canyon Road, Suite 202
Santa
Clarita, CA 91387
(661) 251-0001
(Address,
including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)
NewHydrogen,
Inc. 2022 Equity Incentive Plan
(Full
title of the plans)
David
Lee
Chief Executive Officer
NewHydrogen, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita, CA 91387
(661) 251-0001
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Please send copies of all communications to:
Gregory
Sichenzia, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
(212)
930-9700
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 ☐ |
| Non-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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (this “Registration
Statement”) is being filed by NewHydrogen, Inc., a Nevada
corporation (the “Company” or the “Registrant”)
relating to 500,000,000 shares of common stock, $0.001 par value
per share (the “Common Stock”), issuable under NewHydrogen,
Inc.’s 2022 Equity Incentive Plan (the “2022
Plan”).
This
Registration Statement also includes a prospectus (the “Reoffer
Prospectus”) prepared in accordance with General Instruction C
of Form S-8 and in accordance with the requirements of Part I of
Form S-3. This Reoffer Prospectus may be used for the reoffer and
resale of shares of Common Stock on a continuous or delayed basis
that may be deemed to be “restricted securities” and/or “control
securities” within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”), and the rules and
regulations promulgated thereunder, that are issuable to certain of
our executive officers, employees, consultants and directors
identified in the Reoffer Prospectus. The number of shares of
Common Stock included in the Reoffer Prospectus represents shares
of Common Stock issuable to the selling stockholders pursuant to
equity awards, including stock options and restricted stock grants,
granted to the selling stockholders and does not necessarily
represent a present intention to sell any or all such shares of
Common Stock.
As
specified in General Instruction C of Form S-8, until such time as
we meet the registrant requirements for use of Form S-3, the number
of shares of Common Stock to be offered by means of this reoffer
prospectus, by each of the selling security holders, and any other
person with whom he or she is acting in concert for the purpose of
selling our shares of Common Stock, may not exceed, during any
three month period, the amount specified in Rule 144(e) of the
Securities Act.
Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The
Company will provide each recipient of a grant under the 2022 Plan
(the “Recipients”) with documents that contain information
related to the 2022 Plan, and other information including, but not
limited to, the disclosure required by Item 1 of Form S-8, which
information is not required to be and is not being filed as a part
of this Registration Statement on Form S-8 (the “Registration
Statement”) or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. The foregoing
information and the documents incorporated by reference in response
to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act. A Section 10(a) prospectus
will be given to each Recipient who receives shares of Common Stock
covered by this Registration Statement, in accordance with Rule
428(b)(1) under the Securities Act.
Item
2. Registrant Information and Employee Plan Annual
Information.
The
documents containing the information specified in Part I of this
Registration Statement will be sent or given to participants in the
2022 Plan, as specified by Rule 428(b)(1) promulgated under the
Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the “Commission”) either
as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 promulgated under the
Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute a
prospectus that meets the requirement of Section 10(a) of the
Securities Act.
David
Lee
Chief
Executive Officer
NewHydrogen,
Inc.
27936
Lost Canyon Road, Suite 202
Santa
Clarita, CA 91387
REOFFER
PROSPECTUS
NEWHYDROGEN,
INC.
Up
to 450,000,000 Shares of Common Stock
Issuable
under certain grants under
The
2022 Plan
This
reoffer prospectus relates to the public resale, from time to time,
of an aggregate of 450,000,000 shares (the “Shares”) of our
common stock, $0.001 par value per share (the “Common
Stock”) by certain security holders identified herein in the
section entitled “Selling Securityholders”. Such shares may be
acquired in connection with common stock underlying options issued
under the Plans. You should read this prospectus carefully before
you invest in our Common Stock.
Such
resales shall take place on the OTC Pink, or such other stock
market or exchange on which our Common Stock may be listed or
quoted, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at prices otherwise
negotiated (see “Plan of Distribution” starting on page 4 of this
prospectus). We will receive no part of the proceeds from sales
made under this reoffer prospectus. The Selling Securityholders
will bear all sales commissions and similar expenses. Any other
expenses incurred by us in connection with the registration and
offering and not borne by the Selling Securityholders will be borne
by us.
This
reoffer prospectus has been prepared for the purposes of
registering our shares of Common Stock under the Securities Act to
allow for future sales by Selling Securityholders on a continuous
or delayed basis to the public without restriction, provided that
the amount of shares of Common Stock to be offered or resold under
this Reoffer Prospectus by each Selling Securityholder or other
person with whom he or she is acting in concert for the purpose of
selling shares of Common Stock, may not exceed, during any
three-month period, the amount specified in Rule 144(e) under the
Securities Act. We have not entered into any underwriting
arrangements in connection with the sale of the shares covered by
this reoffer prospectus. The Selling Securityholders identified in
this reoffer prospectus, or their pledgees, donees, transferees or
other successors-in-interest, may offer the shares covered by this
reoffer prospectus from time to time through public or private
transactions at prevailing market prices, at prices related to
prevailing market prices or at privately negotiated
prices.
Investing
in our Common Stock involves risks. See “Risk Factors” beginning on
page 2 of this reoffer prospectus. These are speculative
securities.
Our
Common Stock is quoted on the OTC Pink under the symbol “NEWH” and
the last reported sale price of our Common Stock on April 11, 2022
was $0.0210 per share.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
date of this prospectus is April 12, 2022
NEWHYDROGEN,
INC.
TABLE
OF CONTENTS
Except
where the context otherwise requires, the terms, “we,”
“us,” “our” or “the Company,” refer
to the business of NewHydrogen, Inc., a Nevada
corporation.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by
reference in this prospectus include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. These
statements are based on our management’s beliefs and assumptions
and on information currently available to our management. Such
forward-looking statements include those that express plans,
anticipation, intent, contingency, goals, targets or future
development and/or otherwise are not statements of historical
fact.
All
statements in this prospectus and the documents and information
incorporated by reference in this prospectus that are not
historical facts are forward-looking statements. We may, in some
cases, use terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would” or similar
expressions or the negative of such items that convey uncertainty
of future events or outcomes to identify forward-looking
statements.
Forward-looking
statements are made based on management’s beliefs, estimates and
opinions on the date the statements are made and we undertake no
obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change, except
as may be required by applicable law. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements.
We
caution you therefore that you should not rely on any of these
forward-looking statements as statements of historical fact or as
guarantees or assurances of future performance.
Information
regarding market and industry statistics contained in this
prospectus, including the documents that we incorporate by
reference, is included based on information available to us that we
believe is accurate. It is generally based on academic and other
publications that are not produced for purposes of securities
offerings or economic analysis. Forecasts and other forward-looking
information obtained from these sources are subject to the same
qualifications and the additional uncertainties accompanying any
estimates of future market size, revenue and market acceptance of
products and services. Except as required by U.S. federal
securities laws, we have no obligation to update forward-looking
information to reflect actual results or changes in assumptions or
other factors that could affect those statements.
PROSPECTUS SUMMARY
The
Commission allows us to ‘‘incorporate by reference’’
certain information that we file with the Commission, which
means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and
information that we file later with the Commission will update
automatically, supplement and/or supersede the information
disclosed in this prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other document that also is
or is deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus. You should
read the following summary together with the more detailed
information regarding our company, our Common Stock and our
financial statements and notes to those statements appearing
elsewhere in this prospectus or incorporated herein by
reference.
Our
Company
We
are a developer of clean energy technologies. Our current focus is
on developing an electrolyzer technology to lower the cost of Green
Hydrogen production.
Hydrogen
is the cleanest and most abundant fuel in the universe. It is
zero-emission and only produces water vapor when used. However,
hydrogen does not exist in its pure form on Earth so it must be
extracted. For centuries, scientists have known how to use
electricity to split water into hydrogen and oxygen using a device
called an electrolyzer. Electrolyzers installed behind a solar farm
or wind farm can use renewable electricity to split water, thereby
producing Green Hydrogen. However, modern electrolyzers still cost
too much. The chemical catalysts that enable the water-splitting
reactions are currently made from platinum and iridium – both are
very expensive precious metals. These catalysts account for nearly
50% of the cost of the electrolyzer.
We
are developing technologies to significantly reduce or replace rare
materials with inexpensive earth abundant materials in
electrolyzers to help usher in a Green Hydrogen economy. In a 2020
report, Goldman Sachs estimates that Green Hydrogen will be a $12
trillion market opportunity by 2050.
Corporate
Information
The
Company was originally incorporated in the State of Nevada on April
24, 2006, under the name BioSolar Labs Inc. Our name was changed to
BioSolar, Inc. on June 8, 2006, and to NewHydrogen, Inc. on April
30, 2021.
Our
principal business address is 27936 Lost Canyon Road, Suite 202,
Santa Clarita, California 91387. We maintain our corporate website
at https://newhydrogen.com. The reference to our website is
an inactive textual reference only. The information that can be
accessed through our website is not part of this reoffer
prospectus.
THE
OFFERING
|
Outstanding
Common Stock: |
|
715,496,051
shares of our Common Stock are outstanding as of April 12,
2022. |
|
|
|
|
|
Common
Stock Offered: |
|
Up to
450,000,000 shares of Common Stock for sale by the selling
securityholders (which include our executive officers and
directors) for their own account pursuant to the Plans. |
|
|
|
|
|
Selling
Securityholders: |
|
The
selling securityholders are set forth in the section entitled
“Selling Securityholders” of this reoffer prospectus on page 2. The
amount of securities to be offered or resold by means of the
reoffer prospectus by the designated selling securityholders may
not exceed, during any three month period, the amount specified in
Rule 144(e). |
|
|
|
|
|
Use
of proceeds: |
|
We
will not receive any proceeds from the sale of our Common Stock by
the selling securityholders. We would, however, receive proceeds
upon the exercise of the stock options by those who receive options
under the Plans and exercise such options for cash. Any cash
proceeds will be used by us for general corporate
purposes. |
|
|
|
|
|
Risk
Factors: |
|
The
securities offered hereby involve a high degree of risk. See “Risk
Factors.” |
|
|
|
|
|
OTC
Pink trading symbol: |
|
NEWH |
RISK FACTORS
An
investment in shares of our Common Stock is highly speculative and
involves a high degree of risk. We face a variety of risks that may
affect our operations or financial results and many of those risks
are driven by factors that we cannot control or predict. Before
investing in our Common Stock, you should carefully consider the
risks below and set forth under the caption “Risk
Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2021, filed with the Securities and Exchange
Commission on March 31, 2022, which are incorporated by reference
herein, and subsequent reports filed with the SEC, together with
the financial and other information contained or incorporated by
reference in this prospectus. If any of these risks actually
occurs, our business, prospects, financial condition and results of
operations could be materially adversely affected. In that case,
the trading price of our Common Stock would likely decline and you
may lose all or a part of your investment. Only those investors who
can bear the risk of loss of their entire investment should invest
in our Common Stock.
USE OF PROCEEDS
The
shares which may be sold under this reoffer prospectus will be sold
for the respective accounts of each of the Selling Securityholders
listed herein (which includes our executive officers and
directors). Accordingly, we will not realize any proceeds from the
sale of the shares of our Common Stock. We will receive proceeds
from the exercise of the options; however, no assurance can be
given as to when or if any or all of the options will be exercised.
If any options are exercised, the proceeds derived therefrom will
be used for working capital and general corporate purposes. All
expenses of the registration of the shares will be paid by us. See
“Selling Securityholders” and “Plan of Distribution.”
SELLING SECURITYHOLDERS
We
are registering for resale the shares covered by this prospectus to
permit the Selling Securityholders identified below and their
pledgees, donees, transferees and other successors-in-interest that
receive their securities from a Selling Securityholder as a gift,
partnership distribution or other non-sale related transfer after
the date of this prospectus to resell the shares when and as they
deem appropriate. The Selling Securityholders acquired, or may
acquire, these shares from us pursuant to the Plans. The shares may
not be sold or otherwise transferred by the Selling Securityholders
unless and until the applicable awards vest and are exercised, as
applicable, in accordance with the terms and conditions of the
Plans.
The
following table sets forth:
|
|
● |
the
name of each Selling Securityholder; |
| |
|
|
| |
● |
the
position(s) or office of each Selling Securityholder; |
| |
|
|
| |
● |
the
number and percentage of shares of our Common Stock that each
Selling Securityholder beneficially owned as of April 12, 2022
prior to the offering for resale of the shares under this
prospectus; |
| |
|
|
| |
● |
the
number of shares of our Common Stock that may be offered for resale
for the account of each Selling Securityholder under this
prospectus; and |
| |
|
|
| |
● |
the
number and percentage of shares of our Common Stock to be
beneficially owned by each Selling Securityholder after the
offering of the resale shares (assuming all of the offered resale
shares are sold by such Selling Securityholder). |
Information
with respect to beneficial ownership is based upon information
obtained from the Selling Securityholders. Because the Selling
Securityholders may offer all or part of the shares of Common
Stock, which they own pursuant to the offering contemplated by this
reoffer prospectus, and because its offering is not being
underwritten on a firm commitment basis, no estimate can be given
as to the amount of shares that will be held upon termination of
this offering.
The
number of shares in the column ‘‘Number of Shares Being Offered’’
represents all of the shares of our Common Stock that each Selling
Securityholder may offer under this prospectus. We do not know how
long the Selling Securityholders will hold the shares before
selling them or how many shares they will sell. The shares of our
Common Stock offered by this prospectus may be offered from time to
time by the Selling Securityholders listed below. We cannot assure
you that any of the Selling Securityholders will offer for sale or
sell any or all of the shares of Common Stock offered by them by
this prospectus.
| |
|
Number
of Shares Beneficially
Owned
Prior to Offering (1)
|
|
|
Number
of
Shares
Being
|
|
|
Number
of Shares Beneficially
Owned
After Offering (2)
|
|
|
Securityholders |
|
Number |
|
|
Percent
(%) |
|
|
Offered |
|
|
Number |
|
|
Percent (%) |
|
|
David Lee (Chief Executive Officer, Acting Chief Financial Officer
and Director) |
|
|
341,769,285 |
(3) |
|
|
32.5 |
% |
|
|
400,000,000 |
(3) |
|
|
4,769,290 |
|
|
|
* |
|
|
Spencer Hall (Chief Operating Officer and Director) |
|
|
20,833,335 |
(4) |
|
|
2.8 |
% |
|
|
50,000,000 |
(4) |
|
|
0 |
|
|
|
* |
|
|
(1) |
The
number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934,
as amended, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any shares as to which the Selling
Securityholder has sole or shared voting power or investment power
and also any shares which the Selling Securityholder has the right
to acquire within 60 days. Applicable percentage ownership is based
on 715,496,051 shares
of Common Stock outstanding as of April 12, 2022. |
| |
|
| (2) |
Assumes
that all shares of Common Stock to be offered, as set forth above,
are sold pursuant to this offering and that no other shares of
Common Stock are acquired or disposed of by the Selling
Securityholders prior to the termination of this offering. Because
the Selling Securityholders may sell all, some or none of their
shares of Common Stock or may acquire or dispose of other shares of
Common Stock, no reliable estimate can be made of the aggregate
number of shares of Common Stock that will be sold pursuant to this
offering or the number or percentage of shares of Common Stock that
each Selling Securityholder will own upon completion of this
offering. |
| |
|
| (3) |
Represents
4,769,290 shares of common stock and 336,999,995 shares of common
stock underlying options that are fully vested and that will vest
within 60 days of the date of this offering. |
| |
|
| (4) |
Represents
20,833,335 shares of common stock underlying options that are fully
vested and that will vest within 60 days of the date of this
offering. |
PLAN OF DISTRIBUTION
We
are registering the Shares covered by this prospectus to permit the
Selling Stockholders to conduct public secondary trading of these
Shares from time to time after the date of this prospectus. We will
not receive any of the proceeds of the sale of the Shares offered
by this prospectus. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares will be the purchase price
of the Shares less any discounts and commissions. We will not pay
any brokers’ or underwriters’ discounts and commissions in
connection with the registration and sale of the Shares covered by
this prospectus. The Selling Stockholders reserve the right to
accept and, together with their respective agents, to reject, any
proposed purchases of Shares to be made directly or through
agents.
The
Shares offered by this prospectus may be sold from time to time to
purchasers:
|
|
● |
directly
by the Selling Stockholders, or |
|
|
● |
through
underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, commissions or agent’s
commissions from the Selling Stockholders or the purchasers of the
Shares. |
Any
underwriters, broker-dealers or agents who participate in the sale
or distribution of the Shares may be deemed to be “underwriters”
within the meaning of the Securities Act. As a result, any
discounts, commissions or concessions received by any such
broker-dealer or agents who are deemed to be underwriters will be
deemed to be underwriting discounts and commissions under the
Securities Act. Underwriters are subject to the prospectus delivery
requirements of the Securities Act and may be subject to certain
statutory liabilities under the Securities Act and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). We
will make copies of this prospectus available to the Selling
Stockholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. To our knowledge, there are
currently no plans, arrangements or understandings between the
Selling Stockholders and any underwriter, broker-dealer or agent
regarding the sale of the Shares by the Selling
Stockholders.
The
Shares may be sold in one or more transactions at:
|
|
● |
prevailing
market prices at the time of sale; |
|
|
● |
prices
related to such prevailing market prices; |
|
|
● |
varying
prices determined at the time of sale; or |
These
sales may be effected in one or more transactions:
|
|
● |
on
any national securities exchange or quotation service on which the
Shares may be listed or quoted at the time of sale; |
|
|
● |
in
the over-the-counter market, including OTC Pink; |
|
|
● |
in
transactions otherwise than on such exchanges or services or in the
over-the-counter market; |
|
|
● |
any
other method permitted by applicable law; or |
|
|
● |
through
any combination of the foregoing. |
These
transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both
sides of the trade.
At
the time a particular offering of the Shares is made, a prospectus
supplement, if required, will be distributed, which will set forth
the name of the Selling Stockholders, the aggregate amount of
Shares being offered and the terms of the offering, including, to
the extent required, (1) the name or names of any underwriters,
broker-dealers or agents, (2) any discounts, commissions and other
terms constituting compensation from the Selling Stockholders and
(3) any discounts, commissions or concessions allowed or reallowed
to be paid to broker-dealers.
The
Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner, and size of each
resale or other transfer. There can be no assurance that the
Selling Stockholders will sell any or all of the Shares under this
prospectus. Further, we cannot assure you that the Selling
Stockholders will not transfer, distribute, devise or gift the
Shares by other means not described in this prospectus. In
addition, any Shares covered by this prospectus that qualify for
sale under Rule 144 of the Securities Act may be sold under Rule
144 rather than under this prospectus. The Shares may be sold in
some states only through registered or licensed brokers or dealers.
In addition, in some states the Shares may not be sold unless they
have been registered or qualified for sale or an exemption from
registration or qualification is available and complied
with.
The
Selling Stockholders and any other person participating in the sale
of the Shares will be subject to the Exchange Act. The Exchange Act
rules include, without limitation, Regulation M, which may limit
the timing of purchases and sales of any of the Shares by the
Selling Stockholders and any other person. In addition, Regulation
M may restrict the ability of any person engaged in the
distribution of the Shares to engage in market-making activities
with respect to the particular Shares being distributed. This may
affect the marketability of the Shares and the ability of any
person or entity to engage in market-making activities with respect
to the Shares.
The
Selling Stockholders may indemnify any broker or underwriter that
participates in transactions involving the sale of the Shares
against certain liabilities, including liabilities arising under
the Securities Act.
LEGAL MATTERS
The
validity of the issuance of the securities offered by this
prospectus will be passed upon for us by Sichenzia Ross Ference
LLP, New York, New York.
EXPERTS
The
financial statements of NewHydrogen, Inc. as of December 31, 2021
and 2020, and for the years then ended, included in our Annual
Report on Form 10-K for the year ended December 31, 2021, filed on
March 31, 2022, which is incorporated herein by reference, have
been audited by M&K CPAs, PLLC, independent registered public
accounting firm, as set forth in their report thereon, which is
incorporated herein by reference given on the authority of such
firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The
following documents filed with the SEC are hereby incorporated by
reference in this prospectus:
|
|
a) |
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2021, and filed with the SEC on March 31, 2022; |
|
|
b) |
All
other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant’s latest annual report referred to in (a)
above; |
|
|
c) |
The
description of the Registrant’s common stock which is contained in
the Registrant’s registration statement on Form 8-A (File No. 000-54819) filed October
5, 2012, including any amendment or report filed for the purpose of
updating such description; and |
|
|
d) |
All
other reports and documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(other than Current Reports furnished under Item 2.02 or Item 7.01
of Form 8-K and exhibits furnished on such form that relate to such
items) on or after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and
to be a part of this Registration Statement from the date of the
filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document that also is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement. |
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT
LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the
registrant, the registrant has been informed that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore
unenforceable.
WHERE YOU CAN FIND MORE
INFORMATION
We
file annual, quarterly and other reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC’s website at
http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, including any
amendments to those reports, and other information that we file
with or furnish to the SEC pursuant to Section 13(a) or 15(d) of
the Exchange Act can also be accessed free of charge by linking
directly from our website at thecoretecgroup.com. These filings
will be available as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC.
Information contained on our website is not part of this
prospectus.
The
Registrant hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this
prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been
incorporated by reference in this prospectus but not delivered with
the prospectus other than the exhibits to those documents, unless
the exhibits are specifically incorporated by reference into the
information that this prospectus incorporates. Requests for
documents should be directed to NewHydrogen, Inc., Attention:
Investor Relations, 27936 Lost Canyon Road, Suite 202, Santa
Clarita, CA 91387, (661) 251-0001.
NEWHYDROGEN,
INC.
UP TO
450,000,000 SHARES OF COMMON STOCK
REOFFER
PROSPECTUS
APRIL
12, 2022
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Securities and
Exchange Commission (the “SEC”) are incorporated by
reference into this Registration Statement:
(a)
Our Annual Report on Form 10-K for the fiscal year ended December
31, 2021, and filed with the SEC on March 31, 2022;
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant’s latest annual report or prospectus referred to in (a)
above;
(c)
The description of the Registrant’s common stock which is contained
in the Registrant’s registration statement on Form 8-A (File No.
000-54819), filed by the registrant with the SEC under Section
12(g) of the Exchange Act on October 5, 2012, including any
amendment or report filed for the purpose of updating such
description.
(d)
All other reports and documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (other than Current Reports furnished under Item 2.02
or Item 7.01 of Form 8-K and exhibits furnished on such form that
relate to such items) on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part of this Registration Statement from the
date of the filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document
that also is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
ITEM
4. DESCRIPTION OF SECURITIES
Not
applicable.
ITEM
5. INTERESTS OF NAMES EXPERTS AND COUNSEL
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The
Nevada Revised Statutes (NRS) empower us to indemnify our directors
and officers against expenses relating to certain actions, suits or
proceedings as provided for therein. In order for such
indemnification to be available, the applicable director or officer
must not have acted in a manner that constituted a breach of his or
her fiduciary duties and involved intentional misconduct, fraud or
a knowing violation of law, or must have acted in good faith and
reasonably believed that his or her conduct was in, or not opposed
to, our best interests. In the event of a criminal action, the
applicable director or officer must not have had reasonable cause
to believe his or her conduct was unlawful.
Under
the Nevada General Corporation Law and our Bylaws, our directors
will have no personal liability to us or our stockholders for
monetary damages incurred as the result of the breach or alleged
breach by a director of his “duty of care.” This provision does not
apply to the directors’ (i) acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law,
(ii) acts or omissions that a director believes to be contrary to
the best interests of the corporation or its stockholders or that
involve the absence of good faith on the part of the director,
(iii) approval of any transaction from which a director derives an
improper personal benefit, (iv) acts or omissions that show a
reckless disregard for the director’s duty to the corporation or
its stockholders in circumstances in which the director was aware,
or should have been aware, in the ordinary course of performing a
director’s duties, of a risk of serious injury to the corporation
or its stockholders, (v) acts or omissions that constituted an
unexcused pattern of inattention that amounts to an abdication of
the director’s duty to the corporation or its stockholders, or (vi)
approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of
personal liability for negligence in the performance of duties,
including gross negligence.
The
effect of this provision in our Bylaws is to eliminate the rights
of our Company and our stockholders (through stockholder’s
derivative suits on behalf of our Company) to recover monetary
damages against a director for breach of his fiduciary duty of care
as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in
clauses (i) through (vi) above. This provision does not limit nor
eliminate the rights of our Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in the
event of a breach of a director’s duty of care. In addition, our
Bylaws provide that if the Nevada General Corporation Law is
amended to authorize the future elimination or limitation of the
liability of a director, then the liability of the directors will
be eliminated or limited to the fullest extent permitted by the
law, as amended. The Nevada General Corporation Law grants
corporations the right to indemnify their directors, officers,
employees and agents in accordance with applicable law.
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
Insofar
as indemnification for liabilities under the Securities Act may be
permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed
that is it is the opinion of the SEC that such indemnification is
against public policy as expressed in such Securities Act and is,
therefore, unenforceable.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
ITEM
9. UNDERTAKINGS
|
1. |
The
undersigned Registrant hereby undertakes: |
|
|
(a) |
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement: |
|
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the
Securities Act; |
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration
Statement. |
|
|
(iii) |
To
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; |
Provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished
to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration
Statement.
|
|
(b) |
That,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. |
|
|
(c) |
To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering. |
|
2. |
The
undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. |
|
3. |
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Santa Clarita,
CA, on this 12th day of April, 2022.
| |
NEWHYDROGEN,
INC. |
| |
|
|
|
By: |
/s/
David Lee |
| |
|
David
Lee |
| |
|
Chief
Executive Officer |
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Lee, as his or her
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in their name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
/s/
David Lee |
|
Chief
Executive Officer (Principal Executive Officer), |
|
April
12, 2022 |
|
David
Lee |
|
Acting
Chief Financial Officer (Principal Accounting and Financial
Officer) and Chairman of the Board of Directors |
|
|
|
|
|
|
|
|
|
/s/
Spencer Hall |
|
Chief
Operating Officer |
|
April
12, 2022 |
|
Spencer
Hall |
|
and
Director |
|
|
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