NewHydrogen, Inc.
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 28, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0001493152-26-035837
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-28.
0001493152-26-049021
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 55 previous paragraphs and 54 current paragraphs.
32 unchanged; 20 reworded; 2 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Results of Operations – Nine months ended September 30, 2026, compared to the Nine months ended September 30, 2025.
Current report
During the nine months ended September 30, 2026, the Company used $608 in cash for investing activities as compared to $0 for the prior period ended September 30, 2025. The increase relates to purchase of fixed assets.
Removed paragraphs (3)
Previous report
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.
Previous report
Results of Operations – Six months ended June 30, 2026, compared to the Six months ended June 30, 2025.
Previous report
There was no investing activities during the six months ended June 30, 2026 and June 30, 2025.
Reworded paragraphs (20)
Previous wording
We are a developer of clean energy technologies. Our current focus is on developing a thermochemical green hydrogen production technology to lower the cost of green hydrogen production.
Current wording
We are a developer of clean energy technologies. Our current focus is on developing a thermochemical clean hydrogen production technology to lower the cost of clean hydrogen production.
Previous wording
Currently, the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity produced from solar or wind. However, green electricity is and always will be very expensive. It currently accounts for 73% of the cost of green hydrogen. By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of green hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the green hydrogen economy that Goldman Sachs (in a 2022 report) estimated to have a future market value of $12 trillion.
Current wording
Currently, the most common method of making clean hydrogen is to split water into oxygen and hydrogen with an electrolyzer using clean electricity produced from solar or wind. However, clean electricity is and always will be very expensive. It currently accounts for 73% of the cost of clean hydrogen. By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of clean hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the clean hydrogen economy that Goldman Sachs (in a 2022 report) estimated to have a future market value of $12 trillion.
Previous wording
Selling and marketing (“S&M”) expenses increased by $15,786 to $109,878 for the three months ended June 30, 2026, compared to $94,092 for the prior period ended June 30, 2025. The primary increase in S&M expenses was the result of an increase in spending on website development and marketing.
Current wording
Selling and marketing (“S&M”) expenses decreased by $22,009 to $73,454 for the three months ended September 30, 2026, compared to $95,463 for the prior period ended September 30, 2025. The primary reason for the decrease in S&M expenses was due to a decrease in ad campaigns offset by an increase in website development.
Previous wording
General and administrative (“G&A”) expenses increased by $83,265 to $464,318 for the three months ended June 30, 2026, compared to $381,053 for the prior period ended June 30, 2025. The majority of the increase related to increased stock option expense for a vesting amendment, increased accounting fees and an increase due to timing of market fees.
Current wording
General and administrative (“G&A”) expenses increased by $157,878 to $439,126 for the three months ended September 30, 2026, compared to $281,248 for the prior period ended September 30, 2025. The majority of the increase related to increased stock option expense for a vesting amendment, increased legal and accounting fees.
Previous wording
Research and Development (“R&D”) expenses increased by $195,007 to $342,874 for the three months ended June 30, 2026, compared to $147,867 for the prior period ended June 30, 2025. This overall increase in R&D expenses was the result of an increase in research agreement costs, and consultant costs.
Current wording
Research and Development (“R&D”) expenses increased by $254,528 to $359,217 for the three months ended September 30, 2026, compared to $104,689 for the prior period ended September 30, 2025. This overall increase in R&D expenses was the result of an increase in research agreement costs, and consultant costs.
Previous wording
Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $821 and $820, respectively.
Current wording
Depreciation and amortization expense for the three months ended September 30, 2026 and 2025 was $820 and $821, respectively.
Previous wording
Our net loss for the three months ended June 30, 2026 was $917,822, compared to $623,704 for the prior period ended June 30, 2025. The Company has not generated any revenues. The majority of the increase in net loss was due to an overall increase in operating expenses and non-cash expense associated with the net change in stock option expense in the current period. The estimates for stock compensation expense were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material.
Current wording
Our net loss for the three months ended September 30, 2026 was $872,564, compared to $482,096 for the prior period ended September 30, 2025. The Company has not generated any revenues. The majority of the increase in net loss was due to an overall increase in operating expenses and non-cash expense associated with the net change in stock option expense in the current period. The estimates for stock compensation expense were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material.
Previous wording
S&M expenses increased by $2,876 to $203,447 for the six months ended June 30, 2026, compared to $200,571 for the prior period ended June 30, 2025. The primary reason for the increase in S&M expenses was due to an increase in website development offset by a decrease in ad campaigns.
Current wording
S&M expenses decreased by $19,133 to $276,901 for the nine months ended September 30, 2026, compared to $296,034 for the prior period ended September 30, 2025. The primary reason for the decrease in S&M expenses was due to a decrease in ad campaigns offset by an increase in website development.
Previous wording
G&A expenses increased by $212,610 to $861,116 for the six months ended June 30, 2026, compared to $648,506 for the prior period ended June 30, 2025. The majority of the increase related to an increase in stock compensation expense for a vesting amendment and an increase in audit fees. These increases were offset by decreases to legal fees and market fees.
Current wording
G&A expenses increased by $370,488 to $1,300,242 for the nine months ended September 30, 2026, compared to $929,754 for the prior period ended September 30, 2025. The majority of the increase related to an increase in stock compensation expense for a vesting amendment and an increase in accounting and legal fees. These increases were offset by a decrease to market fees.
Previous wording
R&D expenses increased by $425,002 to $674,387 for the six months ended June 30, 2026, compared to $249,385 for the prior period ended June 30, 2025. This overall increase in R&D expenses was the result of an increase in research agreement costs, and consultant costs.
Current wording
R&D expenses increased by $679,530 to $1,033,604 for the nine months ended September 30, 2026, compared to $354,074 for the prior period ended September 30, 2025. This overall increase in R&D expenses was the result of an increase in research agreement costs, and consultant costs.
Previous wording
Depreciation and amortization expense for the six months ended June 30, 2026 and 2025 was $1,642 and $1,641, respectively.
Current wording
Depreciation and amortization expense for the nine months ended September 30, 2026 and 2025 was $2,462 and $2,462, respectively.
Previous wording
Our net loss for the six months ended June 30, 2026 was $1,740,818, compared to $1,099,798 for the prior period ended June 30, 2025. The Company has not generated any revenues. The majority of the increase in net loss was due to an overall increase in operating expenses and non-cash expense associated with the net change in stock option expense in the current period. The estimates for stock compensation expense were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material.
Current wording
Our net loss for the nine months ended September 30, 2026 was $2,613,382, compared to $1,581,894 for the prior period ended September 30, 2025. The Company has not generated any revenues. The majority of the increase in net loss was due to an overall increase in operating expenses and non-cash expense associated with the net change in stock option expense in the current period. The estimates for stock compensation expense were based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the stock options fluctuate, and the fluctuation may be material.
Previous wording
The accompanying unaudited condensed financial statements as of June 30, 2026, have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the six months ended June 30, 2026, we did not generate any revenues, and recognized a net loss of $1,740,818, due to a change in operating expenses and cash of $1,460,435 used in operations. As of June 30, 2026, we had working capital of $788,355 and a shareholders’ deficit of $2,643,279.
Current wording
The accompanying unaudited condensed financial statements as of September 30, 2026, have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the nine months ended September 30, 2026 we recognized a net loss of $2,613,382, and $1,963,639 of cash was used in operations. As of September 30, 2026, we had working capital of $177,028 and a shareholders’ deficit of $3,254,818.
Previous wording
As of June 30, 2026, we had working capital of $788,355 compared to $1,433,163 for the year ended December 31, 2025. This decrease in working capital was due primarily to a decrease in cash.
Current wording
As of September 30, 2026, we had working capital of $177,028 compared to $1,433,163 for the year ended December 31, 2025. This decrease in working capital was due primarily to a decrease in cash and an increase in accounts payable.
Previous wording
During the six months ended June 30, 2026, we used $1,460,435 in cash for operating activities, as compared to $1,003,615 for the prior period ended June 30, 2025. The increase in the use of cash for operating activities for the current period was a result of an increase in research and development, and general and administrative costs.
Current wording
During the nine months ended September 30, 2026, we used $1,963,639 in cash for operating activities, as compared to $1,413,695 for the prior period ended September 30, 2025. The increase in the use of cash for operating activities for the current period was a result of an increase in research and development, and general and administrative costs.
Previous wording
During the six months ended June 30, 2026, we received $763,035 in cash for financing activities as compared to $0 for the prior period ended June 30, 2025. Cash received during the current period was for shares issued through an equity financing agreement.
Current wording
During the nine months ended September 30, 2026, we received $828,827 in cash for financing activities as compared to $615,445 for the prior period ended September 30, 2025. Cash received during both periods was for shares issued through an equity financing agreement.
Previous wording
Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2025, expressed substantial doubt about our ability to continue as a going concern without additional capital becoming available. Our financial statements as of June 30, 2026, have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern, ultimately is dependent upon our ability to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
Due to the Company not yet generating any significant revenue, recurring net losses, negative cashflows from operating activities and an accumulated deficit, management believes there is substantial doubt about the Company’s ability to continue as a going concern without additional capital. Our financial statements as of September 30, 2026, have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern, ultimately is dependent upon our ability to generate revenue, which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
We are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen. The Company’s current focus is on developing ThermoLoop™, a breakthrough technology that uses water and heat rather than electricity to potentially produce the world’s lowest cost green hydrogen.
Current wording
We are engaged in the development of clean energy technologies to lower the cost of producing clean hydrogen. The Company’s current focus is on developing ThermoLoop®™, a breakthrough technology that uses water and heat rather than electricity to potentially produce the world’s lowest cost clean hydrogen.
Previous wording
Our plan of operation within the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop™ technology development program at UCSB.
Current wording
Our plan of operation within the next twelve months is to utilize our cash balances and additional cash investment received during Q4 2026 to maintain the existing ThermoLoop®™ technology development program at UCSB.
Previous wording
We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next four months. Management estimates that it will require additional cash resources during 2026, based upon its current operating plan and condition. We do not expect increased expenses until early 2027 when we ramp up prototyping efforts related to our thermochemical water splitting technology.
Current wording
We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next twelve months. Management estimates that it will require additional cash resources during Q4 2027, based upon its current operating plan and condition. We do not expect increased expenses until Q4 2027 when we ramp up commercialization efforts related to our thermochemical water splitting technology.