Current Report Filing (8-k)
April 13 2022 - 3:44PM
Edgar (US Regulatory)
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2022-04-12
2022-04-12
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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): April 12, 2022
NEWHYDROGEN,
INC.
(Exact
name of registrant as specified in 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) (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):
☐ |
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 |
|
Trading
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 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 11, 2022, the Board of Directors of New Hydrogen, Inc. (the “Company”) approved the 2022 Equity Incentive Plan, or
the 2022 Plan. The 2022 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, and restricted
stock units, collectively, the “stock awards.” Stock awards may be granted under the 2022 Plan to our employees, consultants
and directors.
The
maximum number of shares of common stock initially available for issuance under the 2022 Plan is 500,000,000 shares of common stock and
thereafter shall automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number
of shares issuable under the 2022 Plan shall at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization
on the first day of the Company’s fiscal year, unless the Company’s Board of Directors (the “Board”) adopts a
resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased. The shares of common stock subject
to stock awards granted under the 2022 Plan that are canceled, forfeited or expire prior to exercise, either in full or in part, shall
again become available for issuance under the 2022 Plan. Shares subject to a stock award under the 2022 Plan shall not again be made
available for issuance or delivery under the 2022 Plan if such shares are (a) shares tendered in payment of an option or (b) shares delivered
or withheld by the Company to satisfy any tax withholding obligation.
In
the event of a change in control, the Company may, but shall not be obligated to: (a) accelerate, vest or cause the restrictions to lapse
with respect to all or any portion of any stock award; (b) cancel stock awards and cause to be paid to the holders of vested stock awards
the value of such stock awards, if any, as determined by the Company, in its sole discretion, it being understood that in the case of
any option with an option exercise price that equals or exceeds the price paid for a share of common stock in connection with the change
in control, the Company may cancel the option without the payment of consideration therefor; (c) provide for the issuance of substitute
stock awards or the assumption or replacement of such stock awards; or (d) provide written notice to the holders that for a period of
at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares
of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and
be of no further force and effect.
The
Board may suspend or terminate the 2022 Plan at any time. The 2022 Plan is scheduled to terminate automatically in ten (10) years following
the effective date. No rights may be granted under the 2022 Plan while the 2022 Plan is suspended or after it is terminated. The Board
may amend or modify the 2022 Plan at any time. To the extent required by applicable law or regulation, and except as otherwise provided
in the 2022 Plan, stockholder approval will be required for any amendment that (a) materially increases the number of shares available
for issuance under the 2022 Plan, (b) materially expands the class of individuals eligible to receive stock awards under the 2022 Plan,
(c) materially increases the benefits accruing to the participants under the 2022 Plan or materially reduces the price at which shares
of common stock may be issued or purchased under the 2022 Plan, (d) materially extends the term of the 2022 Plan, or (e) expands the
types of awards available for issuance under the 2022 Plan.
Effective
April 12, 2022, the board of directors approved the grant of 400,000,000 stock options to David Lee, the Company’s Chief Executive
Officer and 50,000,000 stock options to Spencer Hall, the Company’s Chief Operating Officer.
The
2022 Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to,
and qualified in its entirety by, the 2022 Plan.
Item
9.01 Exhibits
Exhibit
No. |
|
Description |
10.1 |
|
2022 Equity Incentive Plan |
104 |
|
Cover
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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:
April 13, 2022
|
NEWHYDROGEN,
INC. |
|
|
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By:
|
/s/
David Lee |
|
|
David
Lee |
|
|
Chief
Executive Officer |