8-K

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

Dateof Report (Date of earliest event reported): June 15, 2023

NEWHYDROGEN,

INC.

(Exact name of registrant as specified in its charter)

27936Lost 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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Resignationof Chief Executive Officer

On June 15, 2023, Mr. David Lee resigned from his position as Chief Executive Officer of NewHydrogen, Inc. (the “Company”). Mr. Lee will continue to serve as the Company’s President, Acting Chief Financial Officer and Chairman of the board of directors (the “Board”).

Appointmentof New Chief Executive Officer

On June 15, 2023, the Company appointed Mr. Steven Hill as Chief Executive Officer of the Company. Mr. Hill was appointed as Vice President and a Director of the Company in March 2023.

OptionGrant

On June 15, 2023, the Company awarded 50,000,000 stock options (the “Options”) to acquire shares of the Company’s common stock to Messrs. Hill and Lee. The Options were granted as incentive options to Messrs. Hill and Lee as both a retention mechanism and to further drive performance and the Company’s growth. The Options were granted pursuant to the Company’s 2022 Equity Incentive Plan and were each approved by the Board.

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.