10-K: NewHydrogen posts wider loss, flags 2026 cash need

NewHydrogen reported a larger 2025 net loss, no revenue, and signaled a need for additional capital in the second half of 2026 while advancing its ThermoLoop green hydrogen program and patent portfolio.

Summary

• Focus remains on ThermoLoop, a thermochemical process to produce green hydrogen using heat instead of electricity; collaboration with UC Santa Barbara (UCSB) continued with new patent filings on March 5, 2025 and October 16, 2025.
• No revenue in 2025; net loss widened to $2,846,943 from $1,809,962 in 2024 as G&A rose to $1,827,776 (+$696,464), R&D rose to $615,916 (+$253,378), and S&M rose to $400,946 (+$84,322).
• Year-end cash was $1,436,928 (vs. $2,104,521 in 2024); working capital was $1,432,828; operating cash outflow was $1,993,400.
• Entered an equity financing agreement with GHS Investments, LLC on May 2, 2025 for up to $3,000,000; S-1 declared effective on May 30, 2025; raised $1,325,807 in 2025 via share issuances (63,431,529 shares), plus 803,536 shares for a $30,000 commitment fee.
• Amended UCSB research agreement on November 17, 2025, increasing total consideration to $1,690,038 with term through November 30, 2026.
• Auditor included a going concern explanatory paragraph; management believes current cash supports operations for approximately six months and expects to require additional cash resources during the second half of 2026.
• Shares outstanding were 768,031,041 as of March 30, 2026; the aggregate market value of non-affiliate holdings was approximately $22,420,280 on June 30, 2025.
• As of March 30, 2026, the company had two full-time employees; no material legal proceedings and no material cybersecurity incidents reported.

Sentiment

Score: 3

Explanation: StockSavvy.ai views the widened loss, declining cash, and going concern emphasis as materially negative, partially offset by access to an equity facility and continued IP and research progress.

Positives

• Secured an equity financing facility up to $3,000,000 (effective May 30, 2025) and raised $1,325,807 cash in 2025 via share issuances.
• Advanced intellectual property with joint UCSB patent applications filed on March 5, 2025 and October 16, 2025; a PCT application was filed on March 6, 2026.
• Extended and expanded the UCSB research program to $1,690,038 through November 30, 2026, supporting ThermoLoop development.
• No material legal proceedings disclosed; no material cybersecurity events reported.
• Management reported effective disclosure controls and procedures and effective internal control over financial reporting.

Negatives

• No revenue to date and net loss increased to $2,846,943 in 2025 (from $1,809,962 in 2024).
• Cash decreased to $1,436,928 at year-end (from $2,104,521) and operating cash outflow was $1,993,400.
• Auditor’s going concern explanatory paragraph and management’s expectation of needing additional capital in the second half of 2026.
• Potential dilution risk highlighted by 2025 share issuances and large outstanding equity overhang (565,000,000 options; 228,958,334 warrants).
• Very small team (two full-time employees) and modest office infrastructure; no theft or casualty insurance and only modest liability/property coverage.
• Penny stock status, limited trading liquidity, and concentrated insider control; no independent directors or board committees under NASDAQ definitions.

Risks

• Limited operating history with ongoing losses and no revenues, raising substantial doubt about the ability to continue as a going concern.
• Development-stage company risks, including potential inability to launch products, manage growth, or implement expansion strategy.
• Risk of failing to successfully develop and commercialize technologies, which would result in continued losses.
• Market acceptance risk: revenues depend on adoption and willingness of customers to pay or license the technology.
• Insurance gaps: no theft or casualty insurance and only modest liability and property coverage.
• Key person risk: heavy reliance on Chairman and President David Lee; no employment agreement or key man insurance.
• Dependence on strategic relationships for technology development; loss of these relationships could impede product completion.
• Competitive pressure from companies developing green hydrogen technologies with greater resources.
• Control risk: officers, directors, and affiliates beneficially own approximately 43% of outstanding common stock as of December 31, 2025.
• Limited market liquidity for common stock, exposure to significant price swings, and SEC penny stock rules increasing transaction frictions.
• No expected dividends; returns dependent on potential stock price appreciation.
• Board authorization to issue preferred stock could adversely affect rights of common shareholders.
• Future capital raises may dilute existing shareholders’ ownership.

Future Outlook

Plans include maintaining the ThermoLoop development program at UCSB, ramping prototyping efforts in mid-2026, and raising additional capital in the second half of 2026 to fund operations and development.

Management Comments

• Current cash and investment balances are believed sufficient to support development activity and G&A for approximately six months.
• Additional cash resources are expected to be required during the second half of 2026 based on the current operating plan.
• Expenses are expected to increase in mid-2026 with the ramp-up of prototyping for the thermochemical water splitting technology.
• Marketing of ThermoLoop will begin once quantitative performance demonstrations are available, with a focus on licensing and partnerships.

Industry Context

StockSavvy.ai notes that most green hydrogen competitors are optimizing electrolyzer-based pathways, while NewHydrogen is pursuing a thermochemical route aimed at reducing electricity costs. This approach aligns with broader industry efforts to cut the levelized cost of hydrogen, but commercialization timelines and funding needs typically challenge pre-revenue innovators in this space.

Comparison to Industry Standards

• Compared with electrolyzer-focused peers such as ITM Power and Sunfire, NewHydrogen remains pre-revenue and at a lab-to-prototype stage, implying higher technology risk and longer time-to-market relative to companies with commercial deployments.
• AFC Energy and other listed hydrogen technology firms report recurring revenues and/or pilot deployments; NewHydrogen’s absence of revenue and reliance on research agreements places it earlier in the commercialization curve than many public peers.
• R&D intensity is modest versus large, integrated hydrogen players and electrolyzer manufacturers that typically deploy substantial multi-year capex; NewHydrogen’s strategy centers on targeted university collaborations and IP development to enable future licensing.

Legal Proceedings

• No pending legal proceedings that would have a material adverse effect on the business.

Related Party Transactions

• Other than compensation arrangements, there were no material related party transactions during the last two fiscal years.

Stakeholder Impact

• Shareholders face dilution risk from ongoing use of the equity financing facility and potential future capital raises.
• Employees operate within a very lean organization (two full-time employees), which may stretch resources during prototyping ramp-up.
• Prospective customers and partners must await quantitative performance demonstrations before engagement or licensing discussions.
• Creditors currently face minimal balance sheet leverage, but going concern uncertainty elevates risk if capital markets access weakens.

Next Steps

• Maintain ThermoLoop development program at UCSB through November 30, 2026.
• Ramp prototyping efforts for thermochemical water splitting in mid-2026.
• Pursue additional capital in the second half of 2026 to fund operations and development.
• Commence marketing and potential licensing discussions upon quantitative performance demonstrations.
• Continue to utilize the equity financing facility with GHS, subject to put limitations and term.

Key Dates

Recommendation

The combination of no revenue, a widened 2025 loss, declining cash, an auditor’s going concern paragraph, and expected capital needs in 2H26 heightens dilution and execution risk. While IP and research progress are positives, the balance of risks versus near-term catalysts favors a defensive stance.

Keywords

NewHydrogen, ThermoLoop, green hydrogen, thermochemical water splitting, UC Santa Barbara, GHS Investments, equity financing, OTCQB:NEWH, clean energy, hydrogen production, R&D, Series C Convertible Preferred, patent filings, going concern, penny stock