Exhibit 3.1
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 30, 2021
NEWHYDROGEN, INC.
(Exact name of registrant as specified in its 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 and Zip Code)
Registrant’s telephone number, including area code: (661) 251-0001
BIOSOLAR, INC.
(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 | Ticker 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 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. [ ]
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective April 30, 2021, NewHydrogen, Inc. (f/k/a BioSolar, Inc.) (the “Company”) entered into an agreement and plan of merger, whereby a wholly-owned subsidiary of the Company (the “Merger Sub”) was merged into the Company (the “Merger”). Upon consummation of the Merger, the separate existence of Merger Sub ceased.
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s name from “BioSolar, Inc.” to “NewHydrogen, Inc.” On April 28, 2021, the Company filed articles of merger (the “Articles of Merger”) with the Secretary of State of Nevada, which were effective April 30, 2021, to effect the Merger, and the Company’s Articles of Incorporation were deemed amended to reflect the change in the Company’s corporate name (the “Name Change”).
In connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority, requesting confirmation of the Name Change and also to request the change of the Company’s ticker symbol from “BSRC” to “NEWH” (the “Symbol Change”).
The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets.
The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the Articles of Merger attached as Exhibit 3.01.
Item 8.01 Other Events.
On April 30, 2021, the Company issued a press release announcing the Name Change and Symbol Change. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Articles of Merger | |
| 99.1 | Press Release dated April 30, 2021 |
| 2 |
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.
| NewHydrogen, Inc. | |
| Date: May 3, 2021 | /s/ David Lee |
| David Lee | |
| Chief Executive Officer |
| 3 |
Exhibit 3.1
Exhibit 99.1
BioSolar changes corporate name to NewHydrogen
Changing the corporate name to NewHydrogen, Inc. (OTC:NEWH) better reflects the company’s focus on reducing the cost of green hydrogen production
SANTA CLARITA, Calif. (April 30, 2021) – BioSolar, Inc. (OTC:BSRC), a developer of clean energy technologies, today announced that it changed its corporate name to NewHydrogen, Inc., and now has a new stock ticker symbol: NEWH. The company was informed by FINRA that the name change and stock ticker symbol became effective on April 30, 2021.
“With our increased focus on green hydrogen, we believe that NewHydrogen is a more appropriate name for our public company,” said Dr. David Lee, CEO of NewHydrogen. “Therefore, we chose the name of our recently launched green hydrogen venture as our parent company name. Doing so represents our commitment to help meet the growing demand for renewable energy, fight climate change and sustain our planet.”
NewHydrogen is developing a breakthrough electrolyzer technology to lower the cost of green hydrogen production. A mature technology that has existed for over 200 years, electrolyzers are systems typically installed behind a solar farm or wind farm to use renewable electricity to split water into hydrogen and oxygen, thereby producing green hydrogen. The main challenge and reason that the world does not utilize green hydrogen everywhere today is due to the high cost. The catalysts that enable the critical water-splitting reactions are currently made from platinum and iridium, two very expensive precious metals that account for nearly 50% of the cost of the electrolyzer.
The company’s sponsored research program at UCLA is focused on replacing iridium, a precious metal found only in asteroids, with earth abundant materials that meet or exceed the performance characteristics of iridium. The research also focuses on significantly reducing or replacing the hydrogen catalyst, platinum. Additionally, a complete and fully optimized electrolyzer device will be developed that incorporates all the innovations from this research program. This fully functional hydrogen-producing electrolyzer will serve as a reference prototype to help electrolyzer manufacturers worldwide to assess NewHydrogen’s breakthrough technology to produce low-cost green hydrogen.
About NewHydrogen, Inc.
NewHydrogen is a developer of clean energy technologies including green hydrogen and lithium-ion battery components. The company’s current focus is on developing a breakthrough 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. Unfortunately, electrolyzers are expensive and rely on rare earth materials such as platinum and iridium. These very expensive materials account for nearly 50% of the cost of electrolyzers. The company’s technology is aimed at significantly reducing or replacing rare earth materials in electrolyzers with inexpensive earth-abundant materials to help usher in a green hydrogen economy that Goldman Sachs estimates will be worth $12 trillion by 2050. To learn more about the company, please visit https://www.NewHydrogen.com.
Safe Harbor Statement
Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company with the United Stated Securities and Exchange Commission.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
CONTACT INFORMATION
Investor Relations Contact:
Tom Becker
BioSolar, Inc.
ir@biosolar.com
(877) 904-3733