NEWH 10-K & 10-Q changes, risk factors and insider trading

Selling and marketing (“S&M”) expenses increased by $207,573$84,322 to $316,624$400,946 for the year ended December 31, 2024,2025, compared to $109,051 $316,624 for the prior year ended December 31, 2023.The 2024.The increase in S&M expenses was the result of an increase in service providers of $112,749, $2,983, an increase in website development and maintenance of $52,922,$68,181, and ana net increase in ad campaigns and post-production services of 41,902.$13,158.

General and administrative (“G&A”) expenses decreasedincreased by $(1,731,903)$696,464 to $1,131,312$1,827,776 for the year ended December 31, 2024,2025, compared to $2,863,215$1,131,312 for the prior period December 31, 2023.2024. This decreaseincrease in G&A expenses was the result of aan decreaseincrease in non-cash stock compensation of $(1,777,959),$848,710, aan decreaseincrease in professional fees of $(51,751), and a decrease of $(52,815) in other G&A expenses, with$91,642, an increase in salaries of $86,218,$11,667, andwith an increasea decrease in Other G&A expenses of $64,404.$26,334.

Research and Development (“R&D”) expenses increased by $159,660$253,378 to $362,538$615,916 for the year ended December 31, 2024,2025, compared to $202,878 $362,538 for the prior period ended December 31, 2023.2024. This overall increase in R&D expenses was the result of an increase in corporate outside services.services and consultants.

Our net loss was $3,177,532$2,846,943 for the year ended December 31, 2024,2025, compared to a net loss of $12,085,528$1,809,962 for the prior period ended December 31, 2023.2024. The decreaseincrease of $8,907,996 $1,036,981 in net loss was due to aan decreaseincrease in non-cashoverall change in stock compensation expense.expenses. The Company has not generated any revenues.

As of December 31, 2024,2025, we had $2,118,257 $1,432,828 in working capital as compared to $3,678,942$2,102,307 for the prior year ended December 31, 2023.2024. The decrease in working capital was due primarily to a decrease in cash, prepaid expenses, and accounts payable.cash.

During the year ended December 31, 2024,2025, the Company used $1,573,920$1,993,400 of cash for operating activities, as compared to $1,156,256$1,573,920 for the prior year ended December 31, 2023. 2024. The increase in the use of cash for operating activities was a result of an increase in professional fees of $51,751,$91,464, advertising and marketing of $207,573,$84,322, research and development of $156,660,$253,378, with an overall increasedecrease of $1,320.$9,684. The Company is focused on development of silicon anode additive technology for next generation lithium-ion batteries.

Cash provided from financing activities during the year ended December 31, 20242025 and 20232024 was $1,325,472 and $0, respectively. Our capital needs have primarily been met from the proceeds of convertible debt offerings and equity financing. We are currently in the development stage of our business and have no revenues.

Our plan of operation within the next twelve months is to utilize our cash balances and additional capital injection through sale of securities to maintain the existing ThermoLoopTM technology development program at UCSB.

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 six months. Management estimates that it will require additional cash resources during second half of 2025,2026, based upon its current operating plan and condition. We do not expect increased expenses untilin earlymid 2026 when we ramp up prototyping efforts related to our thermochemical water splitting technology.

The preparation of financial statements in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilitiesallowance and the fair value of stock options. Actual results could differ from those estimates.

Our cash, cash equivalents, investments, inventory, prepaid expenses, and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments.

ManagementThe reviewedCompany currentlyconsiders all new pronouncements and management has determined that there have been no recently adopted or issued pronouncements during the three months ended March 31, 2026, and does not believeaccounting standards that anyhad otheror recently issued, but not yet effective, accounting standards if currently adopted wouldwill have a material effectimpact on theits accompanying condensed unaudited financial statements.

Results of Operations – Three months ended MarchJune 31,30, 2026, compared to the Three months ended MarchJune 31,30, 2025.

Selling and marketing (“S&M”) expenses decreasedincreased by $12,910$15,786 to $93,569$109,878 for the three months ended MarchJune 31,30, 2026, compared to $106,479$94,092 for the prior period ended MarchJune 31,30, 2025. The primary decreaseincrease in S&M expenses was the result of aan decreaseincrease in spending on advertisingwebsite development and marketing.

General and administrative (“G&A”) expenses increased by $129,345$83,265 to $396,798$464,318 for the three months ended MarchJune 31,30, 2026, compared to $267,453$381,053 for the prior period ended MarchJune 31,30, 2025. The overallmajority of the increase wasrelated to increased stock option expense for a vesting amendment, increased accounting fees and an increase indue insuranceto expense.timing of market fees.

Research and Development (“R&D”) expenses increased by $229,995$195,007 to $331,513$342,874 for the three months ended MarchJune 31,30, 2026, compared to $101,518$147,867 for the prior period ended MarchJune 31,30, 2025. This overall increase in R&D expenses was the result of an increase in research agreement costs, and consultant costs.

Depreciation and amortization expense for the three months ended MarchJune 31,30, 2026 and 2025 was $821 and $821,$820, respectively.

Our net loss for the three months ended MarchJune 31,30, 2026 was $822,996,$917,822, compared to $476,094$623,704 for the prior period ended MarchJune 31,30, 2025. The Company 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. TheseThe 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. The Company has not generated any revenues.

The accompanying unaudited condensed financial statements as of MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2026, we did not generate any revenues, and recognized a net loss of $822,996,$1,740,818, due to a change in operating expenses and cash of $722,587$1,460,435 used in operations. As of MarchJune 31,30, 2026, we had working capital of $751,663$788,355 and a shareholders’ deficit of $2,718,350.$2,643,279.

Management believes that we will be able to continue to raise funds through the sale of our securities to existing and new investors, including through the use of its equity financing agreement entered into with GHSGHS. Management believes that funding from existing and prospective new investors and future revenue will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt-financing or cause substantial dilution for our stockholders, in case of equity financing.

As of MarchJune 31,30, 2026, we had working capital of $751,663$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.

During the threesix months ended MarchJune 31,30, 2026, we used $722,587$1,460,435 in cash for operating activities, as compared to $492,812$1,003,615 for the prior period ended MarchJune 31,30, 2025. The increase in the use of cash for operating activities for the current period was a result of an increase in research researchand development, and development cost,general and advertisingadministrative and marketing.costs.

There was no investing or financing activities during the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.

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 MarchJune 31,30, 2026, have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern, 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.