NewHydrogen NEWH

NewHydrogen reports $0 revenue and $872,564 net loss

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $0 for the three months ended Sep 30, 2026
  2. Net loss: $872,564 for the three months ended Sep 30, 2026
  3. Cash and equivalents: $301,508 at Sep 30, 2026

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What changed

1 change since the June 2026 10-Q

Compared with the 10-Q 0001493152-26-035837, filed Aug 3, 2026.

  1. Changed Financial statements

    Cash down 59% from Jun 30

    $302K, was $740K.

    From the filings

    Before

    $740K

    Now

    $302K
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 4 changes

2 unchanged paragraphs

THE QUARTERLY PERIOD ENDED JUNE SEPTEMBER 30, 2026

13 unchanged paragraphs

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No number of shares of registrant s common stock issued and outstanding as of July 31, October 27, 2026 was 819,731,390 1,024,362,103 .

4 unchanged paragraphs

Condensed Statement of Shareholders Deficit

Condensed Statement of Stockholders Equity (Deficit)

2 unchanged paragraphs

Exhibits 26 changes

3 unchanged paragraphs

Deferred offering cost

5 unchanged paragraphs

Patents, net of amortization of $ 31,735 32,491 and $ 30,224 , respectively

8 unchanged paragraphs

Common stock, $ 0.0001 par value; 3,000,000,000 6,000,000,000 authorized shares 814,441,380 820,712,103 and 768,031,041 shares issued and outstanding, respectively

5 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

12 unchanged paragraphs

AND SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026 AND 2025

5 unchanged paragraphs

Adjustment to mezzanine

Cancellation of preferred shares

1 unchanged paragraph

Issuance of common shares for equity financing at cost

Shares issued for GHS commitment fee

Stock compensation cost

Balance, September 30, 2026

6 unchanged paragraphs

Issuance of common shares for equity financing at cost

Stock compensation cost

Balance, September 30, 2025

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

9 unchanged paragraphs

Purchase of computer equipment

Net cash used in investing activities

9 unchanged paragraphs

Adjustment to mezzanine

Equity financing cost

Cancellation of preferred shares

Issuance of common shares for commitment fees

The accompanying notes are an integral part of these condensed financial statements.

Notes to the financial statements 74 changes

OF SEPTEMBER 30, 2026

3 unchanged paragraphs

$ 1,460,435 of cash from operating activities. These conditions raise substantial doubt about the Company s ability to continue as a going concern within one year after the date these financial statements are issued. In order to continue as a going concern, the

are a developer of clean energy technologies. Our current focus is on developing a green clean hydrogen production technology that uses water and heat rather than electricity to potentially produce the world s cheapest green clean hydrogen.

accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of June September 30, 2026 the Company has an accumulated deficit of $ 182,530,308 183,402,872 . During the six nine months ended June September 30, 2026 the company had a net loss of $ 1,740,818 and used

$ 2,613,382 and used $ 1,963,639 of cash from operating activities. These conditions raise substantial doubt about the Company s ability to continue as a going concern within one year after the date these financial statements are issued. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful in obtaining additional capital.

3 unchanged paragraphs

S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and six nine months ended June September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information refer to the financial statements and footnotes thereto included in the Company s Form 10-K for December 31, 2025.

2 unchanged paragraphs

includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of June September 30, 2026, the cash balance in excess of the FDIC limits was $ 489,528 51,508 . The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

1 unchanged paragraph

Company pays commitment fees related to equity financing agreements (see Note 7). Commitment fees are costs directly related to an equity financing agreement and are accounted for as deferred offering costs. Deferred offering costs are initially recorded on the balance sheet and will be recognized as a reduction of additional paid-in capital on a pro-rata basis as the Company utilizes the financing facility. Should the financing facility not be utilized, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. As of September 30, 2026 and December 31, 2025 deferred offering costs totaled $ 16,476 and $ 0 , respectively. During the nine months ended September 30, 2026 and 2025, $ 0 and $ 30,000 in deferred costs were amortized to additional paid-in capital, respectively.

company also incurs finance fees each time they request a put through their equity financing agreements (see Note 7). Finance fees are accounted for as an offering cost and are recognized as a reduction to additional paid- in capital. During the nine months ended September

30, 2026 and 2025 clearing fees totaled $ 7,776 and $ 23,582 , respectively.

3 unchanged paragraphs

June 30, 2026 and 2025 was $ 66 and $ 65 , respectively.

expense for the six nine months ended June September 30, 2026 and 2025 was $ 131 195 and $ 130 195 , respectively. Depreciation expense for the three months ended September 30, 2026 and 2025 was $ 65 and $ 65 , respectively.

Company has patent applications to protect the inventions and processes behind its proprietary thermochemical water splitting technology and bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives. (See Note 6).

3 unchanged paragraphs

expense for the six months ended June 30, 2026 and 2025 was $ 1,511 and $ 1,511 , respectively. Amortization expense for the three months ended June 30, 2026 and 2025 was $ 755 and $ 755 , respectively.

expense for the nine months ended September 30, 2026 and 2025 was $ 2,267 and $ 2,267 , respectively. Amortization expense for the three months ended September 30, 2026 and 2025 was $ 756 and $ 756 , respectively.

2 unchanged paragraphs

and development costs are expensed as incurred. Total research and development costs were $ 674,387 and $ 249,385 for the six months ended

$ 200,571 for the six months ended June 30, 2026 and 2025, respectively and $ 109,878 and $ 94,092 for the three months ended June 30, 2026 and 2025, respectively.

the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes a binomial lattice valuation model to value its stock option awards which incorporated the Company s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life.

and development costs are expensed as incurred. Total research and development costs were $ 1,033,604 and $ 354,074 for the nine months ended September 30, 2026 and 2025, respectively and $ 359,217 and $ 104,689 for the three months ended September 30, 2026 and 2025, respectively.

Company expenses the cost of advertising and promotional materials when incurred. The advertising and marketing costs were $ 203,447 276,901 and

June $ 296,034 for the nine months ended September 30, 2026 and 2025, respectively and $ 342,874 73,454 and $ 147,867 95,463 for the three months ended June 30, 2026 and 2025, respectively. September

30, 2026 and 2025, respectively.

7 unchanged paragraphs

to the net loss for the three and six nine months ended June September 30, 2026 and 2025, basic and diluted income per share were the same, as all securities had an anti-dilutive effect. The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share for the three months ended June September 30, 2026 and 2025, as their inclusion would be anti-dilutive.

3 unchanged paragraphs

following table presents potentially dilutive securities that were not included in the computation of diluted net income per share for the six nine months ended June September 30, 2026 and 2025, as their inclusion would be anti-dilutive.

3 unchanged paragraphs

Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of June September 30, 2026, the amounts reported for cash, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

4 unchanged paragraphs

measure certain financial instruments at fair value on a recurring basis. As of June September 30, 2026, there were no financial instruments to report.

1 unchanged paragraph

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15,

2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company s financial condition and results of operations.

1 unchanged paragraph

of June September 30, 2026, the Company had 34,461 shares of Series C Preferred Stock outstanding with a fair value of $ 3,446,113 , and a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company. The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders of common stock. Upon any liquidation, dissolution or winding up of the Company, the holder of each outstanding share of Series C Preferred Stock is entitled to receive, before any payment is made to holders of common stock, an amount equal to one hundred dollars ($ 100 ) per share, plus all declared and unpaid dividends thereon, with any remaining assets distributed to holders of common stock. A sale of all or substantially all of the Company s assets, a merger or consolidation resulting in a change of control of more than fifty percent (50%) of the

2 unchanged paragraphs

Purchase Agreement ). During the six months ended June 30, 2026, the Company issued 46,410,339 shares of common stock for

$ 769,610 under the Purchase Agreement at prices ranging from $ 0.0155 to $ 0.0194 , pursuant to purchase notices received from the investor.

The finance cost of $ 6,575 was deducted from the gross proceeds, leaving net proceeds of $ 763,035 . During the six months ended June 30,

2025, the Company issued 803,536 shares of common stock for $ 30,000 of commitment fees paid under the Purchase Agreement.

the six nine months ended June September 30, 2026, 392 shares of Series C Preferred Stock with a stated value of $ 39,200 were cancelled.

Series S C Preferred Stock has been classified under mezzanine financing, a hybrid of debt and equity financing that gives a lender the right to convert debt to an equity interest in a company in case of default, generally, after venture capital companies and other senior lenders are paid.

May 2, 2025 the Company entered into a purchase an equity financing agreement ( 2025 Finance Agreement ) with an investor, for pursuant to which the sale of investor may purchase up to $ 3,000,000 worth of common stock (the (see Note 7).

September 8, 2026 the Company entered into an equity financing agreement ( 2026 Finance Agreement ) with the same investor, which provides for the purchase by the investor of up to $ 3,000,000 worth of common stock (see Note 7).

September 8, 2026 the Company issued 980,713 shares of common stock totaling $ 16,476 for equity commitment fees related to the 2026 Finance

Agreement. These shares were valued at a market price of $ 0.0168 . These shares were recorded as a deferred offering cost (see Note 2).

the nine months ended September 30, 2026 the Company issued an aggregate of 51,700,349 shares of common stock for $ 836,593 under the

2025 Finance Agreement at prices ranging from $ 0.012 -$ 0.019 , pursuant to put notices sent to the investor. Finance costs of $ 7,766 were deducted from the gross proceeds, leaving net proceeds of $ 828,827 (see Note 2).

May 2, 2025 the Company issued 803,536 shares of common stock at a price of $ 0.037 for a total of $ 30,000 for equity commitment fees related to the 2025 Finance Agreement.

the nine months ended September 30, 2025 the Company issued an aggregate of 25,245,680 shares of common stock for $ 639,027 under the 2025

Finance Agreement at prices ranging from $ 0.019 -$ 0.031 , pursuant to put notices sent to the investor. Finance costs of $ 23,582 were deducted from the gross proceeds, leaving net proceeds of $ 615,445 (see Note 2).

of September 30, 2026 and December 31, 2025 820,712,103 and 768,031,041 shares were outstanding, respectively.

2 unchanged paragraphs

involving our stock options are summarized as follows:

2 unchanged paragraphs

Options outstanding at June September 30, 2026

of our options outstanding as of June September 30, 2026, are as follows:

1 unchanged paragraph

Weighted Average Exercise Price of Options Exercisable

Weighted Average Contractual Life of Options Exercisable

Weighted Average Contractual Life of Options Outstanding

1 unchanged paragraph

stock compensation expense related to the options for the six months ended June 30, 2026, and 2025, was $ 331,333 and $ 116,527 , respectively.

stock compensation expense related to our outstanding stock options for the nine months ended September 30, 2026, and 2025, was $ 510,090 and $ 179,842 , respectively. As of June September 30, 2026, there was $ 713,294 534,536 of unrecognized compensation cost related to the Options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.53 0.41 years.

Company uses the Black Scholes binomial lattice valuation model to value option grants. The Black Scholes binomial lattice valuation model requires the use of these assumptions to determine the fair value of the stock-based awards. The Company uses management s best estimates, which include the awards expected term, the fair value of the common stock, the expected volatility of the price of the common stock, the risk-free interest rate, and the expected dividend yield of the common stock. The expected term represents the period that the Company s stock-based awards are expected to be outstanding. The Company has based its expected term on the simplified method available under U.S. GAAP.

Company s stock-based awards are expected to be outstanding. The Company has based its expected term on the simplified method available under U.S. GAAP.

3 unchanged paragraphs

Warrants outstanding at June September 30, 2026

of our warrants outstanding as of June September 30, 2026, are as follows:

2 unchanged paragraphs

Warrants Outstanding

and Exercisable (Years)

4 unchanged paragraphs

of June September 30, 2026, there were no legal proceedings against the Company.

EQUITY FINANCING AGREEMENT

May 2, 2025, the Company entered into an equity financing agreement ( 2025 Financing Agreement ) with GHS pursuant to which

GHS has agreed to provide up to three million dollars ($ 3,000,000 ) upon effectiveness of a registration statement on Form S-1. The Company filed the registration statement with the SEC on May 19, 2025, which was declared effective on May 30, 2025. Following effectiveness of the registration statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the Company s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the 2025 Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company s common stock to GHS that would result in GHS s beneficial ownership equaling more than 4.99% of the Company s outstanding common stock. The price of each put share shall be equal to ninety-two- and one-half percent (92.5%)

of the lowest traded price of the Company s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS and one hundred twelve and one-half percent (112.5%) of the put amount shall be delivered in shares in each particular put. No put will be made in an amount greater than $ 500,000 . Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $ 3,000,000 worth of put shares. As consideration for the financing, the company issued 803,536 shares for a commitment fee. These shares were valued using a price of $ 0.037 per share for a total of $ 30,000 and were accounted for as a deferred offering cost (see Note 2 and 4).

September 8, 2026, we entered into an additional equity financing agreement with GHS ( 2026 Financing Agreement ). Pursuant to the

2026 Financing Agreement, the Company has the right, in its sole discretion, subject to the conditions and limitations in the GHS Financing

Agreement, to direct GHS, by delivery of a put notice from time to time (a Put Notice ) to purchase (each, a Purchase )

over the period ending twenty-four (24) months after the date the Financing Agreement, a minimum of $10,000 and up to a maximum of one million dollars ($1,000,000). The maximum dollar amount of each Put shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company s common stock during the ten trading days preceding the date the Company delivers a Put Notice to GHS; or (2) one million dollars ($1,000,000), provided that the parties may agree to waive such limitations. The aggregate value of

Purchase Shares sold to GHS may not exceed $3,000,000 (the Commitment Amount ). Each Put Notice will set forth the Purchase

Price and number of Purchase Shares in accordance with the terms of the GHS Financing Agreement. The number of Purchase Shares the Company will issue under each Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the GHS Financing Agreement). The Purchase Price is defined as 92.5% of the Market Price. Following an up-list to the NASDAQ or any equivalent national exchange by the Company, the Purchase Price shall mean 95% of the lowest volume weighted average price during the Pricing Period, subject to a floor of $5.00 ( floor ) below which Floor the Company shall not deliver a

Put. The Pricing Period is the ten consecutive trading days immediately preceding, but not including, the date a Put Notice is delivered.

The GHS Financing Agreement prohibits the Company from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company s common stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the

Company s common stock. As consideration for the financing, 980,713 shares of common stock were issued to GHS as commitment shares representing 0.5% of the Commitment Amount calculated at a price equal to 95% of the volume weighted average price on the trading day preceding the execution of the GHS Financing Agreement. These shares were valued using the market price of $ 0.0168 per share for a total of $ 16,476 and were accounted for as a deferred offering cost (see Note 2 and 4).

Management 43 changes

1 unchanged paragraph

July 8, 2026, the Company issued 5,290,010 shares of common stock pursuant to the Purchase Agreement and received $ 66,983 less clearing fees of $ 1,191 for a total of $ 65,792 .

October 8, 2026, the Company amended its Option Agreement with The Regents of the University of California, to extend through November

30, 2027. Under the amended agreement, an option execution fee of $ 10,000 is due on or before December 31, 2026.

October 14, 2026, the Company amended its Research Agreement with The Regents of the University of California, on behalf of its Santa

Barbara Campus to extend through November 30, 2027. Under the amended agreement, the Company s total cost under the agreement shall not exceed $ 2,330,038 .

October 21, 2026, the Company entered into an agreement with Green Investment Strategies, LLC to cancel and terminate the warrant for

5,000,000 shares of Common Stock.

On October 23, 2026, the

Company entered into a Securities Purchase Agreement (the Purchase Agreement ) with SunHydrogen, Inc., a Nevada corporation (the Purchaser ), pursuant to which the Company agreed to issue and sell to the Purchaser (i) 203,650,000 shares (the Shares )

of the Company s common stock, par value $ 0.0001 per share, at a purchase price of $ 0.01473 per share, and (ii) a Common Stock purchase warrant (the Warrant ) to purchase up to 407,300,000 shares of Common Stock. The aggregate purchase price for the Shares and the Warrant was $ 2,999,764.50 . The transaction closed on October 26, 2026.

The Warrant is exercisable for cash immediately

upon issuance at an exercise price of $ 0.016203 per share and expires on October 23, 2031. Upon certain fundamental transactions, the holder may require the Company or any successor entity to purchase the unexercised portion of the Warrant for an amount equal to its Black

Scholes Value (as defined in the Warrant).

The Purchase Agreement contains customary

representations, warranties, covenants and indemnification obligations. The Company intends to use the net proceeds for general corporate purposes, including working capital.

4 unchanged paragraphs

are a developer of clean energy technologies. Our current focus is on developing a thermochemical green clean hydrogen production technology to lower the cost of green clean hydrogen production.

2 unchanged paragraphs

the most common method of making green clean hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green clean electricity produced from solar or wind. However, green clean electricity is and always will be very expensive. It currently accounts for 73% of the cost of green clean hydrogen. By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of green clean hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the green clean hydrogen economy that Goldman Sachs (in a 2022 report) estimated to have a future market value of $12 trillion.

7 unchanged paragraphs

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15,

2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company s financial condition and results of operations.

1 unchanged paragraph

of Operations Three months ended June September 30, 2026, compared to the Three months ended June September 30, 2025.

1 unchanged paragraph

and marketing ( S&M ) expenses increased by $15,786 to $109,878 for the three months ended June 30, 2026, compared to

$94,092 for the prior period ended June 30, 2025. The primary increase in S&M expenses was the result of an increase in spending on website development and marketing.

and marketing ( S&M ) expenses decreased by $22,009 to $73,454 for the three months ended September 30, 2026, compared to $95,463 for the prior period ended September 30, 2025. The primary reason for the decrease in S&M expenses was due to a decrease in ad campaigns offset by an increase in website development.

1 unchanged paragraph

and administrative ( G&A ) expenses increased by $83,265 $157,878 to $464,318 $439,126 for the three months ended June September 30, 2026, compared to $381,053 $281,248 for the prior period ended June September 30, 2025. The majority of the increase related to increased stock option expense for a vesting amendment, increased accounting fees legal and an increase due to timing of market accounting fees.

and Development ( R&D ) expenses increased by $195,007 $254,528 to $342,874 $359,217 for the three months ended June September 30, 2026, compared to $147,867 $104,689 for the prior period ended June September 30, 2025. This overall increase in R&D expenses was the result of an increase in research agreement costs, and consultant costs.

1 unchanged paragraph

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.

and amortization expense for the three months ended June September 30, 2026 and 2025 was $821 and $820 and $821, respectively.

net loss for the three months ended September 30, 2026 was $872,564, compared to $482,096 for the prior period ended September 30, 2025.

net loss for The three months ended June 30, 2026 was $917,822, compared to $623,704 for the prior period ended June 30, 2025. The 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. The 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.

of Operations Six Nine months ended June September 30, 2026, compared to the Six Nine months ended June September 30, 2025.

1 unchanged paragraph

expenses increased by $2,876 to $203,447 for the six months ended June 30, 2026, compared to $200,571 for the prior period ended June

expenses decreased by $19,133 to $276,901 for the nine months ended September 30, 2026, compared to $296,034 for the prior period ended

September 30, 2025. The primary reason for the increase decrease in S&M expenses was due to an increase in website development offset by a decrease in ad campaigns offset by an increase in website development.

1 unchanged paragraph

expenses increased by $212,610 to $861,116 for the six months ended June 30, 2026, compared to $648,506 for the prior period ended June

expenses increased by $425,002 to $674,387 for the six months ended June 30, 2026, compared to $249,385 for the prior period ended June

expenses increased by $370,488 to $1,300,242 for the nine months ended September 30, 2026, compared to $929,754 for the prior period ended September 30, 2025. The majority of the increase related to an increase in stock compensation expense for a vesting amendment and an increase in audit accounting and legal fees. These increases were offset by decreases a decrease to legal fees and market fees.

expenses increased by $679,530 to $1,033,604 for the nine months ended September 30, 2026, compared to $354,074 for the prior period ended September 30, 2025. This overall increase in R&D expenses was the result of an increase in research agreement costs, and consultant costs.

1 unchanged paragraph

and amortization expense for the six nine months ended June September 30, 2026 and 2025 was $1,642 $2,462 and $1,641, $2,462, respectively.

net loss for the six nine months ended June September 30, 2026 was $1,740,818, $2,613,382, compared to $1,099,798 $1,581,894 for the prior period ended June September 30, 2025. The

2025. The 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. The 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.

2 unchanged paragraphs

accompanying unaudited condensed financial statements as of June September 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 six nine months ended June September 30, 2026 we did not generate any revenues, and recognized a net loss of $1,740,818, due to a change in operating expenses $2,613,382, and cash $1,963,639 of $1,460,435 cash was used in operations. As of June September 30, 2026, we had working capital of $788,355 $177,028 and a shareholders deficit of $2,643,279. $3,254,818.

Unchanged: MD&A, Market risk, Controls and procedures, Legal proceedings, Risk factors, Unregistered sales of stock, Defaults on senior securities, Other information

Compared by code from the two filings' text and XBRL. Not advice.

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