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NEXT-ChemX Corp.. – ‘10-K’ for 12/31/23

On:  Monday, 4/1/24, at 2:36pm ET   ·   For:  12/31/23   ·   Accession #:  1493152-24-12269   ·   File #:  0-56379

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  NEXT-ChemX Corp…                  10-K       12/31/23   48:2.9M                                   M2 Compliance LLC/FA

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 10-K

 i ☒ Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year ended  i  i December 31,  i 2023 / 

 i ☐ Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

for the transition period from _______________ to _______________

Commission File Number:  i 000-56379

 i NEXT-CHEMX CORPORATION

(Exact name of small Business Issuer as specified in its charter)

Issuer’s telephone number, including area code: ( i 725- i 867-0789)

n/a

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act:

Securities registered pursuant to section 12(g) of the Act:  i Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  i No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  i No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  i Yes ☒ No ☐

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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.  i ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  i ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  i ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes  i ☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter (December 31, 2023): $ i 41,679,153.00

State the number of shares outstanding of the registrant’s $0.001 par value common stock as of the close of business on the latest practicable date (March 29, 2024):  i 28,546,834

Documents incorporated by reference:  i None.

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

Forward-Looking Statements

This Annual Report on Form 10-K (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“Reform Act”) regarding future events and the future results and prospects of NEXT-ChemX Corporation (the “Company”). In particular, these are to be found in Part I, Item 1 of this Report under the heading “Business” and Part II, Item 7 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements set out management’s current expectations, estimates and projections in particular in relation to the Company’s future business and are based on certain assumptions about future events. Any statement contained herein that does not directly relate to any historical or current fact is a foreword-looking statement within the meaning of the Reform Act. Words such as “future,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “predicts,” “will,” “would,” “could,” “can,” “may,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in December and the associated quarters, months and periods of those fiscal years.

PART I

ITEM 1. BUSINESS.

Company History and General Information

NEXT-ChemX Corporation (the “Company”), originally known as WeWin Group Corp before becoming, from December 2018, AllyMe Group, Inc., was organized on August 13, 2014 as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes and listed under the trading symbol (“WWIN”).

On April 26, 2021, the Company underwent a change of control in which the previous majority shareholder of the Company, sold 8,618,000 shares of common stock of the Company to Arastou Mahjoory and Kenneth Mollicone, each an accredited investor, in equal parts with one additional share held by Mr Mollicone.

On April 27, 2021, the Company entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) with a Texas private company, NEXT-ChemX Corporation (“NEXT-ChemX (Private)”), pursuant to which the Company acquired the certain intellectual property assets of NEXT-ChemX (Private), specifically certain patents and patent applications, in exchange for the issuance of an aggregate of 23,844,448 shares of common stock of the Company (the “APA Issuance”). As a result of this acquisition of assets, the business of the Company was changed to the commercialization of the certain novel innovative Ion-Targeting Continuous-Flow Direct Extraction Technology (“iTDE Technology”). Since the iTDE Technology is to be embodied in a definite system that will process and extract targeted chemicals, the current business is now, following the reorganization, best defined under SIC Code: 3559 - Chemical Machinery and Equipment.

Following the acquisition and the APA Issuance, Messrs. Mahjoory and Mollicone acquire an additional 322,989 shares of common stock from several minority shareholders and agreed to cancel an aggregate of 5,418,000 of their shares of common stock of the Company.

As part of the reorganization of the business of the Company, the Company’s Board of Directors and management were also changed, with all previous directors and officers resigning and being replaced with 2 Directors nominated by NEXT-ChemX (Private). In addition, the Company’s plans, organization, focus and long-term strategy were redefined. As a result, the projections, prospects and expectations contained in the Company’s reporting documents issued since April 27, 2021 outline a very different future, having been radically reassessed.

In order that the change of the business of the Company from business consulting to the design and manufacture of chemical extraction equipment be clearly underlined, and better to reflect to the markets the actual business of the Company, the Company’s Board of Directors decided change its name, adopting the name of its new principal shareholder, NEXT-ChemX (Private) that had supplied the iTDE Technology in exchange for the APA Issuance. The Board of Directors considered that name ‘NEXT-ChemX’ better defines the Company’s new business of Chemical extraction, signals the novel approach of the iTDE Technology and distances the Company from its original business consulting roots. On June 16, 2021, the Company’s Board of Directors approved the change of name from “AllyMe Group Inc.” to “NEXT-ChemX Corporation”. Approval for this was granted by FINRA on July 22, 2021. The Company began trading under the new trading symbol “CHMX” on July 30, 2021.

The Company’s principal address is at 1980 Festival Plaza Drive, Summerlin South 300, Las Vegas, Nevada. The Company currently conducts its principal development work in India.

The Company has adopted a December 31 fiscal year end.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011, and has less than $1 billion of total annual gross revenues during last completed fiscal year.

Overview of the Business

iTDE Technology: a disruptive advance in sustainable material-extraction techniques

The iTDE Technology is the principal asset of the business. It enables the creation of a versatile ion extraction system based on a unique chemistry that operates by passing liquids containing ions (e.g.: brines, leach liquors, oils, contaminated water) through a circuit of very-high surface-area hollow fiber membranes (“iTDE System”). From this flow, targeted ions are attracted across a membrane to accumulate the required, targeted materials in a process called “ion-harvesting”. The iTDE System, which mimics the chemistry of biological processes, operates at standard temperature and pressure. The speed of the flow (and harvest rate) depends on several operational factors which include the composition of the liquid.

Nature has evolved very efficient processes to extract ions from solutions and much of higher life biology is based on these principles. By mimicking this, our iTDE System is effective and efficient without using high pressures or high temperatures. This radical new commercial approach to extraction technique harnesses principles as old as nature herself. The iTDE Technology has now proven its ability to extract a large array of different ions from liquid solutions as one would expect from the natural environment, operating at ambient temperatures and pressures and even where targeted ions exist in low concentrations.

Due to its operational methodology, the iTDE System extracts continuously, without the need for batching, separation or evaporation stages, targeting ions directly from the fluid flow. While a deployed system may use filtration or other techniques to remove certain impurities prior to commencing extraction, the iTDE System itself avoids the need for sophisticated filtration techniques, electrolysis or ion-exchange and does not operate using osmotic process. As a result, it uses significantly less energy in comparison to currently deployed market alternatives and can easily be adapted to extract a range of valuable materials from the same brines and liquors.

By adjusting system variables, the iTDE System can extract ions existing in very low concentrations from liquid solutions without the need to pre-concentrate the solution through evaporation. This is an important feature where the removal of chemical contaminants is critical or where other environmental considerations are important, notably, in respect of water management programs. The system can also be used as a synergistic resource for improving water supply, for example by reducing the salinity of aquifers from which solutions are drawn while simultaneously harvesting commercially interesting ions and salts.

The iTDE System only extracts targeted materials and should not precipitate a contaminated residue or result in a waste that may be difficult to deal with environmentally. The result is that the system generates much less damaging waste than alternatives and is usefully deployed in areas where water resources are precious.

A critical advantage of the iTDE Process is its alignment with sustainable systems. Sustainable processes are those that do not disrupt the natural cycles when they operate to make change and do not deplete finite resources unacceptably to drive their process; we believe that since iTDE Technology only removes specific ions from targeted solutions, leaving the remaining solution essentially unchanged, the iTDE System provides a truly sustainable process: a “surgical” means of concentrating required materials from solutions. This gives the iTDE System an innate advantage in its ability to refine and improve liquids and oils as well as cleaning or decontaminating the environment.

The iTDE System is expected to be introduced as a modular system, completely scalable (essentially by adding more circuits), making it both economical and flexible. Land usage is dedicated only to the system installation with its plant, necessary storage tanks and collection facilities. Where once the modules were deployed there is little if any lasting damage to the environment from system operations.

The Company plans to deliver the iTDE system to market in units based on the geometry of a 40’ sized container, configured as part of a larger system. This gives the total plant a low maintenance downtime and allows the Company a unique ability to service iTDE Systems by “hot swapping” the component parts for operational variation or for maintenance purposes, thus maximizing efficiency.

The Company is unaware of any similar process and believes its iTDE System to be unique in its advantages.

The Commercialization Process

In general, the process of commercialization of any physically embodied novel technology from its theoretical proposal to its successful commercialization follows a broadly similar course. This can be described as follows:

These five technology commercialization stages outlined above are broadly generic, but do also apply specifically to the Company’s business.

While at present the Company has no revenues, and therefore requires investment to follow the process of working towards Full Commercial Deployment of the iTDE Technology, the Company has been advancing slowly towards its business goals, following the technology commercialization plan outlined above. The current principal goal is deployment of a viable product that embodies the iTDE Technology and is commercially advantageous. Based on the current information, Management believes that the achievement of this goal is fully possible. To understand this more specifically, it is important to assess where in the commercialization process the iTDE Technology is currently to be found, as this addresses in part the business opportunity represented by the iTDE Technology, as well as defining the work remaining along such commercialization path and points to the time necessary for its potential introduction to the market.

The Company’s progress towards Market Readiness

It is always difficult to identify exactly where any technology is to be found along the path to its commercialization and how soon it will be ready for commercial deployment. Throughout fiscal year 2023, the focus was on the design and construction of a controlled pilot system consistent with the needs of the pilot testing phase. In order better to concentrate on this, given the limited resources and knowing that the extraction technology has been proven in the laboratory for a variety of critical materials, the Illinois Laboratory was closed during 2023 and the Company turned to consider the engineering issues using consultants and contractors from India. having proven certain extraction rates, and the ability of the iTDE Technology to operate effectively. This puts us into the second phase. The best estimate for completion of the controlled pilot plant is that it will be operational at the beginning of the third quarter of 2024. If successful, this could lead to operational pilot deployment at customer sites in the first quarter of 2025.

The principal focus of the commercialization effort is the extraction of Lithium from brines and geothermal sources as well as liquors from leached mined ores.

In the design of our lithium extraction process, we have developed a system for the extraction of the many valuable naturally occurring additional ions present in lithium-containing solutions. We believe that this approach, isolating a variety of different elements during extraction, will yield potential additional revenues or improve the environment by reducing or eliminating unwanted ions, including contaminates. The resulting process should generate a more cost effective lithium extraction by enabling the sale of other valuable materials, with minimal disruption to the environment.

In recent years there has developed considerable concern regarding the environmental effects of commercially deployed methods of lithium extraction, in particular South America where water resources are lost to evaporation, and toxic concentration lakes have a profound impact on the environment, particularly the fauna. By using the iTDE System, we believe that most of the water resources can be either be returned to the aquifers or lakes from which they were drawn so that the long-term disruptive footprint of the process will be minimal, or potentially used in human activities such as farming or social or development needs.

On March 27, 2023, the Company entered into a contractual partnership agreement (“Partnership Agreement”) with the UK AIM listed company Clontarf Energy plc (“Clontarf”). The Partnership Agreement provides for the formation of a 50:50 joint venture intended to be the vehicle the parties to the Partnership Agreement use to negotiate with “Pública Nacional Estratégica Yacimientos de Litio Bolivianos” (the ‘National Strategic Public Company of Bolivian Lithium Deposits’ or “YLB”) for the rights to exploit lithium mining and extraction in Bolivia using iTDE Technology. If successful, the partners plan to create a corporate joint venture organized in Bolivia (“JVCo”) that would commence operations for the benefit of the partners.

On April 21, 2023, following (i) receipt by the Company of US$500,000 paid by Clontarf to secure for the Partners’ cooperation the exclusive rights to use the iTDE technology on the territory of Bolivia to extract lithium from Bolivian brines (“Exclusivity Fee”), and (ii) the issuance by Clontarf to the Company of 192,500,000 Clontarf shares in certificated form immediately and an additional 192,500,000 Clontarf shares in certificated form under an agreement subjecting the said shares to a “locked in period” restricting the trading of the share for a period of 12-months from issuance. Half of these shares were paid in commission to a third party that had arranged the relationship with Clontarf.

Under the terms of the Partnership Agreement, the Company issued to Clontarf 100,000 fully paid restricted shares of common stock of the Company representing the US dollar value of $500,000.

Under the terms of the Partnership Agreement, if the Company concludes a transaction with 2 specific named entities on or before March 27, 2025, Clontarf will be entitled to a 15% contributing interest in the Company’s component of the agreed structure resulting from the agreement with either or both named third parties. The entitlement of Clontarf to any fees shall be limited to any participation by the Company in the ownership of the equity of any joint ventures or other forms of corporate cooperation between the Company and those two entities. Such entitlement shall exclude any participation in the maintenance or management arrangements for the iTDE technology or any similar tolling or servicing arrangement.

If the business proceeds successfully, the Partnership Agreement provides for Clontarf to issue to the Company the following of its fully paid ordinary shares:

(i) if, in the opinion of Clontarf, acting reasonable, the processing of brines from Bolivia through the Company’s pilot plant system is successful (i.e. with reasonably adequate purities, recoveries and costs) and leads to the commencement of Phase Two, then Clontarf will issue 250,000,000 shares in certificated form (half of which will not be freely tradeable and remain locked under a specific documented lock in agreement and held by Clontarf for 12 months from the date of issue); and

(ii) upon the entry into a construction and processing contract or other arrangement between JVCo and YLB in respect of the processing of Bolivian brines utilizing the Company’s processing technology, 250,000,000 Shares in certificate form (half of which will be locked in for 12 months from the date of issue as shall be documented in a specific lock in agreement and the certificates for such locked in shares shall be held by Clontarf for the said locked in period

Apart from certain decisions reserved for certain parties of the Partnership Agreement, defined below, decisions will be taken unanimously by the parties to the Partnership Agreement, however, the Partnership Agreement provides for a delegation to managers appointed by and representing each party’s interests. Managers must decide unanimously all decisions, however, only the parties to the agreement may make decisions relating to:

In principle all decisions made by the partnership, until such time as the new operating company is established in Bolivia, shall be made unanimously. Partners may delegate their decision-making rights to their managers appointed to the partnership, however, the following decisions are reserved for the parties alone:

(i) the Company shall have the right to decide on any issues that relate to the iTDE Technology and its process systems including: their use, implementation and demonstration; the manner of their deployment and any operational issues relating thereto, provided however, this shall be done in the interest of furthering the Partnership’s purpose within the constraints of the extraction system; and the Company shall also decide on all matters relating to the pursuit, maintenance, defense and enforcement of the iTDE Technology; and

(ii) Clontarf shall have the right to make any decisions regarding the negotiations with YLB, third parties dealing with YLB and the terms of the arrangement with YLB, provided however, any benefits derived from the Exploitation Agreements will vest in the Partnership or JVCo with the Partners treated equally.

No party to the Partnership Agreement shall be liable to contribute capital to the Partnership and all monies expended by the parties to the Partnership Agreement prior to successful demonstrations of the iTDE technology to YLB officials leading to an understanding regarding the deployment of a pilot plant in Bolivia will be borne by each party, excepting the cost of YLB officials visiting for demonstration of the iTDE Technology. Agreed expenses thereafter shall be covered by agreed capital contributions or considered a debt to be reimbursed by the Partnership, paying reasonable agreed interest, unless and until the Partnership shall require deploying the pilot plant in Bolivia. When financing the cost of a Bolivian pilot plant (based on the budget provided by the Company), any amounts required exceeding $100,000, should be made by funding to the capital of the Partnership and may operate to change the ownership if the Partnership in the following manner:

Each Partner will have equal opportunity cover the required financing by making agreed contributions to the capital of the Partnership in proportion to that Partner’s share of the Partnership, however, if a Partner is unwilling or unable to meet such additional required contribution within a reasonable period, then the remaining Partner may contribute that proportion remaining unfunded.

In this event, the additional capital contribution of such Partner will be made against an increase in the ownership percentage in the Partnership by the contributing Partner proportionally, provided however, such increase will not decrease the other Partner’s interest to below 25% of either the Partnership or JVCo.

The Partnership Agreement will terminate with the unanimous consent of all Partners, or on the occurrence of one of the following events: (i) following the formation of JVCo; or (ii) in the event that the JVCo is not formed, within three (3) years from the entry into force of the Partnership Agreement; or (iii) in the event of the involuntary withdrawal of a Partner.

The involuntary withdrawal of a partner in the Partnership will result from (without limitation): the liquidation or insolvency of a Partner; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; expulsion of a Partner; operation of law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the Partnership into disrepute.

Long Term Prospects and Market Potential.

The iTDE Technology has a wide field of potential future applications. In addition to lithium extraction, the system can; extract fatty acids from vegetable oils to create a superior refining process that does not produce certain toxic waste generated by the currently deployed process; extract radioactive ions from nuclear waste waters; extract specific metal ions from mining leach solutions and waste effluents; in recycling; and can remove ions from seawater for desalination, among other things. The potential of these applications has not been fully explored by the Company although some work was commenced before suspension in early 2022 to focus on lithium. The Company has adopted the following prioritization of its product development strategy for the iTDE Technology incorporating the following order of priority (all dates are estimates):

Vegetable Oil Refining.

During the last 4 months of 2021, initial feasibility testing was carried out on the removal of fatty acids from vegetable oils. This included the removal of various glycerides present in biodiesels which are difficult to remove. The testing showed initial promise. The Company anticipates that its solution will be significantly less environmentally unfriendly and inefficient than current methods and expects the iTDE System to reduce oil production costs. Much of this work was carried out in Ukraine and the program was suspended at the beginning of 2022 due to the invasion of Ukraine by Russian forces.

Removal of Radioactive Contamination:

In 2021 discussions were held in Ukraine to secure materials at a controlled location to test the extraction of radioactive ions stored as liquids from nuclear plants. The plan was disrupted at the beginning of 2022 due to the invasion of Ukraine by Russian forces, however, since the last quarter of 2022, the Company has been exploring the possibility of reopening its cooperation with key Ukrainian Institutes that are still functioning. Management sees it as important to support its associates in these trying times. Every effort will be made to consolidate any development results outside Ukraine to minimize further disruption.

Human Resources

Essential to the success of the commercialization process is the hiring and retention of a successful management and operations team. The core team remains small but dedicated. However, lack of funding during 2023 has restricted the Company ability to hire necessary staff. To conserve resources, the Company closed its facility in Illinois with the loss of certain staff, rehiring certain staff in India better to pursue its engineering goals. The Company placed a greater emphasis on the employment of consultants during fiscal year 2023 rather than using full time employees. However, following completion of the pilot plant currently under construction, to recommence building its team of full-time engineers and researchers better to further the commercialization of the iTDE Technology. It is expected that the current team of consultants in India managing the controlled pilot system design and construction may be brought on full time and relocated to the Company’s principal offices.

Employees

As of December 31, 2023, the Company had six full time employees working in three different countries and several critical consultants working part time. This staff level is expected to increase significantly in the fiscal year 2024 as staff currently working on a contractual basis convert to full time employment.

Workplace Practices and Policies – Inclusion and Diversity

The Company is a small corporation with a small budget and a difficult path to the commercialization of a new technology that requires tight control of recourses and a clear focus on the achievement of goals. For this reason, necessarily, the Company favors the hiring of expert personnel to fill the small number of roles that require a particular and definite expertise. In respect of this, the Company is single-minded, however, the Company is an equal opportunity employer and seeks a diverse corporate culture that can only be achieved by a commitment to inclusion and diversity among employees at all levels. In addition, the Company is committed to providing a workplace free of harassment, prejudice, or discrimination. The Company will work to ensure representation of its employees at every level, fostering an inclusive culture, supporting equitable pay and access to opportunity for all employees.

The Company remains committed to its vision to build and sustain a more inclusive workforce that is representative of the communities it serves. At the present time, although small, the Company retains employees and consultants of five different nationalities resident on three different continents with a majority outside the US.

Compensation and Benefits

The Company believes that compensation should be competitive and equitable and should enable employees to share in the Company’s success. The Company recognizes its people are most likely to thrive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives. At present the Company has accumulated a significant debt towards its senior employees at the Director, Officer and Vice President level for salaries unpaid in an effort to build the business and in the face of the lack of finances.

On March 31, 2023, four senior employees of the Company agreed to defer repayment of their back salaries and expenses. Under the terms of this arrangement, a total of $142,000 would be payable to such persons on or before December 8, 2023, and normal salary payments would commence from July 1, 2023. All other indebtedness to such employees would only become payable on August 15, 2024, however interest of 8% per annum would be owing on all indebtedness from the employment agreements of such persons from September 30, 2023. These measures were taken to improve the debt profile of the Company during the private placement offering registered with the SEC as exempt under Form D filed March 28, 2023. The Company was unable to resume payment of salaries in accordance with the employee contracts, nor was it able to pay the $142,000 back salary as required on December 8, 2023. In spite of this, all employees have agreed to consider a reorganization of the debts of the Company that will facilitate raising funding during fiscal year 2024.

During fiscal year 2024, the Company anticipates granting its employees around the world a wide variety of benefits in compensation for their support. In addition, to benefit the intellectual and technological base of the business of the Company, we anticipate investing in tools and resources that are designed to support employees’ individual growth and development.

Engagement

The Company believes that open and honest communication among team members, managers and leaders helps create an open, collaborative work environment where everyone can contribute, grow and succeed. Team members are encouraged to come to their managers with questions, feedback or concerns, and the Company conducts surveys that gauge employee sentiment in areas like career development, manager performance and inclusivity.

Health and Safety

The Company is committed to protecting its team members everywhere it operates. The Company identifies potential workplace and country risks to develop measures to mitigate possible hazards. As a result of the recent conflict in Ukraine, the Company immediately relocated its employees resided there into Europe. The Company supports all employees with general safety and security training as well as offering regular advice.

Operating Offices

The Company rents all of its offices and currently owns no real estate.

During fiscal year 2023, the Company’s employees were working from home in various jurisdictions. Management expects to open new premises at a suitable location in the US during the third quarter of fiscal year 2024 following the commencement of operation of the controlled pilot plant. The location of the head office will be selected to accommodate not only the central management but also the central marketing premises. The location of controlled pilot plant will initially be in India with sample brines being processed there before moving the system to the US.

Intellectual Property Protection

The Company is pursuing an aggressive intellectual property protection strategy. The Company continues to work with the Navitas Intellectual Property Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh and David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas is working closely with the Company’s research and development team to identify processing and markets to pursue patent protection. In turn, Navitas works with the Company’s management to identify regions of the world to pursue desired protection. In 2021 the Company filed for patent protection for novel aspects of its Lithium recovery developments. Additional patent applications are currently in progress dealing with oil purification, further aspects of Lithium processing and recovery, metals recycling and other developments. The Company is also focusing on novel membrane characteristics, production and uses. Details of these applications are confidential until published pursuant to international patent publication requirements.

Initial Target Markets and Planned Distribution Strategies

During fiscal year 2023, the Company continued to focus on the market for the extraction of Lithium with particular emphasis on the Bolivian market. The signature of the Partnership Agreement to enter the Bolivian market is a key part of this strategy.

The Company plans to deploy its iTDE System units with customers that have the necessary facilities to accommodate such units. The anticipated way the Company plans to deploy its iTDE Systems is under a tolling arrangement whereby the tolling fee will cover the ongoing costs for maintenance of the extraction process and upside for the Company. During the life of the lithium source, the Company will maintain and monitor the equipment ensuring any recalibrations and additions to the equipment are made to maintain efficiency and extractive power. This is critical as the nature and composition of any particular brine may change over time, even from the same deposit, and this can potentially affect the extraction process requiring adjustments to configuration where necessary.

During fiscal year 2024, Company plans to establish an subsidiary (“NCX International”) that can work with partners to construct the processing plant that would incorporate the iTDE System processing capabilities. The production, delivery, maintenance and operation of the iTDE System units will remain the business of the Company itself.

Competition

There are several Direct Lithium Extraction (DLE) technologies under development and being proposed and often associated with lithium brine mining companies. The primary reason for this focus is the increasing environmental concerns present in the traditional evaporation ponds being used today. The other reason is that new potential lithium brine deposits with very low concentration of lithium ions and existing in North America and elsewhere, do not have suitable locations for feasible traditional extraction operations.

Technological landscape.

The primary DLE technological landscape can be summarized as a standalone or combination of the following technologies:

● Resin based technologies: These involve selective absorption of Lithium ions on resins (specially designed for specific ions). Such absorption may occur in either: (i) flow over the resins in columns or (ii) stirred tanks / settling processes. Once Lithium has been exchanged, these are flushed in batches with acids to recover the absorbed Lithium.

● Membrane based technologies: These involve Metal Organic Frameworks (MOFs) or crown ethers, which allow specific transport of ions through them.

● Combination of resin and membrane-based technologies: These involve resin-based absorption of Lithium from brines preceded by membrane-based filtration and concentration from other ions (typically a Reverse Osmosis process) of the Lithium.

● Liquid-liquid extraction technologies using chelating agents to extract Lithium from alkaline solutions.

These technologies have their own set of advantages as well as challenges. Resin based systems suffer from specific “ion selection” as well as being challenged by competitive ions. Membrane based technologies using sophisticated and exotic materials which have the challenge of scalability, whereas Reverse Osmosis based systems have high operating pressures and are energy intensive. Liquid extraction technologies have high chemical footprints and require manufacturing of chelating chemicals at large scale.

Significant Competitors.

Specific companies that have published information or strategic affiliations with lithium brine mining companies are as follows:

Our iTDE technology is not related to any of these technologies. It is radically different. We believe our system is inherently more energy efficient and more environmentally friendly than all other currently known or proposed extraction systems.

Future Production

Due to the novelty of the technology and the need to finalize the exact final commercial product, the Company plans to organize production of its extraction units in two principal phases: (i) initial launch production; followed by (ii) commercial production. There are 2 primary reasons for this staged introduction: firstly it is anticipated that initial demand for deployed units will be lower, as it requires early adopters and companies not already fully committed to other extraction methods; and second, it is anticipated that the process of designing an efficient production, properly levelled and incorporating the best efficiency techniques related to the specifics of the new system production, will only be finished following the introduction of any required changes to the initial production facility.

Company Funding

During fiscal year 2023, the Company has been operating with insufficient funding and this has affected its progress towards the commercialization of its technology. This lack of operating capital has resulted in the management team deferring the payment of certain management salaries and there being inadequate resources to pursue the opportunity presented by the iTDE Technology at optimal speed.

The Company received a total of $1,465,000 during fiscal 2023 as follows:

Finance from the subscriptions of Qualified Investors to the 2023 Private Placement

During the first quarter of 2023, the Company launched an offering of shares of common stock at a price of $5.00 per share. This was immediately subscribed by two of the Company’s existing shareholders in the amount of $500,000, however, no other investors subscribed to the offering. The offering expired on June 16, 2023.

Contractual Receivables

Under the terms of the Clontarf Agreement, the Company also received $500,000 in cash in payment for the rights to use the iTDE Technology in Bolivia being transferred to the partnership company to be established between Clontarf and the Company. This was recorded as deferred income.

Finance from Loan Agreements – Non-Related Party Shareholders

In further support of the Company’s efforts and cash requirements throughout fiscal 2023, the Company relied on loans from shareholders in the form of debt. This reliance may continue until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for this continued support.

During fiscal year 2023, the Company concluded six loan agreements in a total amount of $465,000 as further set out below.

On February 2, 2023, the Company concluded a loan agreement (amended on September 25, 2023) with a non-related third-party shareholder of the Company for $25,000. Under the terms of the amended agreement, the principal and interest are repayable in two years from the date of the receipt of funds and interest is charged at 10% per annum payable in arrears with the principal repayment. The full amount of $25,000 was received on February 2, 2023, and is repayable on February 1, 2025.

On February 21, 2023, the Company concluded a loan agreement (amended on September 25, 2023) with a non-related third-party shareholder of the Company for $50,000. Under the terms of the amended agreement, the principal and interest are repayable in two years from the date of the receipt of funds and interest is charged at 10% per annum payable in arrears with the principal repayment. The full amount of $50,000 was received on February 21, 2023, and is repayable on February 20, 2025.

On August 21, 2023, the Company concluded a short term 30-day bridging loan of $20,000 from a non-related third-party shareholder to cover auditor fees, essential intellectual property protection and operating expenses. Under the terms of the agreement, the principal and interest are repayable in one month from the date of the receipt of funds and interest is charged at 15% per month payable in arrears with the principal repayment. The full amount of $20,000 was received on August 21, 2023, and the sum of $23,000 was repaid on September 15, 2023.

On September 14, 2023, the Company concluded two loan agreements (both amended on September 25, 2023) with two non-related third-party shareholders of the Company for $125,000 each. Under the terms of the amended agreements, the principal and interest are repayable in two years from the date of the receipt of funds and interest is charged at 10% per annum payable in arrears with the principal repayment. The full amount of $250,000 from both agreements was received on September 14, 2023, and is repayable on September 13, 2024.

On November 16, 2023, the Company concluded a short-term bridging loan of $120,000 from a non-related third-party shareholder to cover auditor fees, essential intellectual property protection and operating expenses. Under the terms of the agreement, the principal and interest are repayable in six months from the date of the receipt of funds and interest is charged at 48% per annum payable in arrears with the principal repayment. The full amount of $120,000 was received on November 17, 2023, and is repayable on May 15, 2024.

Other Receivables

As of December 31, 2023, the Company had no receivables.

Certain Risks and Uncertainties Facing the Company

No Revenues:

Since the changes to the business that resulted from the April 27, 2021, Asset Purchase Agreement, the Company has received no revenues. During the second quarter of 2023, the Company received a cash payment of $500,000 in deferred income from an agreement with a contractual partner. There has been no other income received which has been derived from the business.

As an early-stage company, the Company expects to experience losses in the near term. The Company needs to generate revenue or locate additional financing to continue its developmental plans. There is no guarantee that the Company will be able to identify enough customers to generate enough revenues to continue operations or proceed with developing its business in accordance with its business plan.

One of the biggest challenges facing the Company will be in securing adequate capital to fund its projects, including securing adequate capital to pay for operations and hiring service providers. Secondarily, a major challenge will be implementing effective sales and marketing strategies to reach the intended end customers. The Company has considered and devised its initial sales, marketing and advertising strategy; however, the Company will need to skillfully implement this strategy in order to achieve success in its business.

Requirement to raise funding inhibited by current Debt:

The Company has contracted significant debt from its inability to pay its employees together with a preference for the shareholders funding operations through loans and convertible loans. As of December 31, 2023 the Company owed employees and consultants a total of $ 1,831,165, a further $491,540 to certain third party professionals (of which $406,000 was to a single consultant) and shareholders a total of $1,033,451. Without a restructuring of this debt, it is unlikely that the Company can attract investment from third parties to complete its business plan. This will imply complete reliance on shareholders to continue to fund the Company in a timely fashion and on employees and consultants deferring payment of their debts until significant profits are generated.

Human Capital Resources:

The area of development of the iTDE Technology is novel and highly specialized both in its process and in the construction of machinery and equipment necessary to commercialize the technology. There are a limited number of experts that can understand or work in the field. Many of these experts are not resident in the US and will require visas to commence working with the Company. There is no guarantee that the Company can find adequate numbers of such personnel, attract them to work for the Company, secure their right to work in the US at the Company’s offices or retain them. This may inhibit the growth of the Company or force it to locate principal offices elsewhere. Moving through fiscal year 2024, additional personnel will be required to complete the commercialization of the iTDE System. Even if such personnel are more readily available, there is no guarantee that the Company will be able to secure sufficient, appropriate, necessary expertise to pursue its goals. While the Company is too young to have seen what impact the COVID-19 pandemic could have had on its business operations, it is increasingly anticipated that there will be other pandemics of a similar nature or with a similar disruptive effect. The advent of one or more of such crises and the resulting lockdowns or trade and travel restrictions may have a serious effect on the business, more so since the Company is launching its commercialization and the path to profitability must be entirely negotiated, with the creation of production facilities, organization of supply lines and distribution and securing of regular business. In the event of another pandemic or similar disruption, the Company may be worse affected than established businesses.

Environmental:

The iTDE System is considered by Management to be a clean technology that will remove several polluting and non-sustainable technologies currently operating in the environment. There may be certain issues with regards to the way the technology is deployed or the disposal and recycling to the final units that is not yet known that may have an adverse impact on the environment and this may conflict with or cause legislative changes that inhibit the way the Company intends to carry out its business or to sell its products. In addition, the units will use certain materials, including thermoplastic materials, which are currently the subject of legislative efforts to reduce, eliminate or require recycled material use; it is unlikely that the company can use recycled materials or substitute certain elements of its technology with alternative materials, without incurring considerable expense and time and this may have an adverse effect on the business.

Cybersecurity:

There is a general increase in cybersecurity incidents and data misuse, exacerbated by the political situation of Russia and the geopolitical strategy and attitude of China as well as an increase in purely criminal behavior and activist disruption. This is augmented by the actions online of an increasingly disassociated, disillusioned but technologically savvy society that seeks disruption for its own sake. As a Company with new technology, the Company may be a significant target of attack by competitors, foreign governments and other interested and malicious parties. As the knowledge of the potential impact of Company’s iTDE Technology becomes more widely known there is a significant risk of an attempt to gain access to the Company’s confidential information that could potentially result in a loss of markets and control on the commercialization process. Such a loss might potentially cripple the Company’s ability to carry on its business in the way it plans.

Material Sources and Supply Chain Disruptions:

At present the Company is still finalizing the development of its iTDE System and while it is difficult to assess the final supply chain and material resourcing, the inability to source materials or to manufacture components may force the Company to design its system regarding supply chain issues rather than full optimization. Once supply chains are established wars, embargoes, pandemics and natural disasters may have an adverse effect on the ability of the Company to produce in adequate quantities due to disruption.

Regulatory Issues:

The different potential areas of application for the iTDE Technology are diverse. Some fields of application have a more controlling regulatory environment than others. Lithium extraction is becoming more controlled in countries where it is mined due, among other factors, to the enormous disruption of water resources and environmental hazard. Changes to regulations may make the introduction of a new technology more difficult by creating additional barriers. The same applies in the field of the refining of oils for human consumption. The heavy regulatory environment may delay the introduction of the iTDE System. Changes and potential changes in laws, regulations, policies and political leadership may result in increased difficulties in bringing the iTDE Technology to market.

Possible future Pandemic; COVID-19.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. Several countries around the world, including the United States, took steps to restrict travel. These actions led to a restriction on the flow of labor and products as well as impeding the travel of personnel. This virus is mutating, and the effect of such mutation may cause further outbreaks that may impact our ability to conduct normal business operations, which could adversely the commercialization of the System and affect our projected future results of operations and liquidity. Disruptions to our business operations, or to our vendors’ or customers’ business operations, could include disruptions from the closure of facilities or the ability to travel. If a critical number of our employees or consultants become too ill to work, or we are not able to access sufficient human resources due to enforced office closures, our ability to conduct our business could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse business consequences due to COVID-19, or any other pandemic, demand for our services could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic and labor instability in the countries and localities in which we or our vendors and customers operate. Any of these uncertainties could have a material adverse effect on our business, financial condition, or results of operations. The World Health Organization and other experts in the field have signaled the likelihood of similar pandemics affecting the world in the future. They may lead to disruption similar to, worse or less damaging than the COVID pandemic. If such pandemics were to occur the business of the Company may be seriously disrupted.

Impact of Events in Ukraine

The Company’s current business plan is not impacted in any material way by events in Ukraine. The Company maintains a home office in Kyiv staffed by one individual to maintain its presence and to show support for the Ukrainian people in their difficulty as well as to support its consultant scientists. However, due to the war bringing disruption, the now frequent attacks on infrastructure with the resulting loss of power, water and supplies it is unclear when the work planned there can recommence. Despite the difficulties, the Company is committed to the support of all communities where it has a presence, including Ukraine and its people. The Company has pledged to return to Ukraine as soon as the political and economic situation allows. If the current political and economic situation allows for the Company to return to Ukraine, there is no guarantee that any work carried out there will not again be disrupted should the situation deteriorate or events like the Russian invasion reoccur. This may once again impact on the Company’s plans, leading to delays in achieving the goals under such plans.

Competition

The Company encounters substantial competition from a wide variety of entities in both of its business lines, most of which is from companies which are better capitalized than the Company. Many of these entities will have significantly greater experience, resources and managerial capabilities than the Company and will therefore be in a better position than the Company to obtain access to attractive business opportunities. The actions of these companies to exclude or interfere with the Company’s Business may have an adverse effect on the Business.

Available Information

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available on the SEC’s website associated with the Company’s trading symbol ‘CHMX’ and additionally free of charge at www.next-chemx.com/investor-information/corporate-documents/ for reports made since April 26, 2021. The Company periodically provides certain information for investors on its corporate website, www.next-chemx.com. This includes information regarding its technology, press releases and other information. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES.

As of December 31, 2022, the Company did not own any properties. During 2023, the Company closed its laboratory facility at EnterpriseWorks in Champaign, Illinois. At present all employees are working from home.

ITEM 3. LEGAL PROCEEDINGS

On May 16, 2022, the Company received a formal notice of a wage claim from the Illinois Department of Labor filed by a former consultant (1099) who had already resigned from the Company with an effective date of March 18, 2022. The consultant is claiming $7,291.66 as a final payment for the period from February 9 to March 15, 2022. The complaint was filed on March 16, 2022, without any notice being given to the Company. On March 18, 2022, the date the resignation was due to take effect, the Company paid the consultant $5,833.33 as the final remuneration covering the days worked during the period. On July 27, 2022, the consultant sent notice to the Company maintaining that the demand for the full amount of $7,291.66 was still due. The matter is before the Illinois Department of Labor.

Following the announcement of the agreement with Clontarf Energy, the Company signed an agreement with Innovation News Network a marketing group located the UK that offered the Company a “last spot” in their quarterly publication. The decision was made to support our partner by publishing an article in their magazine, the fee was paid and the article printed.

Shortly after signing the agreement for one article, representatives from Innovation News Network called offering space for a second article in their dedicated “Lithium Publication” with a very tight deadline. The representatives stated that missing the tight deadline was not a problem as they would be publishing every quarter with some special supplements from time to time and we could avail ourselves of a later date.

The Company was unable to meet the deadline and the article was not published. Innovation News Network pressed to receive funds, however, the Company took the position that we would pay only when seeing in what edition the new article would be published and when their agreed work was carried out. Innovation News Network has threatened the Company with litigation and appointed a collection agent to recover the funds. It is the Company’s position that funds are not owed given the verbal assurances of the sales representative and the pressure selling tactics of Innovation News Network.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity

The Company, then known as WeWin Group Corp became subject to Securities Exchange Act Reporting Requirements in April 2016. The symbol “WWIN” was initially assigned for its securities. On December 18, 2018, FINRA approved the change of the Company’s name from WeWin Group Corp to AllyMe Group, Inc. On July 23, 2021, in connection with the refocus of the Company’s business resulting from the acquisition of the iTDE Technology, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada effecting a name change of the Company to NEXT-ChemX Corporation. The name change, along with the Amended Articles became effective on July 28, 2021, following compliance with notification requirements of the FINRA. The trading symbol accorded the Company is CHMX.

There has never been any liquid market for or trading in our stock. Since April 27, 2021, and the changes in ownership of the Company’s shares, the majority of the stock has been restricted for sale and this has inhibited the development of a liquid market for the Company’s stock. As a result of these events and the restrictions placed on the sale of stock, the market has recorded price changes since April 26, 2021 from $4.90 per share up to $70 per share and closing on December 31, 2023 at $9.00; during the same period, however, the Company was raising money by issuing convertible notes with a conversion price of $0.75 increasing in the fourth quarter 2021 to a $1.00 conversion. During fiscal year 2023, the Company launched a private placement of restricted common stock at a price of $5.00 per share. On March 15, 2023, 100 shares were sold at a price of $10; between March 29 and June 28, 2023, the share price fluctuated between $10.50 and $10 before dropping to $8 with the sale of 982 shares on June 29. On July 18, 2023, 1,400 shares sold at $9.00 and there were no further sales of shares during the remainder of 2023. The Company plans to raise funds for its operations during fiscal year 2023 that will also affect the liquidity and trading in the Company’s stock. There can be no assurance that a highly liquid market for our securities will ever develop.

Options and Warrants

In 2018, the Company adopted an option plan for the benefit of the employees, consultants and directors known as the 2018 Employee, Director and Consultant Stock Plan (the “2018 Plan”). Under this Plan a total of 40,000 stock options were issued as of December 31, 2020. The 2018 Plan was terminated on September 14, 2021, by the decision of the majority of the Shareholders of the Company. No shares were issued under the 2018 Plan in 2021. As of December 31, 2021, there are no outstanding options issued under the 2018 Plan.

On September 14, 2021, the Company obtained written consent of the holders of a majority of the voting power of the Company’s capital stock approving the adoption of the Company’s 2021 Stock Incentive Plan (the “2021 Plan”). The Plan allows the Company to grant incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants of the Company during the period of 5-years from the effective date of the plan. As of December 31, 2023 there were 3,000,000 shares of common stock of the Company reserved for issuance under the Plan. As of December 31, 2023, no shares had been issued under the 2021 Plan.

The 2021 Plan calls for the Board of Directors of the Company to appoint and maintain as administrator of the Plan a committee consisting of two or more directors that qualify as independent, non-employee or outside directors. The committee has not yet been formed. For as long as the committee is not formed, the Board may issue options under the 2021 Plan except that no options may be issued to the four most highly paid employees until such time as the committee is formed.

No Option may be issued for a period of more than five (5) years. The purchase price of each share of stock purchasable under an Incentive Option shall be determined by the committee or Board at the time of grant but shall not be less than 100% of the closing price on the final trading day immediately prior to the grant of the incentive option.

Options shall normally vest and become exercisable in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary of the date of grant. Under certain circumstances defined in the 2021 Plan the vesting may be accelerated.

In principle, options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee or Board of Directors may allow certain exceptions to this rule defined in the 2021 Plan.

The present Description of the 2021 Plan, which records certain important features only is entirely qualified by the terms of the 2021 Plan.

To date no Options have been granted under the 2021 Plan.

Status of Outstanding Common Stock

As of December 31, 2023, we had a total of 28,546,834 shares of our common stock outstanding.

During fiscal year 2023, the Company issued a total of 200,000 shares of Common Stock as follows:

On March 28, 2023, 100,000 shares were issued to two shareholders on subscription to shares of the Company’s common stock;

On August 17, 2023, 100,000 shares were issued to Clontarf Energy plc in fulfillment of a contractual

Commitment.

Previous registration statements

On February 21, 2019, the Company had filed a Registration Statement on Form S-1 wherein it was seeking to register 2,000,000 shares of Company Common Stock for sale together with 1,875,000 selling shareholder shares; however, this registration statement was withdrawn by the Company on February 19, 2021, without any shares having been issued.

Additionally, on September 10, 2018, the Company filed a Registration Statement on Form S-8 with respect to the shares to be issued pursuant to the Company’s 2018 Employee, Director and Consultant Stock Plan (the “2018 Stock Plan”). As of the date of this report, 40,000 shares were issued under the Company’s 2018 Stock Plan and were registered on Form S-8. This plan is now withdrawn and was replaced entirely with the Stock Plan adopted September 14, 2021.

Holders

As of December 31, 2023, we had issued an aggregate of 28,546,834 shares of our common stock held by forty-seven (47) record holders. 851,569 shares of our Common Stock (3.004%) are held in ‘street form’ by unregistered holders.

There are three shareholders with shareholdings of over 5% of issued Common Stock.

Dividends

We have not paid any dividends to date and have no plans to do so in the immediate future.

Recent Sales of Unregistered Securities

During 2023, the Company issued a total of 200,000 shares of Common Stock.

100,000 common shares were issued on March 28, 2023, to two third party unrelated qualified investor shareholders that had subscribed to the private placement of restricted shares of common stock dated March 20, 2023.

100,000 common shares were issued to Clontarf Energy plc on August 17, 2023, in fulfilment of the terms of an agreement signed on March 27, 2023.

Purchases of Equity Securities

The Company has never purchased the equity securities of any other issuer. However, in fiscal year 2023, as part of the obligations of Clontarf Energy plc under the Partnership Agreement signed March 27, 2023, Clontarf Energy plc transferred to the Company a total of 385,000,000 shares of its common stock, half of which are free trading and half restricted one year shall have passed from the date of issue. The Company was required to transfer 192,500,000 of the Clontarf shares received to the broker that had arranged the introduction of Clontarf Energy plc to the Company resulting in the Company holding 192,500,000 shares of common stock of Clontarf Energy plc.

ITEM 6.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

The Company was organized on August 13, 2014, as a Nevada corporation under Chapter 78 of the Nevada Revised Statutes as ‘WeWin Group Corp’. With FINRA approval on December 20, 2018, the Company’s name changed to AllyMe Group, Inc. During this period the Company’s trading symbol remained “WWIN”. On June 16, 2021, the Company’s Board of Directors approved the new name “NEXT-ChemX Corporation”, and approval of this change was granted by FINRA on July 22, 2021. The Company’s new trading symbol “CHMX” was granted on July 30, 2021. The Company’s principal office is located at NEXT-ChemX Corporation, 1980 Festival Plaza Drive Summerlin South, 300, Las Vegas, NV 89135. It is anticipated that during fiscal year 2024 the Company will relocate to new permanent offices and consolidate its team at that location.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act or JOBS Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011, and has less than $1 billion of total annual gross revenues during last completed fiscal year. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to:

We have elected to take advantage of certain reduced reporting requirements. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period to enable us to comply with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Overview of the Business

Since April 27, 2021, the goal of the Company has been to commercialize its novel proprietary ion targeting membrane extraction technology (“iTDE Technology”) that is the principal asset of the business. The iTDE Technology is based upon unique chemistry: by using the very high surface area of special “Hollow Fiber Membranes” whereby ions may be extracted from liquid solutions. Our Membrane Extraction Technology mimics nature’s biophysical processes enabling the technology to extract ions from a liquid solution at ambient temperatures and pressures even where ions exist in low concentrations.

The primary focus of the Company at present is the extraction of lithium from naturally occurring brines and geothermal sources. The Company has developed a system for extracting naturally occurring ions in lithium brines solutions such as magnesium and calcium that is a key to an efficient process. Preliminary testing to date has furnished evidence that the iTDE System provides an efficient extraction solution with minimal disruption to the environment. Using the iTDE System, for example, water resources will not be depleted by evaporation on an industrial scale nor is environmentally damaging contamination released into the environment from the process. The desired ions are harvested, and the solutions can be returned to the aquifers or further purified as required.

The Membrane Extraction Technology has many areas of application, however during fiscal year 2022 and 2023 and for the planned duration of fiscal year 2024, the Company will concentrate on the extraction of Lithium from natural brines, geothermal wells and mine leach solutions. Already from late fiscal year 2021 and throughout fiscal year 2022 due to a lack of funding, work was suspended on all other directions to concentrate only on the commercialization of the iTDE Process for lithium extraction. In addition, the Company’s plans to work on Fatty Acids extraction from vegetable oils as well as the extraction of radioactive ions from contaminated water has been delayed due to the geopolitical situation in Ukraine. Since April 27, 2021, the Company has been actively involved with scientific research in Ukraine. This was disrupted in February 2022 due to the Russian invasion. It is not clear when or indeed if work can be effectively resumed.

In early 2023, the Company contracted with a third-party engineering company to complete its initial pilot plant. Work to complete this is ongoing and expected to finish in the third quarter of 2024.

The Company continues to work with a leading membrane specialist to design and construct a controlled pilot system using specially designed membranes and units. The Company awarded the tender for the construction of the controlled pilot system in 2023. Work on construction is ongoing.

Once the iTDE System has been sufficiently optimized, the Company plans to design and introduce modularized extraction units based on the geometry of 40’ shipping containers for ease of deployment, servicing and refurbishment of the units (“iTDE Units”). These units will be the basic ‘product’ of the Company and will be designed specifically for the extraction of targeted ions. The iTDE Units will be deployed on site with customers and it is anticipated that revenues will be earned either from a tolling fee or as a net extraction royalty (being a fixed % fee calculated on the quantity of useable material extracted against the market price for the extracted material or as a fixed fee per measured quantity).

We plan to supply scalable Extraction Plants based on the geometry of 40’ containers. Each would have an optimal number of modules for each process and may be designed for the extraction of a targeted chemical ion. These container systems will be located at the customer extraction sites during the commercial testing phase and for full deployment. Units will be monitored and can he “hot swappable” for maintenance or replacement so as to enable continuous production with low-cost isolated process specific monitoring and control.

The Company is pursuing an aggressive intellectual property protection strategy. The Company has engaged the Navitas Intellectual Property Group LLC of Denver, Colorado for its international intellectual property requirements. This group is headed by Michael D. McIntosh and David F. Dockery, both highly specialized chemical processing and material science patent attorneys. Navitas is working closely with the Company’s research and development team to identify processing, materials and markets to pursue patent protection. In turn, Navitas works with the Company’s management to identify regions of the world to pursue desired protection. In fiscal year 2021, the Company filed for patent protection for novel aspects of its Lithium recovery developments. Additional patent applications are currently in progress dealing with oil purification, further aspects of Lithium processing and recovery, metals recycling and other developments. The Company is also focusing on novel membrane characteristics, production and uses. Details of these applications are confidential until published pursuant to international patent publication requirements.

The Company currently lacks a central management office and at present all the members of management are in different regions. Throughout fiscal year 2023, meetings were held online, and managers were living in 3 different countries with some in Europe and other in the US or Canada. It is planned that during 2024 the Company open new head offices in Nevada that will centralize the Company’s management and competence, in particular its marketing ability. The first controlled pilot system for demonstrating the iTDE Technology and model for the initial production of iTDE Units will be in India.

Results of Operations

Year Ended December 31, 2023 compared to December 31, 2022

The following table summarizes the results of our operations during the fiscal years ended December 31, 2023, and 2022, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:

We recorded a net loss of $2,361,231 for the year ended December 31, 2023, compared to a net loss of $1,743,799 for the fiscal year ended December 31, 2022.

Net loss for the year ended December 31, increased by $617,432 compared to 2022. This represents an increase in operating costs of $303,317 and an increase in other (non-operating) expense of 314,115. The major increases in operating expenses were (i) payments to contractors and consultants of $266,543 (payments in fiscal 2022 were $16,067; (ii) payments of $43,022 in marketing and publicity expenses (fiscal 2022 was $0); and (iii) an increase of $27,000 in audit expense over fiscal 2022, An increased use of contractors and consultants was needed to commence work on the Company’s pilot plant using outside contractors as well as the use of consultants primarily in the search for investors and to assist the CEO. The increase in non-operating expense was the result of (a) a $17,167 increase in interest expenses, and (b) a net increase of $296,949.56 of other expense resulting from payments and transfers of shares related to the Agreement with Clontarf. This included the issuance of $500,000 worth of the Company’s shares of common stock offset by the receipt from Clontarf of certain of its ordinary shares of common stock. The value of the received shares to the Company was, however, reduced by the transfer of half such received shares in payment of a commission to an intermediary broker for the deal. To reduce operating expenses over fiscal 2022, the laboratory in Illinois was closed resulting in the resignation of some staff. Of primary concern throughout fiscal 2023 was the work on the pilot plant that would lead to proving the commercial viability of the iTDE Technology as well as efforts to secure equity finance and other sources of funding for the Company. During the last quarter of 2023, the Company spent a total of $69,375 on new consultants to assist in raising funding and for other business purposes.

Liquidity and Capital Resources

As of December 31, 2023, we had total current assets of $ 140,327, a working capital deficit of $3,792,098 and an accumulated stockholders’ deficit of $ (629,363). Cash used in operating activities for the fiscal year ended December 31, 2023, was $544,890, compared to $935,084 in cash used in operations during the year ended December 31, 2022. Our revenues were $0 in both fiscal years 2023 and 2022. These factors raised substantial doubts about the Company’s ability to continue as a going concern and the Company remains chronically short of cash for operations.

On March 20, 2023, the Company launched a $2.5 million dollar offering of restricted shares of common stock at $5 per share. On the first day, qualified investors subscribed to a total of $500,000 and the Company closed on this initial amount, making the funds available for use by the Company. This resulted in the issuance of 100,000 unregistered, restricted shares of common stock of the Company. The Offering closed on June 16, 2023, without any other subscriptions being received.

On April 21, 2023, the Company received $500,000 cash from a contractual partner. The remaining finance received during fiscal year 2023 was the result of the Company contracting loans with third party shareholders in the aggregate amount of $465,000 as set out below.

The Company remained under-funded throughout fiscal year 2023 with the lack of funds becoming critical during the last six months of the year. The Company received $500,000 from the equity offering of securities launched in late March and an additional $500,000 cash received under the contract. From these funds, a total of $ 460,219 was used repay the principal of certain loans ($426,007) together with interest on such loans of $34,212, with the remainder going to commence construction of the pilot plant, to pay for engineers and consultants, as well as for operating expenses. Due to the lack of funding in fiscal year 2023, the Company was required twice to resort to bridge loans with fees in lieu of interest that effectively incorporated penalizing interest rates of over 100% per annum. These loans were provided by shareholders to meet payments for audits and the maintenance of its intellectual property. The remaining funds were used for salaries and operating expenses.

Cash received in fiscal year 2023 was insufficient to enable operations to be carried out in the normal way. Salary payments, already curtailed since April 2021, were reduced to subsistence levels, and suspended for some employees altogether. Insufficient funds were made available for the completion of the pilot plant and to maintain the Company. As a result of the failure to secure sufficient funding for the Company’s minimal business plan, very little was accomplished during the fiscal year 2023.

The most serious obstacle to the raising of finance is the current level of indebtedness of the Company, which had reached by fiscal year end 2023 $3,932,425, however, this amount includes the deferred income amount of $500,000 that is not repayable, being the fee for to contribution of intellectual property rights to use in the Bolivian Market. Of the total amount of $3,432,425 that is repayable by the Company, approximately 30% of this debt is owed to shareholders and founders that organized the change of the business of the Company in fiscal year 2021. At year end, the debt to shareholders stood at $1,021,450, significantly reduced by the second quarter repayments. This debt has represented a major obstacle to securing new funding since effectively founders would be securing a means of repayment from new funding. In addition, approximately 53% of the total indebtedness is to employees and consultants for unpaid salaries and expenses standing at year-end at $ 1,831,165; with third party professionals accounting for a further $ 491,540 or 14%. The remaining debt accumulated during fiscal year 2023 is principally for the pilot plant engineering and construction.

During fiscal year 2023, it was clear that potential investors were deeply concerned by the levels of debt, in particular to founding shareholders, but also to employees, consultants and third-party professionals. The potential need to repay such past debts would mean a major portion of all new investment would largely go to pay founding shareholders prior even to the technology being tested using a commercial pilot plant.

There were no convertible promissory notes issued by the Company in fiscal year 2023.

The breakdown of the loans contracted during fiscal year 2023 was as follows:

A total of $465,000 in loans was contracted to cover operations. One of these loans was repaid within 30 days and one loan will fall due during the second quarter of 2024. The remaining loans will become due in fiscal year 2025.

One promissory note with a face value of $250,000 originally issued to a third-party shareholder on November 09, 2022 was amended and reissued with its term extended to two years and its interest increased to 10%. The promissory note will now mature on November 08, 2024.

During fiscal year 2023, the maturity of a number of one-year contractual loans was extended to two years. As a result of these extensions the following 2022 loans will mature in fiscal year 2024:

A loan by a third-party shareholder dated February 2, 2023, in the amount of $25,000 was extended and will now mature on February 1, 2025. The loan pays 10% interest per annum.

A loan by a third-party shareholder dated February 21, 2023, in the amount of $50,000 was extended and will now mature on February 20, 2025. The loan pays 10% interest per annum.

In addition, the maturity of two of six-month loans to provide financial assistance dated September 14, 2023, by two third party shareholders, together totaling $250,000, were extended to one year. As a result of these extensions both loans will mature on September 13, 2024.

Two loans by two third party shareholders both dated December 2, 2022, in an aggregate amount of $250,000 were extended and will now both mature on December 1, 2024. Both loans pay 10% interest per annum.

In addition to these repayments, the Company will be required to fund its operations with increased funding to cover the controlled pilot system construction, installation and operation.

It is anticipated that the monthly operating budget going into fiscal year 2024 will amount to approximately $150,000 per month for the first quarter, rising to $195,000 during the second and third quarters. During the fourth quarter of 2024, if the operation of the controlled pilot plant is successful, the Company will require a significant increase in its quarterly budget to enable it of capitalize on its technological success, the minimum operational amount required while completing work in the pilot is $112,000 during the fourth quarter of fiscal year 2024.

Management believes that the Company’s cash on hand will not be sufficient to fund all Company obligations and commitments for the next twelve months. The combination of the way the shareholders have funded the Company during fiscal year 2023 with the urgent need to finance the commercial pilot system, to open operating facilities and to increase staff will place a significantly increased burden on cash flow during fiscal year 2024.

Management estimates that the minimum fund necessary to finance operations through fiscal year end 2024 is $2.62 million. This budget is estimated to carry the Company through fiscal year end 2024 to completion of its controlled pilot testing system and its initial commercial deployment.

Management considers it essential that during fiscal year 2024, it will be necessary to reduce the levels of short-term indebtedness significantly, both for the founding shareholders and for employees, consultants and third-party professionals. In addition, the Company believes that an effective equity offering will be priced at levels significantly below the recent $5.00 per share offering and this may have an impact on share price.

During the fiscal year ended December 31, 2023, management was in discussion with shareholders regarding ways in which to defer debt payments in order that funding be sought from sources outside the existing shareholder base.

If such debts are not deferred or converted, the Company will be required to raise an additional $3.5 million to cover the debt and interest.

Historically, we have been dependent on loans from our principal shareholders and their affiliated companies to provide us with working capital as required and it is anticipated that existing loans will be extended. In the past the Company has relied on shareholder debt, however, there is no guarantee such funding will be available when required or sufficient and there can be no assurance that our major shareholders, or any of them, will continue making loans or advances to us in the future. The Company plans to launch a new private placement offering during fiscal year 2024, however there is no guarantee that such offering will be successful in securing sufficient funding for the Company’s proposed budget, or that such funds, if secured, will be sufficient.

Fair Value loss on Financial assets

We recorded a fair value loss on shares in a United Kingdom public company amounting to $36,581 as of December 31, 2023. This was due to the fall in the price of the securities.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results are not affected in any material way by inflation.

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often because of the need to make estimates of matters that are inherently uncertain.

The nature of our business generally does not call for the preparation or use of estimates. Since the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below are the audited financial statements for the Company for the fiscal years ended December 31, 2023, and 2022 and the reports thereon of BF Borgers, CPA PC.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of NEXT-ChemX Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of NEXT-ChemX Corporation as of December 31, 2023 and 2022, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

NEXT-ChemX Corporation

BALANCE SHEETS

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

NEXT-ChemX Corporation

STATEMENT OF OPERATIONS

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

NEXT-ChemX Corporation

Statement of Stockholders’ Equity (Deficit)

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

NEXT-ChemX Corporation

STATEMENT OF CASH FLOWS

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

NEXT-ChemX Corporation

NOTES TO FINANCIAL STATEMENTS