NewHydrogen, Inc. entered an Equity Financing agreement allowing GHS Investments to purchase up to $3,000,000 of common stock after a Form S-1 registration statement becomes effective. The arrangement matters to investors because funding will be issued through stock purchases, alongside 980,713 restricted commitment shares already issued to GHS.

Key Highlights

  • NewHydrogen issued GHS 980,713 restricted common shares as commitment shares, representing 0.5% of the $3,000,000 commitment amount.
  • GHS and its affiliates cannot exceed 4.99% beneficial ownership of NewHydrogen’s outstanding common stock.
  • NewHydrogen arranged access to up to $3,000,000 from GHS Investments through purchases of common stock.
  • The funding period runs for twenty-four months after the registration statement becomes effective, or until GHS purchases $3,000,000 in put shares.

NewHydrogen, Inc. (OTC: NEWH) has arranged access to up to $3,000,000 from GHS Investments, LLC through purchases of the company’s common stock. NewHydrogen entered the Equity Financing Agreement and related Registration Rights Agreement on September 8, 2026. The arrangement gives NewHydrogen the right to submit put notices, with GHS obligated to buy shares at the Investment amount specified in each notice. The funding period runs for twenty-four months after the registration statement becomes effective, or until GHS has purchased an aggregate of $3,000,000 in put shares.

Stock Funding Terms Set

The amount also cannot cause GHS’s beneficial ownership to exceed 4.99% of the company’s outstanding common stock. The purchase price for each put share is set at 92.5% of the lowest traded price during the ten consecutive trading days preceding delivery of the relevant put. The agreement also requires 112.5% of the put amount to be delivered in shares for each put. Individual puts cannot be smaller than $10,000 or larger than $1,000,000. NewHydrogen may determine the timing and size of each put within those limits, subject to the trading-volume and ownership restrictions. The funding structure therefore ties each purchase to both market activity and an ownership ceiling stated in the agreement.

Commitment Shares Issued

NewHydrogen issued GHS 980,713 restricted common shares when the financing agreement was executed. NewHydrogen’s common stock has a Par Value of $0.0001 per share. The agreement identifies the shares purchased through the Facility and the commitment shares as common stock issued under the transaction.

S-1 Timing and Termination

It also agreed to use commercially reasonable efforts to make the registration statement effective within thirty calendar days after filing with the Securities and Exchange Commission, subject to a maximum of 90 calendar days after filing. Either party may terminate the agreement for any reason or no reason by giving ninety calendar days’ written notice. Steven Hill, NewHydrogen’s Chief Executive Officer, signed the company’s report dated September 11, 2026.