NewHydrogen, Inc. filed a Form 8-K on October 26, 2026, disclosing that it entered into a Securities Purchase Agreement with SunHydrogen, Inc. on October 23, 2026, covering a share sale and warrant issuance that closed on October 26, 2026.

Key Highlights

  • Share sale: NewHydrogen agreed to issue and sell 203,650,000 shares of common stock to SunHydrogen, Inc. at a purchase price of $0.01473 per share.
  • Warrant issued: A Common Stock purchase warrant was issued to SunHydrogen, Inc. to purchase up to 407,300,000 shares of common stock at an exercise price of $0.016203 per share.
  • Aggregate purchase price: The combined purchase price for the shares and the warrant was $2,999,764.50.
  • Warrant terms: The warrant is exercisable for cash immediately upon issuance and expires on October 23, 2031.
  • Use of proceeds: The company disclosed it intends to use net proceeds for general corporate purposes, including working capital.
  • Unregistered offering: The shares and warrant were sold without registration under the Securities Act of 1933, in reliance on the exemption under Section 4(a)(2) and Rule 506(b) of Regulation D.

NewHydrogen Issues Shares and Warrant to SunHydrogen in October 2026 Private Placement

According to the filing, NewHydrogen, Inc. entered into a Securities Purchase Agreement with SunHydrogen, Inc., a Nevada corporation, on October 23, 2026. Under the agreement, the company agreed to issue and sell 203,650,000 shares of common stock, par value $0.0001 per share, at $0.01473 per share, alongside a Common Stock purchase warrant to purchase up to 407,300,000 shares. The aggregate purchase price for both the shares and the warrant was $2,999,764.50. The transaction closed on October 26, 2026, the same day the 8-K was filed.

The warrant, the filing states, is exercisable for cash immediately upon issuance at an exercise price of $0.016203 per share and expires on October 23, 2031. The filing further discloses that upon certain fundamental transactions, the holder may require the company or any successor entity to purchase the unexercised portion of the warrant for an amount equal to its Black Scholes Value, as defined in the warrant document.

The filing states the offering was conducted without registration under the Securities Act of 1933, relying on the exemption provided by Section 4(a)(2) and Rule 506(b) of Regulation D. SunHydrogen, Inc. represented that it is an "accredited investor" as defined in Regulation D and that it is acquiring the securities for its own account and not with a view to distribution in violation of the Securities Act. The filing notes the securities were not offered through any general solicitation or general advertising. The Purchase Agreement, the filing adds, contains customary representations, warranties, covenants, and indemnification obligations. The securities registered pursuant to Section 12(b) of the Act are listed as N/A in the filing's registered-securities table.

What Was Disclosed

NewHydrogen, Inc. disclosed a private placement to SunHydrogen, Inc. consisting of 203,650,000 common shares at $0.01473 per share and a warrant for up to 407,300,000 additional shares at $0.016203 per share, for a combined aggregate purchase price of $2,999,764.50, closed October 26, 2026.