SunHydrogen, Inc. filed a Form 8-K on October 26, 2026, disclosing that on October 23, 2026, it entered into and closed a securities purchase agreement with NewHydrogen, Inc., acquiring shares and warrants in a private placement for an aggregate purchase price of $2,999,764.50.

Key Highlights

  • Transaction closed October 23, 2026: SunHydrogen entered into and closed a securities purchase agreement with NewHydrogen, Inc. on that date.
  • 203,650,000 shares acquired: NewHydrogen issued and sold 203,650,000 shares of its common stock to SunHydrogen in the private placement.
  • Aggregate purchase price of $2,999,764.50: The per-share price was $0.01473.
  • Warrants to purchase up to 407,300,000 shares: The warrants are exercisable immediately upon issuance for a period of five years at an exercise price of $0.016203 per share.
  • Signed by CEO Timothy Young: The filing was signed on behalf of SunHydrogen by Timothy Young, Chief Executive Officer.

SunHydrogen's Private Placement Investment in NewHydrogen, Inc.

According to the filing, SunHydrogen, Inc. entered into and closed a securities purchase agreement with NewHydrogen, Inc. on October 23, 2026. Under the terms of the Purchase Agreement, NewHydrogen issued and sold to SunHydrogen, in a private placement, 203,650,000 shares of NewHydrogen common stock along with warrants to purchase up to an additional 407,300,000 shares of NewHydrogen common stock. The aggregate purchase price for the shares was $2,999,764.50, equating to $0.01473 per share, as disclosed in the filing.

The filing further states that the warrants are exercisable immediately upon issuance and remain exercisable for a period of five years. The exercise price for the warrants is $0.016203 per share. SunHydrogen noted that the descriptions of the Purchase Agreement and the warrants in the filing "are qualified by reference to the full text of such documents," which are filed as exhibits to the report, identified as Exhibit 10.1 (Purchase Agreement) and Exhibit 10.2 (Form of Warrant).

The securities registered section of the filing indicates "Not applicable" for the title of each class, trading symbol, and exchange, as SunHydrogen's securities are not registered under Section 12(b) of the Act on any named exchange. The registrant is incorporated in Nevada and is headquartered at the BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241, according to the filing.

What Was Disclosed

SunHydrogen, Inc. disclosed the October 23, 2026 closing of a private placement investment in NewHydrogen, Inc., comprising 203,650,000 common shares and warrants for up to 407,300,000 additional shares, for a total purchase price of $2,999,764.50 at $0.01473 per share.