SunHydrogen, Inc. filed a Schedule 13D with the U.S. Securities and Exchange Commission on October 28, 2026, disclosing a strategic investment in NewHydrogen, Inc. completed on October 23, 2026.

Key Highlights

  • Aggregate purchase price: SunHydrogen paid $2,999,764.50, or $0.01473 per share, for the securities acquired in a private placement.
  • Shares acquired: NewHydrogen issued 203,650,000 shares of common stock and warrants to purchase up to 407,300,000 additional shares to SunHydrogen.
  • Beneficial ownership: SunHydrogen reports beneficial ownership of 610,950,000 shares, representing approximately 42.7% of NewHydrogen's common stock.
  • Warrant terms: The warrants are exercisable immediately upon issuance for a period of five years at an exercise price of $0.016203 per share.
  • Shares outstanding used for calculation: The 42.7% figure is based on 1,024,362,103 shares of NewHydrogen common stock outstanding as of October 26, 2026.
  • Source of funds: SunHydrogen stated the funds used were from its working capital.
  • Stated purpose: The acquisition was described as "a strategic investment in NewHydrogen and to explore potential technical and commercial collaboration between SunHydrogen and NewHydrogen in the field of renewable hydrogen production."

SunHydrogen's Private Placement in NewHydrogen: Transaction Details and Stated Intent

According to the Schedule 13D filing, SunHydrogen, Inc., a Nevada corporation whose principal business is developing photoelectrochemical panels that produce renewable hydrogen from sunlight and water, entered into and closed a securities purchase agreement with NewHydrogen, Inc. on October 23, 2026. The filing states that in the transaction, NewHydrogen issued and sold to SunHydrogen 203,650,000 shares of common stock and warrants to purchase up to 407,300,000 shares of common stock, for an aggregate purchase price of $2,999,764.50, equivalent to $0.01473 per share. SunHydrogen reported that working capital was the source of funds for the purchase.

The filing discloses that SunHydrogen holds sole voting power and sole dispositive power over all 610,950,000 shares counted in its beneficial ownership figure, with no shared voting or dispositive power reported. The warrants, the filing states, are exercisable immediately and carry a five-year term at an exercise price of $0.016203 per share. SunHydrogen's beneficial ownership of approximately 42.7% is calculated against 1,024,362,103 shares of NewHydrogen common stock outstanding as of October 26, 2026, as disclosed in the filing.

Regarding future intentions, the filing states that the purpose of the acquisition was strategic investment and exploration of collaboration in renewable hydrogen production. The filing further discloses that SunHydrogen "may seek to have Timothy Young, the chief executive officer of SunHydrogen, or other person designated by SunHydrogen, elected to NewHydrogen's board of directors." SunHydrogen also noted that it may, at its discretion, acquire additional shares by exercising the warrants in accordance with their terms. NewHydrogen's principal executive offices are listed as 27936 Vista Canyon Blvd., Suite 202, Santa Clarita, California, 91387.

What Was Disclosed

SunHydrogen, Inc. filed a Schedule 13D reporting a private placement investment of $2,999,764.50 in NewHydrogen, Inc., resulting in beneficial ownership of approximately 42.7% of NewHydrogen's common stock through a combination of direct shares and warrants, with the transaction closing October 23, 2026.