NewHydrogen, Inc. Enters $3M Equity Financing Agreement with GHS

What Happened
NewHydrogen, Inc. announced on September 11, 2026 (agreement dated September 8, 2026) that it entered an Equity Financing Agreement and a related Registration Rights Agreement with GHS Investments, LLC. Under the deal GHS agreed to provide up to $3,000,000 of funding once a Form S-1 registration statement is effective. After effectiveness, NewHydrogen may deliver put notices to GHS, and GHS will be obligated to purchase shares of the company’s common stock according to the put mechanics in the agreement.

Key Details

• Commitment amount: up to $3,000,000 available upon effectiveness of a Form S-1 registration statement.
• Timing and filing: Company agreed to use best efforts to file the Form S-1 within 30 days of the Registration Rights Agreement and to use commercially reasonable efforts to have it effective within 30 days of filing (no more than 90 days).
• Put mechanics and limits: Company may deliver puts until the earlier of 24 months after S-1 effectiveness or when GHS has purchased $3,000,000 aggregate; each put must be between $10,000 and $1,000,000. The maximum amount per put is capped at 200% of the average daily trading dollar volume for the prior 10 trading days, and no put may result in GHS beneficial ownership exceeding 4.99% of outstanding shares.
• Pricing and issuance: The per-share price for a put is set at 92.5% of the lowest traded price during the 10 trading days before the put. Upon signing, NewHydrogen issued GHS 980,713 restricted commitment shares (priced at 95% of the prior trading day VWAP), which will be registered for resale under the S-1. Either party may terminate the Financing Agreement with 90 days’ written notice.

Why It Matters
This agreement gives NewHydrogen a potential capital source of up to $3.0M contingent on completing a public registration (Form S-1). For investors, the deal creates immediate dilution from the 980,713 commitment shares and potential future dilution if the company delivers puts and issues shares to GHS. The put pricing at a discount to recent trading (92.5% of the lowest price over 10 days) and the registration requirement mean additional shares could be sold into the market at below-market levels, which can put downward pressure on the stock. The 4.99% ownership cap limits any single investor’s stake, and the S-1 filing and effectiveness timelines are material next steps to enable funding.