NewHydrogen, Inc.: issues shares and warrants to SunHydrogen for $2,999,764.50

What happened The filing reports that on Oct 23, 2026 NewHydrogen, Inc. entered into a Securities Purchase Agreement with SunHydrogen, Inc., and that the transaction closed on Oct 26, 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, and a common stock purchase warrant to buy up to 407,300,000 shares. The aggregate purchase price for the shares and the warrant was $2,999,764.50. The warrant is exercisable for cash immediately at $0.016203 per share and expires on Oct 23, 2031. Upon certain fundamental transactions, the holder may require the company or a successor to purchase the unexercised portion of the warrant for its Black Scholes Value.

Key details

• 203,650,000 shares issued at $0.01473 per share; aggregate proceeds $2,999,764.50.
• Warrant to purchase up to 407,300,000 shares; exercise price $0.016203 per share; expiration Oct 23, 2031.
• Transaction closed on Oct 26, 2026; purchase agreement dated Oct 23, 2026.
• Purchase agreement includes customary representations, warranties, covenants and indemnification; company intends to use net proceeds for general corporate purposes, including working capital.

Why it may matter This report was made under Item 1.01 (entry into a material definitive agreement) and Item 3.02 (unregistered sale of equity securities), describing the securities sold, the warrant terms and the purchase agreement. This filing does not show why the insider traded or why the company acted.