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

NewHydrogen, Inc. has entered into an Equity Financing Agreement with GHS Investments, LLC, dated September 8, 2026. Under the terms of the agreement, GHS has committed to provide the company with up to $3,000,000 (the "Commitment Amount") of funding. This capital is contingent upon the effectiveness of a registration statement on Form S-1 filed with the Securities and Exchange Commission.

The agreement includes a mechanism for the company to sell shares back to GHS. The company may deliver "puts" to GHS, which obligates GHS to purchase shares of NewHydrogen common stock. The maximum amount of shares the company may put to GHS in a single transaction is limited to 200% of the average daily trading dollar volume over the preceding ten trading days, provided this amount does not exceed 4.99% of the outstanding shares.

There are specific parameters regarding the pricing and volume of these transactions. The price per put share is calculated as 92.5% of the lowest traded price of the common stock over the ten trading days prior to the put notice. The transaction value must be between $10,000 and $1,000,000. Additionally, GHS and its affiliates are prohibited from beneficial ownership exceeding 4.99% of the company's outstanding common stock.

The company has issued 980,713 restricted shares of common stock to GHS as commitment shares. These shares represent 0.5% of the Commitment Amount and were issued at a price equal to 95% of the volume weighted average price on the trading day preceding the execution of the agreement. These commitment shares are to be registered for resale in the registration statement.

A Registration Rights Agreement was also executed on September 8, 2026. This agreement requires the company to use its best efforts to file a Form S-1 registration statement within 30 calendar days of execution. The company must also use commercially reasonable efforts to have the registration statement effective within 30 days of filing with the SEC, though it is not permitted to exceed 90 days after filing. The Financing Agreement and the Registration Rights Agreement are attached as exhibits to this Form 8-K.