NewHydrogen, Inc. entered into a Securities Purchase Agreement with SunHydrogen, Inc. on October 23, 2026, to sell common stock and a warrant. The transaction closed on October 26, 2026.
Under the agreement, NewHydrogen agreed to issue 203,650,000 shares of common stock to SunHydrogen at a price of $0.01473 per share. Additionally, the company issued a common stock purchase warrant allowing the purchaser to buy up to 407,300,000 shares of common stock. The total aggregate purchase price for the shares and the warrant was $2,999,764.50.
The warrant is exercisable for cash immediately upon issuance at an exercise price of $0.016203 per share and expires on October 23, 2031. It includes a provision allowing the holder to require the company to purchase unexercised warrant shares at their Black Scholes Value in the event of a fundamental transaction.
The company intends to use the net proceeds from this transaction for general corporate purposes, including working capital. The securities were sold without registration under the Securities Act of 1933, relying on Section 4(a)(2) and Rule 506(b) of Regulation D. SunHydrogen represented that it is an accredited investor acquiring the securities for its own account.
