Hadron Energy updates prospectus for 28.7M shares

Available on EDGAR 09/08/2026 - 04:57 PM EDT Accepted by SEC EDGAR 09/08/2026 - 04:55 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Hadron Energy, Inc. files a prospectus supplement updating its Form S-1 base prospectus covering an offering of up to 28,719,000 shares of common stock, up to 57,432,395 shares of common stock by selling securityholders, and 3,719,000 warrants to purchase common stock.

The supplement incorporates updated company reports into the existing prospectus and must be read together with that prospectus. The company’s common stock is listed on Nasdaq under the symbol HDRN, and the disclosure highlights that investing in these securities involves a high degree of risk.

Filing Explained

This September 8, 2026 supplement updates the existing Form S-1 registration; it does not report a sale, so the disclosed “up to” share and warrant amounts remain registered capacity rather than completed issuance.

Key Figures

Primary common shares registered: 28,719,000 shares Resale common shares by selling securityholders: 57,432,395 shares Warrants to purchase common stock: 3,719,000 warrants +3 more

6 metrics

Primary common shares registered 28,719,000 shares Up to this number of common shares may be offered by Hadron Energy under the updated prospectus

Resale common shares by selling securityholders 57,432,395 shares Maximum number of common shares that may be sold by selling securityholders

Warrants to purchase common stock 3,719,000 warrants Warrants covered by the prospectus supplement to purchase shares of common stock

Registration statement number 333-296796 Form S-1 registration statement referenced by the prospectus and this supplement

Prospectus date June 15, 2026 Date of the base prospectus that this supplement updates

Supplement date September 8, 2026 Date of Prospectus Supplement No. 3

Key Terms

Prospectus Supplement, Registration Statement on Form S-1, Selling Securityholders, Nasdaq, +1 more

5 terms

Prospectus Supplement regulatory

"This prospectus supplement (this “Supplement No. 3”) updates and supplements"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-1 regulatory

"which forms a part of our Registration Statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Selling Securityholders financial

"Up to 57,432,395 Shares of Common Stock by the Selling Securityholders"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

Nasdaq market

"Our Common Stock is currently listed on the Nasdaq Stock Market"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

Risk Factors regulatory

"described under the heading “Risk Factors” beginning on page 15"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

Offering Details

shelf · 28,719,000 primary common shares; 57,432,395 resale common shares; 3,719,000 warrants

Offering

Offering Type shelf

Securities Offered Up to 28,719,000 shares of common stock, up to 57,432,395 shares of common stock by selling securityholders, and 3,719,000 warrants to purchase common stock

Offering Amount 28,719,000 primary common shares; 57,432,395 resale common shares; 3,719,000 warrants

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities does Hadron Energy (HDRN/HDRNW) cover in Prospectus Supplement No. 3?

Prospectus Supplement No. 3 covers up to 28,719,000 shares of common stock, up to 57,432,395 shares of common stock by the selling securityholders, and 3,719,000 warrants to purchase common stock, all under Hadron Energy’s existing Form S-1 registration.

Is Hadron Energy registering a primary or secondary offering in this supplement?

The supplement relates to a mixed offering: up to 28,719,000 shares of common stock for the company and up to 57,432,395 shares of common stock for resale by selling securityholders, plus 3,719,000 warrants to purchase common stock.

On which exchange is Hadron Energy’s common stock listed and under what symbol?

Hadron Energy’s common stock is listed on the Nasdaq Stock Market and trades under the symbol “HDRN”, as stated in the prospectus supplement.

What risks does the Hadron Energy (HDRN) prospectus supplement highlight for investors?

The supplement states that investing in Hadron Energy’s securities involves a high degree of risk and directs investors to the “Risk Factors” section beginning on page 15 of the base prospectus and in any applicable prospectus supplements.

When was Hadron Energy’s Prospectus Supplement No. 3 dated?

Prospectus Supplement No. 3 for Hadron Energy is dated September 8, 2026, and it updates and supplements the base prospectus dated June 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Prospectus Supplement No. 3		Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated June 15, 2026)		Registration No. 333-296796

HADRON ENERGY, INC.

Up to 28,719,000 Shares of Common Stock

Up to 57,432,395 Shares of Common Stock by the Selling Securityholders

3,719,000 Warrants to Purchase Shares of Common Stock

This prospectus supplement (this “Supplement No. 3”) updates and supplements the prospectus dated June 15, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-296796). This prospectus supplement is being filed to update and supplement the information in the Prospectus related to information contained in the following reports of the Company:

• The Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2026, which is attached hereto.

This Supplement No. 3 updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Supplement No. 3 should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Supplement No. 3, you should rely on the information in this Supplement No. 3.

Our Common Stock is currently listed on the Nasdaq Stock Market (the “Nasdaq”) and trades under the symbol “HDRN.”

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties that are described under the heading “Risk Factors” beginning on page 15 of the Prospectus and in any applicable prospectus supplement.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or this Supplement No. 3 or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 8, 2026.