SunHydrogen buys $3M in NewHydrogen shares, warrants

The agreement states a $0.01473 per-share purchase price and a $0.016203 per-share warrant exercise price.

Rhea-AI Filing Summary

SunHydrogen, Inc. (HYSR) entered into and closed a securities purchase agreement with NewHydrogen, Inc. on October 23, 2026. In a private placement, NewHydrogen issued and sold SunHydrogen 203,650,000 shares of NewHydrogen common stock and warrants to purchase up to 407,300,000 additional shares, for an aggregate purchase price of $2,999,764.50.

The warrants are exercisable immediately upon issuance for a period of five years. SunHydrogen’s purchase of NewHydrogen shares is paired with a separate right to purchase additional shares under the warrants.

Filing Explained

The warrants cover up to 407,300,000 additional NewHydrogen shares at $0.016203 per share and are immediately exercisable for five years; unlike the $2,999,764.50 already paid, exercising them would require an additional payment at that per-share price.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

NewHydrogen common shares purchased: 203,650,000 shares Shares purchasable under warrants: up to 407,300,000 shares Aggregate purchase price: $2,999,764.50 +3 more

6 metrics

NewHydrogen common shares purchased 203,650,000 shares Issued and sold to SunHydrogen in the private placement

Shares purchasable under warrants up to 407,300,000 shares NewHydrogen common shares

Aggregate purchase price $2,999,764.50 Purchase of NewHydrogen shares and warrants

Per-share purchase price $0.01473 per share Private placement

Warrant exercise price $0.016203 per share NewHydrogen common shares

Warrant exercise period five years Warrants are exercisable immediately upon issuance

Key Terms

securities purchase agreement, private placement, Warrants, exercise price

4 terms

securities purchase agreement financial

"entered into and closed a securities purchase agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Warrants financial

"warrants to purchase up to 407,300,000 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"have an exercise price of $0.016203 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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

What did HYSR buy from NewHydrogen?

SunHydrogen acquired 203,650,000 NewHydrogen common shares and warrants to purchase up to 407,300,000 NewHydrogen shares, for an aggregate purchase price of $2,999,764.50.

What are the exercise terms for the NewHydrogen warrants acquired by HYSR?

The warrants are exercisable immediately upon issuance for a period of five years, at an exercise price of $0.016203 per share.

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

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Available on EDGAR 10/26/2026 - 04:02 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:01 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2026

SUNHYDROGEN, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54437		26-4298300
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

BioVentures Center, 2500 Crosspark Road

Coralville, IA 52241

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (805) 966-6566

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2026, SunHydrogen, Inc. (the “Company”) entered into and closed a securities purchase agreement (the “Purchase Agreement”) with NewHydrogen, Inc. (“NewHydrogen”).

Pursuant to the Purchase Agreement, NewHydrogen issued and sold to the Company, in a private placement, 203,650,000 shares of common stock of NewHydrogen and warrants (the “Warrants”) to purchase up to 407,300,000 shares of common stock of NewHydrogen, for an aggregate purchase price of $2,999,764.50 (or $0.01473 per share). The Warrants are exercisable immediately upon issuance for a period of five years and have an exercise price of $0.016203 per share.

The foregoing descriptions of the Purchase Agreement and Warrants are qualified by reference to the full text of such documents, which are filed as exhibits to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Purchase Agreement
10.2		Form of Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNHYDROGEN, INC.
Date: October 26, 2026	/s/ Timothy Young
	Timothy Young
	Chief Executive Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 PURCHASE AGREEMENT 149.7 KB
• EX-10.2 FORM OF WARRANT 76.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB