NewHydrogen sets up $3M stock financing deal

NewHydrogen arranged an equity financing facility of up to $3 million with GHS, using a discounted share-purchase structure over up to 24 months after S-1 effectiveness.

Rhea-AI Filing Summary

NewHydrogen, Inc. (NEWH) entered into an Equity Financing Agreement with GHS Investments, LLC under which GHS has committed to provide up to $3,000,000 of funding through purchases of NewHydrogen common stock after a Form S-1 registration statement becomes effective. NewHydrogen may deliver put notices for share sales, subject to limits tied to recent trading volume and a 4.99% beneficial ownership cap for GHS.

Each put share will be priced at 92.5% of the lowest traded price over the 10 trading days before the put, and 112.5% of each put amount will be delivered in shares. Individual puts must be between $10,000 and $1,000,000, and the arrangement lasts until the earlier of 24 months after S-1 effectiveness or when GHS has purchased $3,000,000 of shares. Upon execution, NewHydrogen issued 980,713 restricted shares to GHS as commitment shares, representing 0.5% of the commitment amount, to be registered for resale under a Registration Rights Agreement.

Filing Explained

The filing adds conditional financing capacity, not current proceeds: stock purchases begin only after the Form S-1 becomes effective.

The filing leaves the financing at a pre-registration stage: it does not report an effective Form S-1, so the up-to-$3,000,000 facility is capacity rather than current proceeds.

Registration alone sells nothing; the company reports an undertaking to use best efforts to file within 30 days and seek effectiveness within 30 days after filing, subject to a 90-day outer limit after filing.

At June 30, 2026, the company reported $739,528 of cash and a quarterly operating cash outflow of $737,848. The supplied comparison makes that cash balance equal to 91.2 days of the last reported quarterly operating cash use; this is historical sizing and does not make the un-effective facility available liquidity.

Sources and calculations

• NewHydrogen Form 8-K (2026-09-08)
• Form S-1 purpose (undated)
• NewHydrogen latest quarterly fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $739,528 / ($737,848 / 91) = 91.2 days

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

Equity financing commitment amount: $3,000,000 Beneficial ownership cap: 4.99% Put share pricing discount: 92.5% +5 more

8 metrics

Equity financing commitment amount $3,000,000 Maximum aggregate funding GHS agreed to provide under the Equity Financing Agreement

Beneficial ownership cap 4.99% Maximum beneficial ownership of NewHydrogen common stock permitted for GHS and its affiliates

Put share pricing discount 92.5% Percentage of the lowest traded price over 10 prior trading days used to price each put share

Shares delivered per put amount 112.5% Portion of each put amount that will be delivered in shares under the agreement

Put size range $10,000 to $1,000,000 Minimum and maximum dollar amount for each individual put notice

Commitment term 24 months Period after S-1 effectiveness during which puts may be delivered, unless $3,000,000 is reached earlier

Commitment shares issued 980,713 shares Restricted common shares issued to GHS at execution, equal to 0.5% of the commitment amount

S-1 filing and effectiveness targets 30–90 days Best-efforts 30 days to file Form S-1 and commercially reasonable efforts for effectiveness within 30 days of filing, but no more than 90 days after filing

Key Terms

Equity Financing Agreement, Registration Rights Agreement, beneficial ownership, volume weighted average price, +1 more

5 terms

Equity Financing Agreement financial

"entered into an Equity Financing Agreement (the “Financing Agreement”) with GHS"

An equity financing agreement is a legal contract in which a company raises cash by selling ownership stakes (shares) to investors under specific terms such as price, number of shares and investor rights. It matters to investors because it provides funds for growth or operations but also reduces each existing owner’s percentage of the company and can change share price and voting power—like slicing a cake into more pieces to bring in money.

Registration Rights Agreement regulatory

"entered into a Registration Rights Agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

beneficial ownership financial

"that would result in GHS’s beneficial ownership equaling more than 4.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

volume weighted average price financial

"calculated at a price equal to 95% of the volume weighted average price"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Inline XBRL technical

"the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

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

What equity financing did NEWH announce with GHS Investments?

NewHydrogen entered into an Equity Financing Agreement with GHS Investments, LLC for up to $3,000,000 of funding via purchases of its common stock, available after a Form S-1 registration statement becomes effective and subject to specified volume and ownership limits.

How is the share purchase price determined under NEWH’s financing agreement?

For each put, the share purchase price will be 92.5% of the lowest traded price of NewHydrogen’s common stock during the 10 consecutive trading days preceding the put notice, with 112.5% of the put amount delivered in shares.

What are the limits on each put under NEWH’s agreement with GHS?

Each put must be at least $10,000 and no more than $1,000,000, and cannot exceed 200% of the average daily trading dollar volume over the prior 10 trading days, while also respecting a 4.99% beneficial ownership cap.

How long will NEWH be able to use the equity facility with GHS?

NewHydrogen may deliver puts until the earlier of 24 months after the Form S-1 becomes effective or the date GHS has purchased an aggregate of $3,000,000 worth of put shares under the Equity Financing Agreement.

What commitment shares did NEWH issue to GHS as part of the deal?

Upon execution of the agreement, NewHydrogen issued 980,713 restricted shares of common stock to GHS as commitment shares, representing 0.5% of the $3,000,000 commitment amount, calculated at 95% of the volume weighted average price on the trading day before execution.

What registration obligations does NEWH have for the GHS financing?

Under the Registration Rights Agreement, NewHydrogen agreed to use its best efforts to file a Form S-1 within 30 days of execution and use commercially reasonable efforts to have it declared effective within 30 days of filing, but no more than 90 days after filing.

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

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false 0001371128 0001371128 2026-09-08 2026-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 8, 2026

NEWHYDROGEN, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54819		20-4754291
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

27936 Vista Canyon Blvd., Suite 202, Santa Clarita, CA 91387

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (661) 251-0001

N/A

(Former name or former address, if changed since last report.)

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		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 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 September 8, 2026, NewHydrogen, Inc. (“we” or the “Company”) entered into an Equity Financing Agreement (the “Financing Agreement”) with GHS Investments, LLC (“GHS”) and, in connection with that agreement, entered into a Registration Rights Agreement (the “Registration Rights Agreement”) dated September 8, 2026. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $3,000,000 (the “Commitment Amount”) of funding upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to ninety-two- and one-half percent (92.5%) of the lowest traded price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS and one hundred twelve and one-half percent (112.5%) of the put amount shall be delivered in shares in each particular put. No put will be made in an amount equaling less than ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $3,000,000 worth of put shares. Either party shall have the option to terminate the Financing Agreement for any reason or for no reason by delivering ninety (90) calendar days written notice to the other party.

Upon execution of the Financing Agreement, the Company issued to GHS 980,713 restricted shares of its common stock as commitment shares representing 0.5% of the Commitment Amount calculated at a price equal to 95% of the volume weighted average price on the trading day preceding the execution of the GHS Financing Agreement. The commitment shares shall be registered for resale in the registration statement.

Pursuant to the Registration Rights Agreement, the Company agreed to use its best efforts to file a registration statement on Form S-1 within thirty (30) calendar days after execution of the Registration Rights Agreement to register the shares issued or issuable under the Financing Agreement, and to use commercially reasonable efforts to have the registration statement effective within thirty (30) calendar days of filing with the Securities and Exchange Commission, but no more than 90 calendar days after filing.

The foregoing information is a summary of the Financing Agreement, and the Registration Rights Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Financing Agreement and the Registration Rights Agreement, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the Financing Agreement and the Registration Rights Agreement for a complete understanding of the terms and conditions of the transaction described above.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Name
10.1		Equity Financing Agreement between the Company and GHS dated September 8, 2026
10.2		Registration Rights Agreement between the Company and GHS dated September 8, 2026
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

SIGNATURES

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

Dated: September 11, 2026

NEWHYDROGEN, INC.

/s/ Steven Hill

Steven Hill

Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 234.0 KB
• EX-10.2 EX-10.2 94.1 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