{"url_path":"/sec/newh/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1371128/0001493152-26-042380-index.html","accession_number":"0001493152-26-042380","cik":"0001371128","ticker":"NEWH","issuer_name":"NewHydrogen, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1371128/0001493152-26-042380-index.html","primary_entity_key":"0001371128","primary_entity_name":"NewHydrogen, Inc."},"word_count":616,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement**\n\n \n\nOn\nSeptember 8, 2026, NewHydrogen, Inc. (“we” or the “Company”) entered into an Equity Financing Agreement (the\n“Financing Agreement”) with GHS Investments, LLC (“GHS”) and, in connection with that agreement, entered into\na Registration Rights Agreement (the “Registration Rights Agreement”) dated September 8, 2026. Under the terms of the Financing\nAgreement, GHS has agreed to provide the Company with up to $3,000,000 (the “Commitment Amount”) of funding upon effectiveness\nof a registration statement on Form S-1. Following effectiveness of the registration statement, the Company shall have the right to deliver\nputs to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice.\nThe maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred percent (200%) of\nthe average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put,\nso long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its\naffiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would\nresult in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each\nput 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\nthe ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS and one hundred twelve and one-half\npercent (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\nthan ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). Puts may be delivered by the Company to GHS until\nthe earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has\npurchased an aggregate of $3,000,000 worth of put shares. Either party shall have the option to terminate the Financing Agreement for\nany reason or for no reason by delivering ninety (90) calendar days written notice to the other party.\n\n \n\nUpon\nexecution of the Financing Agreement, the Company issued to GHS 980,713 restricted shares of its common stock as commitment shares representing\n0.5% of the Commitment Amount calculated at a price equal to 95% of the volume weighted average price on the trading day preceding the\nexecution of the GHS Financing Agreement. The commitment shares shall be registered for resale in the registration statement.\n\n \n\nPursuant\nto the Registration Rights Agreement, the Company agreed to use its best efforts to file a registration statement on Form S-1 within\nthirty (30) calendar days after execution of the Registration Rights Agreement to register the shares issued or issuable under the Financing\nAgreement, and to use commercially reasonable efforts to have the registration statement effective within thirty (30) calendar days of\nfiling with the Securities and Exchange Commission, but no more than 90 calendar days after filing.\n\n \n\nThe\nforegoing information is a summary of the Financing Agreement, and the Registration Rights Agreement involved in the transaction described\nabove, is not complete, and is qualified in its entirety by reference to the full text of the Financing Agreement and the Registration\nRights Agreement, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the Financing Agreement and\nthe Registration Rights Agreement for a complete understanding of the terms and conditions of the transaction described above."}