Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2026, NewHydrogen, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with SunHydrogen, Inc., a Nevada corporation (the "Purchaser"), pursuant to which the Company agreed to issue and sell to the Purchaser (i) 203,650,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $0.01473 per share, and (ii) a Common Stock purchase warrant (the "Warrant") to purchase up to 407,300,000 shares of Common Stock (the "Warrant Shares"). The aggregate purchase price for the Shares and the Warrant was $2,999,764.50. The transaction closed on October 26, 2026.

The Warrant is exercisable for cash immediately upon issuance at an exercise price of $0.016203 per share and expires on October 23, 2031. Upon certain fundamental transactions, the holder may require the Company or any successor entity to purchase the unexercised portion of the Warrant for an amount equal to its Black Scholes Value (as defined in the Warrant).

The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations. The Company intends to use the net proceeds for general corporate purposes, including working capital.

The foregoing descriptions of the Purchase Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Warrant and the Purchase Agreement, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties. Investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares, the Warrant and the Warrant Shares were offered and sold, and the Warrant Shares will be issued, without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Purchaser represented that it is an "accredited investor," as defined in Regulation D, and that it is acquiring the securities for its own account and not with a view to distribution in violation of the Securities Act. The securities were not offered by means of any general solicitation or general advertising. The securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of the Company.