424B3

424B3 1 hdrn_424b3_q2_2026.htm 424B3 424B3




Prospectus Supplement No. 2						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. 2”) 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 Quarterly Report on Form 10-Q for the three months ended June 30, 2026 as filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2026, which is attached hereto.

This Supplement No. 2 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. 2 should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Supplement No. 2, you should rely on the information in this Supplement No. 2.

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. 2 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 August 14, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission File Number: 001-42262

Hadron Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	33-4336458
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3 Twin Dolphin Drive, Ste 260 Redwood City, CA	94065
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 276-7040

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	HDRN	The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	HDRNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 10, 2026, the registrant had 71,498,842 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II.	OTHER INFORMATION	23

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

HADRON ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share amounts)


	June 30, 2026			December 31, 2025
Assets
Current assets:
Cash	$	22,217		$	1,757
Prepaid expenses and other current assets		883			333
Total current assets		23,100			2,090
Property and equipment, net		31			37
Operating lease right-of-use assets		-			81
Other assets		-			6
Deferred transaction costs		-			1,875
Total assets	$	23,131		$	4,089
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	937		$	98
Accrued expenses		805			17,383
Operating lease liabilities, current portion		-			38
Total current liabilities		1,742			17,519
Warrant liabilities		2,151			-
Operating lease liabilities		-			12
Simple Agreements for Future Equity		-			46,358
Total liabilities		3,893			63,889
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit):
Common stock: $0.0001 par value; 615,000,000 and 99,997,946 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 70,220,020 and 46,066,754 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		7			5
Additional paid-in capital		60,673			12,563
Accumulated deficit		(41,442	)		(72,368	)
Total stockholders’ equity (deficit)		19,238			(59,800	)
Total liabilities and stockholders’ equity (deficit)	$	23,131		$	4,089

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HADRON ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands, except share and per share amounts)


	Three months ended June 30,						Six months ended June 30,
	2026			2025			2026			2025
Operating expenses
General and administrative	$	1,983		$	373		$	3,546		$	522
Research and development		1,154			24			1,597			30
Stock-based compensation		7,900			595			10,634			604
Depreciation		5			1			6			1
Change in fair value of legal settlement liability		(4,911	)		-			(9,601	)		-
Total operating expenses		6,131			993			6,182			1,157
Loss from operations		(6,131	)		(993	)		(6,182	)		(1,157	)
Other income (loss)