Hadron Energy, Inc.

Previous wording

We have incurred operating losses since our inception, including an operating loss of $6,182 thousand for the six months ended June 30, 2026 and net loss of $6,982 thousand for the six months ended June 30, 2025. As of June 30, 2026 , the Company had cash of $22,217 thousand and accumulated deficit of $41,442 thousand; and for the six months ended June 30, 2026, negative cash flows from operations of $4,382 thousand. Although we recorded net income of $30,926 thousand for the six months ended June 30, 2026, this was primarily attributable to non-cash gains of $31,846 thousand, $9,601 thousand and $5,262 thousand recognized upon the remeasurement of our SAFE liability, legal settlement liability and warrant liability respectively. Since inception, the Company has incurred and expects to continue to incur net losses and negative operating cash flow.

Current wording

We have incurred operating losses since our inception, including an operating loss of $12,149 thousand for the nine months ended September 30, 2026 and net loss of $31,198 thousand for the nine months ended September 30, 2025. As of September 30, 2026, the Company had cash of $19,667 thousand and accumulated deficit of $46,866 thousand; and for the nine months ended September 30, 2026, negative cash flows from operations of $6,932 thousand. Although we recorded net income of $25,502 thousand for the nine months ended September 30, 2026, this was primarily attributable to non-cash gains of $31,846 thousand, $9,601 thousand and $5,680 thousand recognized upon the remeasurement of our SAFE liability, legal settlement liability and warrant liability, respectively. Since inception, the Company has incurred and expects to continue to incur net losses and negative operating cash flow.

Previous wording

Sales of a substantial number of shares of common stock in the public market, including the resale of the shares of common stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Current wording

Sales of a substantial number of shares of common stock in the public market, including the resale of the shares of common stock held by our stockholders pursuant to our resale registration statement on Form S-1 or pursuant to Rule 144, could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Previous wording

All shares issued as merger consideration in the Business Combination are freely tradable without registration under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 under the Securities Act), including our directors, executive officers and other affiliates. We have registered in this resale registration statement on Form S-1 securities held by certain of our stockholders who have the right, subject to certain conditions, to require us to register the sale of their shares of common stock under the Securities Act, pursuant to the terms of the Amended and Restated Registration Rights Agreement entered into in connection with the Business Combination. Registration Rights Holders holding at least a majority in interest of the registrable securities are entitled to make a written demand for registration under the Securities Act of all or part of their registrable securities, up to a total of three such demands, and also have “piggy-back” registration rights. The sale of a large number of shares by these stockholders could cause the prevailing market price of shares of our common stock to decline. Significant sales of shares of common stock may have negative pressure on the public trading price of our common stock.

Current wording

All shares issued as merger consideration in the Business Combination are freely tradable without registration under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 under the Securities Act), including our directors, executive officers and other affiliates. We have registered for resale on a registration statement on Form S-1 securities held by certain of our stockholders who have the right, subject to certain conditions, to require us to register the sale of their shares of common stock under the Securities Act, pursuant to the terms of the Amended and Restated Registration Rights Agreement entered into in connection with the Business Combination. Registration Rights Holders holding at least a majority in interest of the registrable securities are entitled to make a written demand for registration under the Securities Act of all or part of their registrable securities, up to a total of three such demands, and also have “piggy-back” registration rights. The sale of a large number of shares by these stockholders could cause the prevailing market price of shares of our common stock to decline. Significant sales of shares of common stock may have negative pressure on the public trading price of our common stock.