Hadron Energy Inc美股招股说明书(2026-08-10版)

Up to 28,719,000 Shares of Common StockUp to 57,432,395 Shares of Common Stock by the Selling Securityholders3,719,000 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No.1”) updates and supplements the prospectus dated June15, 2026 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No.333-296796). This prospectus supplement is being filed to update andsupplement the information in the Prospectus related to information contained in the following reports of the Company: •The Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on August10, 2026,which is attached hereto. This Supplement No.1 updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Supplement No.1 should be read inconjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Supplement No.1, you should relyon the information in this Supplement No.1. 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 uncertaintiesthat are described under the heading “Risk Factors” beginning on page 15 of the Prospectus and in any applicableprospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus orthis Supplement No.1 or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2026 Hadron Energy, Inc.(Exact name of registrant as specified in its charter) 33-4336458(IRS EmployerIdentification No.) 001-42262(CommissionFile Number) 3 Twin Dolphin Drive, Ste 260Redwood City, CA 94065(Address of principal executive offices, including zip code) (650) 276-7040(Registrant’s telephone number, including area code) 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 thefollowing 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 Section12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. On August4, 2026, Hadron Energy, Inc., a Delaware corporation (the “Company”) appointed Eric Williams, age 51, as the Executive Vice President ofEngineering, effective upon the commencement of his employment with the Company on August31, 2026. Mr.Williams will join the Company from TerraPower, a nuclear reactor design and development engineering company, where he most recently servedas Executive Vice President and Chief Operating Officer. Prior to serving as Executive Vice President and Chief Operating Officer, Mr.Williams servedas Senior Vice President& Design Authority from 2022 to 2025 and as Vice President of Engineering from 2020 to 2022, both roles at TerraPower.Mr.Williams brings three decades of advanced reactor engineering leadership, operational excellence, and first-of-a-kind reactor commercializationexperience. In connection with his appointment, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of theCompany, approved a base salary and target bonus (together, the “Compensation”) for Mr.Williams. Mr.Williams shall have the opportunity to earn anannual bonus (“Annual Bonus”) under an executive incentive plan that is still to be established by the Board and which will be applicable to executivesof the Company generally, with the actual amount of