Item 1.01 Entry into a Material Definitive Agreement.
On February 4, 2021, SunHydrogen, Inc. (the “Company”)
entered into a purchase agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”). Under the
Purchase Agreement, the Company may sell, in its discretion (subject to the terms and conditions of the Purchase Agreement) up
to an aggregate of $25,000,000 of common stock to GHS.
The Company has the right, in its sole discretion, subject to
the conditions and limitations in the Purchase Agreement, to direct GHS, by delivery of a purchase notice from time to time (a
“Purchase Notice”) to purchase (each, a “Purchase”) over the 12-month term of the Purchase Agreement, a
minimum of $100,000 and up to a maximum of $5,000,000 (the “Purchase Amount”) of shares of common stock (the “Purchase
Shares”) for each Purchase Notice, provided that the parties may agree to waive such limitation, and provided further that,
the initial Purchase Amount will be $7,000,000.The number of Purchase Shares the Company will issue under each Purchase will be
equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the
Purchase Agreement). The “Purchase Price” is defined as 90% of the lowest end-of-day volume weighted average price
of the common stock for the five consecutive business days immediately preceding the purchase date, including the purchase date.
The Purchase Agreement prohibits the Company from directing
GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company’s common
stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at
any single point in time, of more than 4.99% of the then total outstanding shares of the Company’s common stock.
There are no trading volume requirements or restrictions under
the Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to GHS. Except for the
initial Purchase Notice, the Company may not deliver a Purchase Notice prior to five business days from the most recent receipt
by GHS’s broker of Purchase Shares, except as the parties may otherwise agree. The Company may at any time in its sole discretion
terminate the Purchase Agreement.
If an event of default (as defined under the Purchase Agreement)
(all of which are outside the control of GHS) occurs and is continuing, the Company may not deliver to GHS any Purchase Notice.
The Company will pay a finder’s fee to J.H. Darbie &
Co., Inc. of 4% of the net proceeds the Company receives from sales of its common stock to GHS under the Purchase Agreement.
The shares were offered, and will be issued, pursuant to the
Prospectus Supplement, dated February 4, 2021, to the Prospectus included in the Company’s Registration Statement on Form
S-3 (Registration No. 333-252523) filed with the Securities and Exchange Commission on January 28, 2021.
GHS was also the purchaser under a securities purchase agreement with the Company dated September 21, 2020.
Sichenzia Ross Ference LLP, counsel to
the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the offering. A copy
of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Purchase
Agreement is qualified in its entirety by reference to Exhibit 10.1 attached hereto and incorporated herein by reference.