Filed
pursuant to Rule 424(b)(5)
Registration
Nos. 333-252523
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated February 3, 2021)
95,238,096
Shares of Common Stock
Warrants
to Purchase 71,428,572 Shares of Common Stock
Placement
Agent Warrants to Purchase 6,666,667 Shares of Common Stock
78,095,239
Shares of Common Stock Underlying Warrants and Placement Agent Warrants
SunHydrogen,
Inc. is offering 95,238,096 shares of its common stock and warrants to purchase up to an aggregate of 71,428,572 shares of our
common stock to an institutional investor. The warrants have an exercise price of $0.12 per share and will be exercisable for
a period of five years commencing upon issuance. We are also offering the shares of common stock that are issuable from time to
time upon exercise of the warrants being offered by this prospectus supplement and the accompanying prospectus.
Our
common stock trades on the OTC Pink under the symbol, “HYSR.” On February 23, 2021, the last reported sales price
of our common stock on the OTC Pink was $0.135 per share. There is no established trading market for the warrants and we do not
intend to list the warrants on any securities exchange or nationally recognized trading system.
Investing
in our securities involves significant risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement
and in the documents incorporated by reference into this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
We
have engaged H.C. Wainwright & Co., LLC, or the placement agent, as our exclusive placement agent in connection with this
offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of
any specific number or dollar amount of securities. We have agreed to pay the placement agent the placement agent fees set
forth in the table below. Pursuant to this prospectus supplement and the accompanying prospectus, we will also issue warrants
to purchase up to 6,666,667 shares of common stock (the “Placement Agent Warrants”) to the placement agent, or its
designees, as part of the compensation payable to the placement agent (the shares of common stock issuable upon exercise of the
Placement Agent Warrants are also being registered hereby). The Placement Agent Warrants will have an exercise price of $0.13125
per share and will expire five years from the commencement of sales in this offering. See “Plan of Distribution” for
more information regarding these arrangements.
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Combined Per
Share and
0.75 of one Warrant
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Total
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Offering price
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$
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0.105
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$
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10,000,000
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Placement agent fees (1)
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$
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0.00735
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$
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700,000
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Proceeds, before expenses, to us
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$
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0.09765
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$
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9,300,000
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(1)
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In addition, we have agreed to pay the placement
agent for certain expenses. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement for
additional information with respect to the compensation we will pay the placement agent.
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Delivery
of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be occur
on or about March 1, 2021.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is February 24, 2021.
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
PROSPECTUS
You
should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying prospectus.
Neither we nor the placement agent have authorized anyone to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do
not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement
and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation. You should assume
that the information contained in this prospectus supplement or the accompanying prospectus, or any document incorporated by reference
in this prospectus supplement or the accompanying prospectus, is accurate only as of the date of those respective documents. Neither
the delivery of this prospectus supplement nor any distribution of securities pursuant to this prospectus supplement shall, under
any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference
into this prospectus supplement or in our affairs since the date of this prospectus supplement. Our business, financial condition,
results of operations and prospects may have changed since that date.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of
securities. The second part is the accompanying prospectus, which provides more general information, some of which may not apply
to this offering. The information included or incorporated by reference in this prospectus supplement also adds to, updates and
changes information contained or incorporated by reference in the accompanying prospectus. If information included or incorporated
by reference in this prospectus supplement is inconsistent with the accompanying prospectus or the information incorporated by
reference therein, then this prospectus supplement or the information incorporated by reference in this prospectus supplement
will apply and will supersede the information in the accompanying prospectus and the documents incorporated by reference therein.
This
prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process, under the Securities Act of 1933, as amended (the “Securities Act”).
Under
the shelf registration process, we may from time to time offer and sell any combination of the securities described in the accompanying
prospectus up to a total dollar amount of $100,000,000, of which this offering is a part.
In
this prospectus supplement and the accompanying prospectus, unless the context otherwise requires, references to “SunHydrogen,”
the “Company,” “we,” “our,” or “us,” refer to SunHydrogen, Inc. unless the context
suggests otherwise.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information about our company, this offering and information appearing elsewhere in this prospectus
supplement, in the accompanying prospectus, and in the documents we incorporate by reference. This summary is not complete and
does not contain all the information that you should consider before investing in our securities. You should read this entire
prospectus supplement and the accompanying prospectus carefully, including the “Risk Factors” contained in this prospectus
supplement beginning on page S-6, and the risk factors, financial statements and notes incorporated by reference herein, before
making an investment decision. This prospectus supplement may add to, update or change information in the accompanying prospectus.
Company
Overview
At
SunHydrogen, our goal is to replace fossil fuels with clean renewable hydrogen.
We
refer to our technology as the SunHydrogen panel which is comprised of the following components:
1. The
Generator Housing - Novel device design is the first of its type to safely separate oxygen and hydrogen in the water splitting
process without sacrificing efficiency. This device houses the water, the solar particles/cells and is designed with inlets and
outlets for water and gasses. Utilizing a novel ion-exchange membrane strategy for separating the oxygen side from the hydrogen
side, ion transport is increased which is the key to safely increasing solar-to-hydrogen efficiency. Our design can be scaled
up and manufactured for commercial use.
2. The
NanoParticle or Solar Cell - Our patented nanoparticle consists of billions of tiny solar cells capped with catalysts that are
electrodeposited into one tiny structure to provide the charge that splits the water molecule when the sun excites the electron.
3. Oxygen
Evolution Catalyst - This proprietary catalyst developed at the University of Iowa lab is uniformly applied onto the solar cell
or nanoparticle and efficiently oxidize water molecule to generate oxygen gas. The oxygen evolution catalyst must be robust to
withstand the long operating hours of the hydrogen generation device to ensure long lifetime. It must be stable in alkaline, neutral
and acidic environments.
4. Hydrogen
Evolution Catalyst - Necessary for collecting electrons to reduce protons for generating hydrogen gas, we have successfully integrated
a low-cost hydrogen catalyst into our generator system successfully coating a triple junction solar cell with a catalyst comprised
primarily of ruthenium, carbon and nitrogen that can function as well as platinum, the current catalyst used for hydrogen production.
5. Coating
Technologies - Two major coating technologies were developed to protect the nanoparticles and solar cells from photocorrosion
under water. A transparent conducive coating to protect our nanoparticles and solar cells from photo corrosion and efficiently
transfer charges to catalysts for oxygen and hydrogen evolution reactions. A polymer combination that protects the triple junction
solar cells from any corrosive water environments for long lifetime of the hydrogen generation device.
In
the process of optimizing our nanoparticles to be efficient and only during experimentation with earth abundant materials (an
ongoing process), we experimented with commercially available triple junction silicon solar cells to perform tests with our generator
housing and other components. Through this experimentation, our discovery led us to believe that we could bring a system (Gen
1) to market utilizing these readily available cells while our nanoparticles are still being optimized. While these solar cells
also absorb the sunlight and produce the necessary charge for splitting the water molecules into hydrogen and oxygen, their efficiency
is low, thus we have made the strategic decision to focus on our NanoParticle strategy (Gen 2) and use these hydrogen generators
for proof of concept and demonstration purposes only. We anticipate these hydrogen panels will be demonstrated in various parts
of the world to as further proof of concept of our technology and to promote our nanoparticle technology that will be more efficient
and economical.
Our
business and commercialization plan utilizes our second generation of hydrogen panels featuring the nanoparticle based technology
where billions of autonomous solar cells are electrodeposited onto porous alumina sheets and manufactured in a roll to roll process
or wafer process and inserted into our proprietary panels. For this generation, we have received multiple patents and it is estimated
that it will produce hydrogen for less than $4 per kilogram before pressurization.
Now ready to take our
technology out of the lab, we are working with several vendors to help commercialize and manufacture our renewable hydrogen panels
that use sunlight and water to generate hydrogen. Recently we entered into a cooperation agreement with Schmid Group of Germany
to design and define a process platform that enables mass manufacturing of SunHydrogen’s Gen 2 NanoParticle hydrogen panels.
We
anticipate that the SunHydrogenH2Generator will be a self-contained renewable hydrogen production system that requires only sunlight
and any source of water. As a result, it can be installed almost anywhere to produce hydrogen fuel at or near the point of distribution,
for local use. We believe this model of hydrogen production addresses one of the biggest challenges of using clean hydrogen fuel
on a large scale - the transportation of hydrogen.
Our
principal executive offices are located at 10 E. Yanonali, Suite 36, Santa Barbara, CA 93101. Our telephone number is (805) 966-6566.
We maintain an Internet website at www.sunhydrogen.com. The information contained on, connected to or that can be accessed via
our website is not part of this prospectus. We have included our website address in this prospectus as an inactive textual reference
only and not as an active hyperlink.
THE
OFFERING
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Securities
we are offering
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95,238,096
shares of common stock and warrants to purchase 71,428,572 shares of common stock. The warrants will have an exercise price
of $0.12 per share and will be exercisable for a period of five years commencing upon issuance. We are also offering the shares
of common stock issuable upon exercise of the warrants.
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Placement
Agent Warrants
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This prospectus
also registers warrants to purchase up to 6,666,667 shares of our common stock we will issue to the placement agent or its
designees, as a portion of the placement agent’s compensation in connection with this offering, and the shares of common stock
underlying such warrants. The Placement Agent Warrants will be exercisable commencing upon issuance and will expire five years
from the commencement of sales under this offering at an exercise price of $0.13125 (125% of the offering price per share
and 0.75 of one warrant). Please see “Plan of Distribution” for a description of these warrants.
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Common
stock to be outstanding after this offering
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3,163,568,029 shares
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Offering price
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$0.105 combined per share and 0.75 of one warrant
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Use of proceeds
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We estimate the net proceeds to us from this offering will be approximately
$9.1 million, after deducting placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds
from the sale of the securities offered by this prospectus to accelerate the development of our breakthrough nanoparticle hydrogen
generation technology, for working capital and general corporate purposes, and at the Company’s discretion, to redeem shares
of common stock of the Company (and/or options to purchase shares of common stock of the Company) held by officers, directors and/or
consultants of the Company, in the amount of up to $3.0 million.
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Prohibitions on subsequent equity sales and
variable rate transactions.
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Pursuant to the purchase agreement with the
purchaser, we are prohibited from entering into any agreement to issue or announcing the issuance or proposed issuance of
any shares of common stock or securities convertible or exercisable into common stock, subject to certain exceptions, for
a period commencing on the date of the purchase agreement and expiring 15 days from the closing date of the offering.
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Pursuant to the purchase agreement, we are prohibited
from effecting any variable rate transaction (as defined in the purchase agreement), subject to certain exceptions, for a
period commencing on the date of the purchase agreement and expiring one year from the closing date of the offering.
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OTC Pink symbol for common stock
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Our common stock is quoted on the OTC Pink under the symbol “HYSR.”
There is no established trading market for the warrants or the Placement Agent Warrants and we do not intend to list the warrants
or the Placement Agent Warrants on any securities exchange or nationally recognized trading system.
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Risk factors
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Investing in our securities involves significant
risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement.
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The
number of shares of common stock outstanding after the offering is based on 3,068,329,933 shares of common stock outstanding as
of February 24, 2021 and excludes, as of that date:
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●
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186,000,000
shares of our common stock issuable upon exercise of outstanding stock options, with
a weighted average exercise price of $0.01 per share;
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●
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shares
of common stock issuable upon conversion of convertible notes in the aggregate amount
of $1,566,147 (including accrued interest) convertible into common stock at variable
conversion prices;
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●
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16,800,000
shares of common stock issuable upon exercise of outstanding warrants, with an exercise
price of $0.0938;
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●
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71,428,572
shares of common stock issuable upon exercise of warrants with an exercise price of $0.12
issuable to the investor in this offering; and
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●
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6,666,667
shares of common stock issuable upon exercise of warrants, with an exercise price of
$0.13125, issuable to the placement agent or its designees as compensation in connection
with this offering.
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RISK
FACTORS
Any
investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below and
all of the information contained or incorporated by reference in this prospectus, including the risk factors described in our
Annual Report on Form 10-K for the year ended June 30, 2020, and in our Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 2020, before deciding whether to purchase the securities offered hereby. Our business, financial condition,
results of operations and prospects could be materially and adversely affected by these risks.
You
will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the
future.
You
will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of 95,238,096
shares offered in this offering at the offering price of $0.105 per share, and after deducting placement agent fees and estimated
offering expenses payable by us, the investor in this offering can expect an immediate dilution of $0.151 per share. See “Dilution.”
Because
we will have broad discretion and flexibility in how we use the net proceeds from this offering, we may use the net proceeds in
ways in which you disagree.
We currently intend to use the net proceeds from this offering
to accelerate the development of our breakthrough nanoparticle hydrogen generation technology, for working capital and general
corporate purposes, and at the Company’s discretion, to redeem shares of common stock of the Company (and/or options to purchase
shares of common stock of the Company) held by officers, directors and/or consultants of the Company, in the amount of up to $3.0
million. See “Use of Proceeds.” Our management will have significant discretion and flexibility in applying the net
proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately.
The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition,
operating results and cash flow.
Additional
stock offerings in the future may dilute then existing stockholders’ percentage ownership of our company.
Given
our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of
common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible
notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of
then existing stockholders.
The
warrants are speculative in nature.
Except
as otherwise set forth in the warrants, the warrants do not confer any rights of common stock ownership on their holders, such
as voting rights, but rather merely represent the right to acquire shares of common stock at a fixed price for a limited period
of time. Specifically, for a period of five years commencing upon issuance, holders of the warrants may exercise their right to
acquire the common stock and pay an exercise price of $0.12 per share. Moreover, the market value of the warrants is uncertain
and the warrants will not be listed or quoted for trading on any market or exchange. There can be no assurance that the market
price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever
be profitable for holders of the warrants to exercise the warrants.
FORWARD-LOOKING
INFORMATION
This
prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein contain or
incorporate forward-looking statements. These forward-looking statements reflect management’s beliefs and assumptions. In
addition, these forward-looking statements reflect management’s current views with respect to future events or our financial
performance, and involve certain known and unknown risks, uncertainties and other factors, including those identified below, which
may cause our or our industry’s actual or future results, levels of activity, performance or achievements to differ materially
from those expressed or implied by any forward-looking statements or from historical results. Forward-looking statements include
information concerning our possible or assumed future results of operations and statements preceded by, followed by, or that include
the words “may,” “will,” “could,” “would,” “should,” “believe,”
“expect,” “plan,” “anticipate,” “intend,” “estimate,” “predict,”
“potential” or similar expressions.
Forward-looking
statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which
we might not even anticipate. Although we believe that the expectations reflected in the forward-looking statements are based
upon reasonable assumptions at the time made, we can give no assurance that the expectations will be achieved. Future events and
actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements.
The
factors described under “Risk Factors” in this prospectus supplement and in any documents incorporated by reference
herein, and other factors could cause our or our industry’s future results to differ materially from historical results
or those anticipated or expressed in any of our forward-looking statements. We operate in a continually changing business environment,
and new risk factors emerge from time to time. Other unknown or unpredictable factors also could have material adverse effects
on our future results, performance or achievements. We cannot assure you that projected results or events will be achieved or
will occur.
You
should read this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein
completely and with the understanding that our actual future results may be materially different from what we expect. Any forward-looking
statement speaks only as of the date of this prospectus supplement. We do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required by law.
USE
OF PROCEEDS
We estimate that the net proceeds from this
offering, after deducting placement agent fees and estimated offering expenses payable by us, will be approximately $9.1 million.
We intend to use the net proceeds from the sale
of the securities offered by this prospectus supplement and accompanying prospectus to accelerate the development of our breakthrough
nanoparticle hydrogen generation technology, for working capital and general corporate purposes, and at the Company’s discretion,
to redeem shares of common stock of the Company (and/or options to purchase shares of common stock of the Company) held by officers,
directors and/or consultants of the Company, in the amount of up to $3.0 million.
Until
we use the net proceeds of this offering for the above purposes, we intend to invest the funds in short-term, investment grade,
interest-bearing securities. We cannot predict whether the proceeds invested will yield a favorable return. We have not yet determined
the amount or timing of the expenditures for the categories listed above, and these expenditures may vary significantly depending
on a variety of factors. As a result, we will retain broad discretion over the use of the net proceeds from this offering.
CAPITALIZATION
The
following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2020. Such information
is set forth on the following basis:
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●
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on an actual basis; and
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●
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on a pro forma as adjusted basis, giving effect to (i) our sale, between February 4, 2021 and February 19, 2021, of an aggregate of 83,452,063 shares of common stock under our purchase agreement, dated February 4, 2021, with GHS Investments, LLC (the “GHS Agreement”) for aggregate gross proceeds of $12,000,000 after deducting estimated offering expenses, (ii) our issuance of 132,000,000 shares of common stock on February 12, 2021, upon the exercise of warrants with an exercise price of $0.075, after deducting estimated expenses for the registration and issuance of the shares, and (iii) the sale of the 95,238,096 shares of common stock and 71,428,572 warrants in this offering at a combined offering price of $0.105 per share and 0.75 of one warrant, after deducting placement agent fees and estimated offering expenses.
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You
should read this table together with the section of this prospectus supplement entitled “Use of Proceeds” and with
the financial statements and related notes and the other information that we incorporate by reference into this prospectus supplement
and the accompanying prospectus.
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As of December 31,
2020
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Actual
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Pro forma as adjusted
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Cash
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$
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17,365,568
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$
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47,813,918
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Total liabilities
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$
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185,364,515
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$
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185,364,515
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Shareholders’ deficit:
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Preferred Stock, par value $0.001 per share; 5,000,000 shares authorized; 0 shares issued and outstanding
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--
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--
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Common Stock, par value $0.001 per share; 5,000,000,000 shares authorized; 2,677,059,455 shares outstanding actual; 2,987,749,614 shares outstanding pro forma as adjusted
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2,677,059
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2,987,750
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Additional paid-in capital
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48,269,731
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78,407,390
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Accumulated deficit
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(218,804,540
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)
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(218,804,540
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)
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Total shareholders’ deficit
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(167,857,750
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)
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(137,409,400
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)
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The
information above is as of December 31, 2020 and excludes (except as otherwise set forth), as of such date:
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196,000,000
shares of our common stock issuable upon exercise of outstanding stock options, with
a weighted average exercise price of $0.01 per share;
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shares
of common stock issuable upon conversion of convertible notes in the aggregate amount
of $1,793,660 (including accrued interest) convertible into common stock at variable
conversion prices;
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●
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148,800,000
shares of common stock issuable upon exercise of outstanding warrants, including 132,000,000
warrants with an exercise price of $0.075, and 16,800,000 warrants with an exercise price
of $0.0938;
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●
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71,428,572
shares of common stock issuable upon exercise of warrants with an exercise price of $0.12
issuable to the investor in this offering; and
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●
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6,666,667
shares of common stock issuable upon exercise of warrants, with an exercise price of
$0.13125, issuable to the placement agent or its designees as compensation in connection
with this offering.
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DILUTION
If
you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the offering
price per share and the pro forma as adjusted net tangible book value per share of our common stock after this offering.
Our
net tangible book value as of December 31, 2020 was approximately ($167.9) million, or ($0.063) per share. “Net tangible
book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share”
is net tangible book value divided by the total number of shares outstanding.
Our pro forma net tangible book value as of
December 31, 2020, after giving effect to (i) our sale, between February 4, 2021 and February 19, 2021, of an aggregate of 83,452,063
shares of common stock under the GHS Agreement for aggregate gross proceeds of $12,000,000 after deducting estimated offering expenses,
and (ii) our issuance of 132,000,000 shares of common stock on February 12, 2021, upon the exercise of warrants with an exercise
price of $0.075, after deducting estimated expenses for the registration and issuance of the shares, was approximately ($146.5)
million or ($0.051) per share.
After
giving effect to the sale of the 95,238,096 shares of common stock in this offering at the offering price of $0.105 per share
(without attributing any value to the warrants being offered in this offering) and after deducting placement agent fees and estimated
offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2020 would have been approximately
($137.5) million or ($0.046) per share of common stock. This represents an immediate increase in net tangible book value of $0.005
per share to our existing stockholders and an immediate dilution in net tangible book value of $0.151 per share to the investor
in this offering. The following table illustrates this dilution per share to the investor in this offering:
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Offering price per share
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$
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0.105
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Pro forma net tangible book value per share as of December 31, 2020
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$
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(0.051
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)
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Increase per share attributable to this offering
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$
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0.005
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Pro forma as adjusted net tangible book value per share as of December 31, 2020 after this offering
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$
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(0.046
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)
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Dilution per share to new investor participating in this offering
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$
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0.151
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The
information above is as of December 31, 2020 and excludes (except as otherwise set forth), as of such date:
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●
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196,000,000
shares of our common stock issuable upon exercise of outstanding stock options, with
a weighted average exercise price of $0.01 per share;
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●
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shares
of common stock issuable upon conversion of convertible notes in the aggregate amount
of $1,793,660 (including accrued interest) convertible into common stock at variable
conversion prices;
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●
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148,800,000
shares of common stock issuable upon exercise of outstanding warrants, including 132,000,000
warrants with an exercise price of $0.075, and 16,800,000 warrants with an exercise price
of $0.0938;
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●
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71,428,572
shares of common stock issuable upon exercise of warrants with an exercise price of $0.12
issuable to the investor in this offering; and
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|
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●
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6,666,667
shares of common stock issuable upon exercise of warrants, with an exercise price of
$0.13125, issuable to the placement agent or its designees as compensation in connection
with this offering.
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DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
In
this offering, we are offering 95,238,096 shares of our common stock together with warrants to purchase up to an aggregate of
71,428,572 shares of our common stock at the combined offering price of $0.105 per share and 0.75 of one warrant. Each warrant
is exercisable for a period of five years commencing upon issuance. This prospectus supplement also includes the offering of the
shares of common stock issuable upon exercise of the offered warrants.
Common
Stock
The
material terms and provisions of our common stock are described under the caption “Description of Common Stock” beginning
on page 3 of the accompanying prospectus.
Warrants
The
following is a brief summary of certain terms and conditions of the warrants and is subject in all respects to the provisions
contained in the warrants.
The
warrants will be issued as an individual warrant agreement to the investor in this offering. You should review the form of warrant,
filed as an exhibit to the Current Report on Form 8-K filed with the SEC in connection with this offering, for a complete description
of the terms and conditions applicable to the warrants. The following brief summary of the material terms and provisions of the
warrants offered pursuant to this prospectus is subject to, and qualified in its entirety by, the form of warrant.
The
warrants will be exercisable for a period of five years commencing upon issuance, expected to be on or about March 1, 2021. The
warrants will be exercisable, at the option of the holder, in whole or in part by delivering to us a duly executed exercise notice
and, at any time a registration statement registering the issuance or resale of the shares of common stock underlying the warrants
under the Securities Act is effective and available for the issuance or resale of such shares, by payment in full in immediately
available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering
the issuance or resale of the shares of common stock underlying the warrants under the Securities Act is not effective or available
for the issuance or resale of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless
exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according
to the formula set forth in the warrant. No fractional shares of common stock will be issued in connection with the exercise of
a warrant. In lieu of fractional shares, we will round up to the next whole share or pay the holder an amount in cash equal to
the fractional amount multiplied by the exercise price.
The
exercise price per whole share of common stock purchasable upon exercise of the warrants is $0.12 per share of common stock. The
exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting our common stock.
Subject
to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder (together
with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s
affiliates) would beneficially own a number of shares of common stock in excess of 4.99% of the shares of our common stock then
outstanding after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that,
upon notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event
shall the Beneficial Ownership Limitation exceed 9.99% and any increase in the Beneficial Ownership Limitation will not be effective
until 61 days following notice of such increase from the holder to us.
In
the event of a Fundamental Transaction (as defined in the warrants), the holder will have the right to receive, for each underlying
share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the holder, the number of shares of common stock of the surviving corporation, and/or any additional
consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which
the warrant is exercisable immediately prior to such fundamental transaction. In addition, in certain circumstances, upon a fundamental
transaction, the holder will have the right to require us to repurchase its warrants at the Black-Scholes value; provided, however,
that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s
board of directors, then the holder will only be entitled to receive the same type or form of consideration (and in the same proportion),
at the Black-Scholes Value of the unexercised portion of the warrant, that is being offered and paid to the holders of common
stock of the Company in connection with the Fundamental Transaction.
If,
at any time while the warrants are outstanding, we issue rights, options or warrants to all holders of our common stock entitling
them to purchase our common stock, warrants, securities or other property, then the holders of the warrants will be entitled to
acquire those rights, options and warrants on the basis of the number of shares of common stock acquirable upon complete exercise
of the warrants (without regard to any limitations on exercise thereof, including without limitation, the beneficial ownership
limitation).
If,
at any time while the warrants are outstanding, we make a dividend or distribution of assets or rights to acquire assets to all
holders of our common stock, the holders of the warrants will be entitled to participate in the dividend or distribution of assets
or rights to acquire assets on the basis of the number of shares of common stock acquirable upon complete exercise of the warrants
(without regard to any limitations on exercise thereof, including without limitation, the beneficial ownership limitation).
There
is no established trading market for the warrants and we do not intend to list the warrants on any securities exchange or nationally
recognized trading system.
Except
as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holder
of a warrant will not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder
exercises the warrant.
Placement
Agent Warrants
This
prospectus also includes the Placement Agent Warrants and the shares of common stock underlying the Placement Agent Warrants.
See “Plan of Distribution.”
PLAN
OF DISTRIBUTION
Pursuant
to an engagement letter dated as of November 30, 2020, as amended, we have retained H.C. Wainwright & Co., LLC (“Wainwright”
or the “placement agent”) to act as our exclusive placement agent in connection with this offering. Under the terms
of the engagement letter, Wainwright is not purchasing the securities offered by us in this offering, and is not required to sell
any specific number or dollar amount of securities, but will assist us in this offering on a reasonable best efforts basis. The
terms of this offering were subject to market conditions and negotiations between us, Wainwright and the prospective investor.
Wainwright will have no authority to bind us by virtue of the engagement letter. Further, Wainwright does not guarantee that it
will be able to raise new capital in any prospective offering. Wainwright may engage sub-agents or selected dealers to assist
with this offering. We may not sell the entire amount of our securities offered pursuant to this prospectus supplement and accompanying
prospectus.
Wainwright
proposes to arrange for the sale of the securities we are offering pursuant to this prospectus supplement and accompanying prospectus
to an investor through a securities purchase agreement directly between the purchaser and us. We will only sell to an investor
who has entered into the securities purchase agreement.
Delivery
of the shares of common stock and accompanying warrants offered hereby is expected to occur on or about March 1, 2021, subject
to satisfaction of certain closing conditions.
We have agreed to pay the placement agent a
cash fee of 7.0% of the gross proceeds the Company receives in the offering. We also agreed to pay the placement agent, (i) a management
fee equal to 1.0% of the gross proceeds raised in the offering; (ii) $35,000 for non-accountable expenses; and (iii) closing costs
of $6,650.
We
estimate the total expenses of this offering paid or payable by us, other than the placement agent fees and expense reimbursements,
will be approximately $75,000.
In addition, we have agreed to issue to the
placement agent (or its designees) warrants (the “Placement Agent Warrants”) to purchase up to 6,666,667 shares of
common stock, which represents 7.0% of the aggregate number of shares of common stock sold in this offering. The Placement Agent
Warrants will generally have the same terms as the warrants issued to the investor for the offering except that the Placement Agent
Warrants will have an exercise price of $0.13125 per share, which represents 125% of the offering price per share and accompanying
0.75 of one warrant sold in this offering. The Placement Agent Warrants will expire five years from commencement of sales under
this offering and will not entitle the holder to any cash distributions paid to stockholders prior to exercise of the Placement
Agent Warrants. The Placement Agent Warrants and the shares of common stock issuable upon exercise of the Placement Agent Warrants
are registered pursuant to the registration statement of which this prospectus supplement and accompanying prospectus form a part.
We
have granted Wainwright a twelve-month right of first refusal to act as our exclusive financial advisor, sole book-running manager,
sole underwriter, or sole placement agent for any acquisition or merger transaction, or further capital raising transactions undertaken
by us, and certain rights for a tail fee during the twelve-month period following expiration or termination of our engagement
letter with Wainwright, subject to certain limitations.
We
have agreed to indemnify Wainwright and specified other persons against certain liabilities relating to or arising out of Wainwright’s
activities under the engagement letter, including liabilities under the Securities Act, and to contribute to payments that Wainwright
may be required to make in respect of such liabilities.
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any fees received
by it and any profit realized on the sale of the securities by it while acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. The placement agent will be required to comply with the requirements of the
Securities Act and the Exchange Act including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules
and regulations may limit the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations,
the placement agent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase
any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange
Act, until they have completed their participation in the distribution.
From
time to time, the placement agent has in the past and may provide in the future various advisory, investment and commercial banking
and other services to us in the ordinary course of business, for which it may receive customary fees and commissions. Wainwright
acted as our placement agent for the registered direct offering we completed in December 2020, and for an additional transaction
we completed in December 2020 under which an existing investor agreed to exercise certain outstanding registered warrants and
received new unregistered warrants. Wainwright received compensation for these transactions. Except as disclosed in this prospectus
supplement, we have no present arrangements with Wainwright for any further services
The
transfer agent for our common stock to be issued in this offering is Worldwide Stock Transfer, LLC.
LEGAL
MATTERS
The
validity of the securities being offered under this prospectus by us will be passed upon for us by Sichenzia Ross Ference LLP,
New York, New York.
EXPERTS
The
financial statements of SunHydrogen, Inc. as of and for the year ended June 30, 2019 appearing in SunHydrogen, Inc.’s Annual
Report on Form 10-K for the year ended June 30, 2020, have been audited by Liggett & Webb, P.A., as set forth in its report
thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference
in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The
financial statements of SunHydrogen, Inc. as of and for the year ended June 30, 2020 appearing in SunHydrogen, Inc.’s Annual
Report on Form 10-K for the year ended June 30, 2020, have been audited by M&K CPAS, PLLC, as set forth in its report thereon,
included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements
and other information with the SEC. These reports, proxy statements and other information are available at the SEC’s website
at http://www.sec.gov.
This
prospectus supplement and the accompanying prospectus are only part of a registration statement on Form S-3 that we have filed
with the SEC under the Securities Act and therefore omit certain information contained in the registration statement. We have
also filed exhibits and schedules with the registration statement that are excluded from this prospectus supplement and the accompanying
prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to
any contract or other document. The registration statement, including the exhibits and schedules, without charge, are available
at the SEC’s website.
We
also maintain a website at www.sunhydrogen.com, through which you can access our SEC filings. The information set forth on our
website is not part of this prospectus supplement or the accompanying prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information contained in documents that we file with them, which means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus supplement and the accompanying prospectus. Information in the accompanying prospectus
supersedes information incorporated by reference that we filed with the SEC before the date of the prospectus, and information
in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC before the date of this
prospectus supplement, while information that we file later with the SEC will automatically update and supersede the information
in this prospectus supplement and the accompanying prospectus or incorporated by reference. We incorporate by reference the following
documents that have been filed with the SEC (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and all
exhibits related to such items):
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our
Annual Report on Form 10-K for the year ended June 30, 2020 filed with the SEC on September
23, 2020;
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our
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed
with the SEC on November 16, 2020;
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our
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2020 filed
with the SEC on February 16, 2021;
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our
Current Reports on Form 8-K filed with the SEC on July 31, 2020, August 7, 2020, September 23, 2020, December 3, 2020, December 8, 2020, December 11, 2020, December 29, 2020, January 27, 2021, February 5, 2021, February 11, 2021, and February 22, 2021;
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the
description of our common stock contained in the our Registration Statement on Form 8-A
filed with the SEC on June 14, 2011 (File No. 000-54437), including any amendment or
report filed for the purpose of updating such description; and
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all
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination
of this offering.
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The
information about us contained in this prospectus should be read together with the information in the documents incorporated by
reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: Timothy Young,
10 E. Yanonali, Suite 36, Santa Barbara, CA 93101, (805) 966-6566.
PROSPECTUS
$100,000,000
SunHydrogen,
Inc.
Common
Stock
Preferred
Stock
Warrants
Units
We
may from time to time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell
common stock, preferred stock, warrants, or a combination of these securities, or units, for an aggregate initial offering price
of up to $100,000,000. This prospectus describes the general manner in which our securities may be offered using this prospectus.
Each time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information
about the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus.
You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed
to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.
This
prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.
Our
common stock is currently traded on the OTC Pink under the symbol “HYSR.” On January 27, 2021, the last reported sales
price for our common stock was $0.191 per share. The prospectus supplement will contain information, where applicable, as to any
other listing of the securities on the OTC Pink or any other securities market or exchange covered by the prospectus supplement.
The
securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 2, in
addition to Risk Factors contained in the applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any State securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We
may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are
involved in the sale of the securities their names, and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus
supplement. We can sell the securities through agents, underwriters or dealers only with delivery of a prospectus supplement describing
the method and terms of the offering of such securities. See “Plan of Distribution.”
This
prospectus is dated February 3, 2021
Table
of Contents
You
should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We
have not authorized anyone to provide you with information different from that contained or incorporated by reference into this
prospectus. If any person does provide you with information that differs from what is contained or incorporated by reference in
this prospectus, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to
represent anything not contained in this prospectus. You should assume that the information contained in this prospectus or any
prospectus supplement is accurate only as of the date on the front of the document and that any information contained in any document
we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the
time of delivery of this prospectus or any prospectus supplement or any sale of a security. These documents are not an offer to
sell or a solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus
in one of more offerings up to a total dollar amount of proceeds of $100,000,000. This prospectus describes the general manner
in which our securities may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement
that contains specific information about the terms of the securities being offered may also include a discussion of certain U.S.
Federal income tax consequences and any risk factors or other special considerations applicable to those securities. To the extent
that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus or in documents
incorporated by reference in this prospectus, you should rely on the information in the prospectus supplement. You should carefully
read both this prospectus and any prospectus supplement together with the additional information described under “Where
You Can Find More Information” before buying any securities in this offering.
The
terms “SunHydrogen,” the “Company,” “we,” “our” or “us” in this prospectus
refer to SunHydrogen, Inc., unless the context suggests otherwise.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by reference in this prospectus include forward-looking statements.
These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy
and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. In some cases
you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology.
Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking
statements. In evaluating these statements, you should consider various factors, including the risks set forth under “Risk
Factors” herein and in the documents incorporated herein by reference. These factors may cause our actual results to differ
materially from any forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any
difference between actual results and those reflected in these statements, except as may be required under applicable law.
ABOUT
SUNHYDROGEN
At
SunHydrogen, our goal is to replace fossil fuels with clean renewable hydrogen.
We
refer to our technology as the SunHydrogenH2Generator which is comprised of the following components:
1.
The Generator Housing - Novel device design is the first of its type to safely separate oxygen and hydrogen in the water splitting
process without sacrificing efficiency. This device houses the water, the solar particles/cells and is designed with inlets and
outlets for water and gasses. Utilizing a special membrane for separating the oxygen side from the hydrogen side, proton transport
is increased which is the key to safely increasing solar-to-hydrogen efficiency. Our design can be scaled up and manufactured
for commercial use.
2.
The NanoParticle or Solar Cell - Our patented nanoparticle consists of thousands of tiny solar cells that are electrodeposited
into one tiny structure to provide the charge that splits the water molecule when the sun excites the electron. In the process
of optimizing our nanoparticles to be efficient and only use earth abundant materials (an ongoing process), we experimented with
commercially available triple junction silicon solar cells to perform tests with our generator housing and other components. Through
this experimentation, our discovery leads us to believe that we can bring a system to market utilizing these readily available
cells while our nanoparticles are still being optimized. These solar cells also absorb the sunlight and produce the necessary
charge for splitting the water molecule into hydrogen and oxygen.
3.
Oxygen Evolution Catalyst - This proprietary catalyst developed at the University of Iowa lab is uniformly applied onto the solar
cell or nanoparticle and efficiently oxidize water molecule to generate oxygen gas. The oxygen evolution catalyst must be robust
to withstand the long operating hours of the hydrogen generation device to ensure long lifetime. It must be stable in alkaline,
neutral and acidic environments.
4.
Hydrogen Evolution Catalyst - Necessary for collecting electrons to reduce protons for generating hydrogen gas, we have successfully
integrated a low-cost hydrogen catalyst into our generator system successfully coating a triple junction solar cell with a catalyst
comprised primarily of ruthenium, carbon and nitrogen that can function as well as platinum, the current catalyst used for hydrogen
production, but at one twentieth of the cost.
5.
Coating Technologies - Two major coating technologies were developed to protect the nanoparticles and solar cells from photocorrosion
under water. A transparent conducive coating to protect our nanoparticles and solar cells from photo corrosion and efficiently
transfer charges to catalysts for oxygen and hydrogen evolution reactions. A polymer combination that protects the triple junction
solar cells from any corrosive water environments for long lifetime of the hydrogen generation device.
6.
A concentrator equal to two suns - This inexpensive Fresnel lens concentrator to increase sunlight to equal two suns reduces our
necessary footprint for a 1000 KG per day system.
Our
business and commercialization plan calls for two generations of our panels or generators. The first generation utilizes readily
available commercial solar cells, coated with a stability polymer and catalysts and inserted into our proprietary panels to efficiently
and safely split water into hydrogen and oxygen to produce very pure and green hydrogen that can be piped off the panel, pressurized,
and stored for use in a fuel cell to power anything electric.
The
second generation of our panels will feature a nanoparticle based technology where billions of autonomous solar cells are electrodeposited
onto porous alumina sheets and manufactured in a roll to roll process and inserted into our proprietary panels. For this generation,
we have received multiple patents and it is estimated that it will produce hydrogen for less than $4 per kilogram before pressurization.
Our
principal executive offices are located at 10 E. Yanonali, Suite 36, Santa Barbara, CA 93101. Our telephone number is (805) 966-6566.
We maintain an Internet website at www.sunhydrogen.com. The information contained on, connected to or that can be accessed via
our website is not part of this prospectus. We have included our website address in this prospectus as an inactive textual reference
only and not as an active hyperlink.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks,
uncertainties and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent
quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated
by reference into this prospectus.
Our
business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely
affected by these risks. For more information about our SEC filings, please see “Where You Can Find More Information”.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus
for general corporate purposes, including working capital.
DESCRIPTION
OF COMMON STOCK
General
We
are authorized to issue 5,000,000,000 shares of common stock, $0.001 par value per share.
Holders
of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders
of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for
the election of directors can elect all of the directors to our board of directors. Holders of the Company’s common stock
representing a majority of the voting power of the Company’s common stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority
of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation,
merger or an amendment to the Company’s articles of incorporation
Subject
to the rights of preferred stockholders (if any), holders of the Company’s common stock are entitled to share in all dividends
that the Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution
or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities
and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock
has no pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company’s common
stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Worldwide Stock Transfer, LLC.
Listing
Our
common stock is currently traded on the OTC Pink under the symbol “HYSR”.
DESCRIPTION
OF PREFERRED STOCK
We
are authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share, from time to time, in one or more
series. We do not have any outstanding shares of preferred stock.
Our
articles of incorporation authorizes our board of directors to issue preferred stock from time to time with such designations,
preferences, conversion or other rights, voting powers, restrictions, dividends or limitations as to dividends or other distributions,
qualifications or terms or conditions of redemption as shall be determined by the board of directors for each class or series
of stock. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without
further authorization of stockholders unless such authorization is required by applicable law, or any securities exchange or market
on which our stock is then listed or admitted to trading.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility
in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying,
deferring or preventing a change-in-control of the Company.
A
prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering.
Such prospectus supplement will include:
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the
title and stated or par value of the preferred stock;
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the
number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock;
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the
dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
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whether
dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall
accumulate;
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the
provisions for a sinking fund, if any, for the preferred stock;
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any
voting rights of the preferred stock;
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the
provisions for redemption, if applicable, of the preferred stock;
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any
listing of the preferred stock on any securities exchange;
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the
terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the
conversion price or the manner of calculating the conversion price and conversion period;
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if
appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
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any
other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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The
terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in
the preferred stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory,
at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our common
stock to be received by the holders of preferred stock would be subject to adjustment.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of preferred stock or common stock. Warrants may be issued independently or together with
any preferred stock or common stock, and may be attached to or separate from any offered securities. Each series of warrants will
be issued under a separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The
warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the
warrants is not complete. You should refer to the warrant agreement, including the forms of warrant certificate representing the
warrants, relating to the specific warrants being offered for the complete terms of the warrant agreement and the warrants. The
warrant agreement, together with the terms of the warrant certificate and warrants, will be filed with the SEC in connection with
the offering of the specific warrants.
The
applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this
prospectus is being delivered:
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the
title of the warrants;
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the
aggregate number of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
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if
applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants
will be separately transferable;
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the
terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise
of such warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
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the
price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants
may be purchased;
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the
date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
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the
minimum or maximum amount of the warrants that may be exercised at any one time;
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information
with respect to book-entry procedures, if any;
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if
appropriate, a discussion of Federal income tax consequences; and
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any
other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of
the warrants.
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Warrants
for the purchase of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued
in registered form only.
Upon
receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant
agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased
securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will
be issued for the remaining warrants.
Prior
to the exercise of any warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the
rights of holders of the common stock or preferred stock purchasable upon exercise, including in the case of warrants for the
purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock
or common stock purchasable upon exercise.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred
stock or warrants or any combination of such securities.
The
applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
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the
terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and
under what circumstances the securities comprising the units may be traded separately;
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a
description of the terms of any unit agreement governing the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to
purchasers, including our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities
may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related
to the prevailing market prices, or negotiated prices. The prospectus supplement will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers;
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any
commissions paid to agents; and
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any
securities exchange or market on which the securities may be listed.
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Sale
Through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting,
purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one
or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions
in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and
short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement,
the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will
be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time
any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals.
They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of the transaction.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus
supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those
contracts.
Continuous
Offering Program
Without
limiting the generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a
broker-dealer, under which we may offer and sell shares of our common stock from time to time through a broker-dealer as our sales
agent. If we enter into such a program, sales of the shares of common stock, if any, will be made by means of ordinary brokers’
transactions on the OTC Pink or other market on which are shares may then trade at market prices, block transactions and such
other transactions as agreed upon by us and the broker-dealer. Under the terms of such a program, we also may sell shares of common
stock to the broker-dealer, as principal for its own account at a price agreed upon at the time of sale. If we sell shares of
common stock to such broker-dealer as principal, we will enter into a separate terms agreement with such broker-dealer, and we
will describe this agreement in a separate prospectus supplement or pricing supplement.
Market
Making, Stabilization and Other Transactions
Unless
the applicable prospectus supplement states otherwise, other than our common stock, all securities we offer under this prospectus
will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in
the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities,
but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have
a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104
under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market
for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases
of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the
syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence
of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of,
engage in transactions with or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP,
New York, New York.
EXPERTS
The
financial statements of SunHydrogen, Inc. as of and for the year ended June 30, 2020 appearing in SunHydrogen, Inc.’s Annual
Report on Form 10-K for the year ended June 30, 2020, have been audited by M&K CPAS, PLLC, as set forth in its report thereon,
included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting and auditing.
The
financial statements of SunHydrogen, Inc. as of and for the year ended June 30, 2019 appearing in SunHydrogen, Inc.’s Annual
Report on Form 10-K for the year ended June 30, 2020, have been audited by Liggett & Webb, P.A., as set forth in its report
thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference
in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, along with other information with the SEC. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby
under the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration
statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration
statement from the SEC’s internet site.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This
prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference”
into this prospectus the information that we file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. The following documents are incorporated
by reference and made a part of this prospectus:
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our
Annual Report on Form 10-K for the year ended June 30, 2020 filed with the SEC on September 23, 2020;
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our
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 16, 2020;
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our
Current Reports on Form 8-K filed with the SEC on July 31, 2020, August 7, 2020, September 23, 2020, December 3, 2020, December 8, 2020, December 11, 2020, December 29, 2020 and January 27, 2021; and
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the
description of our common stock contained in the our Registration Statement on Form 8-A filed with the SEC on June 14, 2011
(File No. 000-54437), including any amendment or report filed for the purpose of updating such description.
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All
documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates
that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will
be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such
documents.. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC (including
without limitation, information furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information).
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
The
information about us contained in this prospectus should be read together with the information in the documents incorporated by
reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: Timothy Young,
10 E. Yanonali, Suite 36, Santa Barbara, CA 93101, (805) 966-6566.
95,238,096
Shares of Common Stock
Warrants
to Purchase 71,428,572 Shares of Common Stock
Placement
Agent Warrants to Purchase 6,666,667 Shares of Common Stock
78,095,239
Shares of Common Stock Underlying Warrants and Placement Agent Warrants
PROSPECTUS
SUPPLEMENT
H.C.
Wainwright & Co.
February
24, 2021
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