The accompanying notes are an integral part of
these condensed unaudited financial statements
The accompanying notes are an integral part of
these condensed unaudited financial statements
The accompanying notes are an integral part of
these condensed unaudited financial statements
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
The accompanying unaudited condensed
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion
of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for
the nine months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ended June 30, 2021.
For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year
ended June 30, 2020.
Going Concern
The accompanying condensed unaudited
financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization
of assets and liabilities and commitments in the normal course of business. The accompanying condensed unaudited financial statements
do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate
revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a
going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent
upon, among other things, raising additional capital. The Company has historically obtained funds through private placement and registered
offerings of equity and debt. Management believes that it will be able to continue to raise funds by sale of its securities to its existing
shareholders and prospective new investors to provide the additional cash needed to meet the Company’s obligations as they become
due and will allow the development of its core business. There is no assurance that the Company will be able to continue raising the required
capital.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
This summary of significant accounting
policies of SunHydrogen, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements
and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the
preparation of the financial statements.
Cash and Cash Equivalent
The Company considers all highly liquid
investments with an original maturity of three months or less to be cash equivalents.
Use of Estimates
In accordance
with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well
as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These
estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based
compensation expense, Binomial lattice valuation model inputs, derivative liabilities and other factors. Management believes it has exercised
reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.
Property
and Equipment
Property and
equipment are stated at cost, and are depreciated using straight line over its estimated useful lives.
During the nine months ended March
31, 2021, the Company purchased two (2) business vehicles for a total of $205,000, for transporting demonstration units and to serve as
a mobile office.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
Property
and Equipment (Continued)
The Company recognized depreciation
expense of $7,755 and $547 for the nine months ended March 31, 2021 and 2020, respectively.
Intangible Assets
The Company has patent applications
to protect the inventions and processes behind its proprietary solar-to-hydrogen based technology. Intangible assets that have finite
useful lives continue to be amortized over their useful lives.
The Company recognized amortization
expense of $5,275 and $5,793 for the nine months ended March 31, 2021 and 2020, respectively.
Net Earnings (Loss) per
Share Calculations
Net earnings (Loss) per share dictates
the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing
by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar
to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards
(Note 4), plus the assumed conversion of convertible debt (Note 5).
For the nine months ended March 31,
2021, the Company calculated the dilutive impact of the outstanding stock options of 182,853,174, common stock purchase warrants of 94,895,239,
and the convertible debt of $1,078,300, which is convertible into shares of common stock. The stock options, warrants and convertible
debt were not included, because their impact was antidilutive.
For the nine months ended March 31,
2020, the Company calculated the dilutive impact of the outstanding stock options of 196,250,000, and the convertible debt of $2,029,545,
which is convertible into shares of common stock. The stock options and convertible debt were not included in the calculation of net earnings
per share, because their impact was antidilutive.
Stock Based Compensation
The Company periodically issues stock
options to employees and non-employees in non-capital raising transactions for services. The Company accounts for stock option grants
issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value
of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option grants issued
and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value
of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is
reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation
charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance
requirements by the non-employee, the option grants immediately vest, and the total stock-based compensation charge is recorded in the
period of the measurement date.
On October 2, 2017, the Company granted
10,000,000 stock options to a non-employee for services.
On December 17, 2018, the Board of
Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with 300,000,000 shares of common stock set aside
and reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Company and to increase stockholder
value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other
eligible persons. The awards are performance-based compensation that are granted under the Plan as incentive stock options (ISO) or nonqualified
stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common
stock on the date of grant of the option. The Company periodically issues stock options to employees and non-employees in non-capital
raising transactions for services.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
Stock Based Compensation (Continued)
The Company accounts for stock option
grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards
Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance
commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based
compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are
no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge
is recorded in the period of the measurement date.
Warrant Accounting
The Company accounts for the warrants
to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation
model.
Fair Value of Financial
Instruments
Fair value of financial instruments
requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate
that value. As of March 31, 2021, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes,
and derivative liability approximate the fair value because of their short maturities.
We adopted ASC Topic 820 for financial
instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair
value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
Fair value is defined as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and
the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
|
●
|
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.
|
|
●
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets
that are not active.
|
|
●
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs
or significant value drivers are unobservable.
|
We measure certain financial instruments
at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2021
(See Note 6):
|
|
Total
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability measured at fair value at 3/31/2021
|
|
$
|
201,779,864
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
201,779,864
|
|
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
Fair Value
of Financial Instruments (Continued)
The following is a reconciliation of
the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
Balance as of June 30, 2020
|
|
|
59,657,718
|
|
Fair value of derivative liabilities issued
|
|
|
-
|
|
Loss on change in derivative liability
|
|
|
142,122,146
|
|
Balance as of March 31, 2021
|
|
$
|
201,779,864
|
|
Research and Development
Research and development costs are
expensed as incurred. Total research and development costs were $1,712,169 and $393,265 for the nine months ended March 31, 2021
and 2020, respectively.
Accounting for Derivatives
The Company evaluates all of its financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative
financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is
then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative
financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative
instruments at inception and on subsequent valuation dates.
The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative
instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the
derivative instrument could be required within 12 months of the balance sheet date.
Recently Issued Accounting Pronouncements
In June 2018, FASB issued accounting
standards update ASU 2018-07, (Topic 505) – “Shared-Based Payment Arrangements with Nonemployees”, which simplifies
the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments
to nonemployees will be aligned with the requirements for share-based payments granted to employees. Under the ASU 2018-07, the measurement
of equity-classified nonemployee share-based payments will be fixed on the grant date, as defined in ASC 718, and will use the term nonemployee
vesting period, rather than requisite service period. The amendments in this update are effective for fiscal years beginning after December
15, 2018, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning
after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted if financial
statements have not yet been issued. The Company has evaluated the impact of the adoption of ASU 2018-07 on the Company’s financial
statements, and there was no impact.
In August 2018, the FASB issued accounting
standards update ASU 2018-13, (Topic 820) - “Fair Value Measurement”, which changes the unrealized gains and losses, the range
and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description
of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial
fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The
amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,
2019. Early adoption is permitted upon issuance. The Company has evaluated the impact of the adoption of ASU 2018-13, on the Company’s
financial statements, and there was no impact.
Management does not believe that any
other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
condensed financial statements.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
Nine months ended March 31, 2021
During the nine months ended March
31, 2021, the Company issued 412,273,408 shares of common stock pursuant to purchase agreements for cash at prices ranging from $0.022
- $.025 per share for aggregate net proceeds of $32,523,350.
During the nine months ended March
31, 2021, the Company issued 252,000,000 shares of common stock upon exercise of warrants at an exercise price of $0.075 for gross proceeds
of $18,900,000.
During the nine months ended March
31, 2021, the Company issued 599,449,820 shares of common stock upon conversion of convertible notes in the amount of $887,250 of principal,
plus accrued interest of $176,987 and other fees of $1,800 based upon conversion prices ranging from $0.00095 - $0.017995 per share. All
note conversions were performed per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.
During the nine months ended March
31, 2021, the Company issued 3,806,290 shares of common stock for services rendered at fair value prices of $0.028 - $0.035 per share
in the aggregate amount of $118,023.
Nine months ended March 31, 2020
During the nine months ended March
31, 2020, the Company issued 683,999,878 shares of common stock upon conversion of convertible notes in the amount of $917,441 in principal,
plus accrued interest of $149,000 and other fees of $10,100 based upon conversion prices ranging from $0.00095 - $0.0041.
During the nine months ended March
31, 2020, the Company issued 74,787,283 shares of common stock for services rendered at fair value prices of $0.002 - $0.0072 per share
in the amount of $267,789.
Stock Options
On October 2, 2017, the Company granted
10,000,000 stock options. Each option expires on the date specified in the option agreement, which date is not later than the fifth (5th)
anniversary from the grant date of the options. Of the 10,000,000 common stock options, one-third vest immediately, and one-third vest
the second and third year, such that, the options are fully vested with a maturity date of October 2, 2022, and are exercisable at an
exercise price of $0.01 per share. The Company bought back 2,631,579 shares of the Company’s stock options for $250,000. As of March
31, 2021, 7,368,421 common stock options were outstanding.
Stock Options
On January 23, 2019, the Company granted
170,000,000 stock options. One-third of the options vested immediately, and the remainder vested 1/24 per month over the first twenty-four
months following the option grant. The first block was exercisable immediately and is exercisable for a period of seven (7) years. The
options fully vest by January 23, 2022. The Company bought back 10,515,247 shares of the Company’s stock options for $1,000,000
in cash. As of March 31, 2021, there were 159,484,753 options outstanding.
On January 31, 2019, the Company granted
6,000,000 stock options, of which two-third (2/3) vest immediately, and the remaining amount shall vest one-twelfth (1/12) per month from
after the date of the option grant. The first block is exercisable for a period of seven (7) years. The options fully vested on January
31, 2020.
On July 22, 2019, the Company granted
10,000,000 stock options, of which one-third (1/3) vest immediately, and the remaining shall vest one-twenty fourth (1/24) per month from
after the date of the option grant. The first block were exercisable immediately for a period of seven (7) years. The options fully vested
on July 22, 2021.
During the three months ended March
31, 2021, the Company bought back an aggregate total of 13,146,826 warrants.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
4.
|
OPTIONS AND WARRANTS (Continued)
|
A summary of the Company’s stock
option activity and related information follows:
|
|
3/31/21
|
|
|
3/31/20
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
Number
|
|
|
average
|
|
|
Number
|
|
|
average
|
|
|
|
Of
|
|
|
exercise
|
|
|
of
|
|
|
exercise
|
|
|
|
Options
|
|
|
price
|
|
|
Options
|
|
|
price
|
|
Outstanding, beginning of period
|
|
|
196,000,000
|
|
|
$
|
0.01
|
|
|
|
186,250,000
|
|
|
$
|
0.01
|
|
Granted
|
|
|
-
|
|
|
$
|
0.01
|
|
|
|
10,000,000
|
|
|
$
|
0.01
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Buyback of warrants
|
|
|
(13,146,826
|
)
|
|
$
|
0.0099
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding, end of period
|
|
|
182,853,174
|
|
|
$
|
0.0089
|
|
|
|
196,250,000
|
|
|
$
|
0.01
|
|
Exercisable at the end of period
|
|
|
182,853,174
|
|
|
$
|
0.0089
|
|
|
|
179,117,579
|
|
|
$
|
0.01
|
|
During the nine months ended March 31, 2021, the Company
bought back a total of 13,146,826 shares of the Company’s stock options for a total of $1,250,000.
The weighted average remaining contractual life of options
outstanding as of March 31, 2021 and 2020 was as follows:
3/31/21
|
|
|
3/31/20
|
|
Exercise
Price
|
|
|
Stock
Options
Outstanding
|
|
|
Stock
Options
Exercisable
|
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
|
Exercise
Price
|
|
|
Stock
Options
Outstanding
|
|
|
Stock
Options
Exercisable
|
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
$
|
0.0100
|
|
|
|
7,368,421
|
|
|
|
7,368,421
|
|
|
|
1.51
|
|
|
$
|
0.0100
|
|
|
|
10,000,000
|
|
|
|
10,000,000
|
|
|
|
2.76
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
0.0200
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
0.25
|
|
$
|
0.0097
|
|
|
|
6,000,000
|
|
|
|
6,000,000
|
|
|
|
4.84
|
|
|
|
0.0097
|
|
|
|
6,000,000
|
|
|
|
6,000,000
|
|
|
|
5.09
|
|
$
|
0.0099
|
|
|
|
159,484,753
|
|
|
|
159,484,753
|
|
|
|
4.82
|
|
|
$
|
0.0099
|
|
|
|
170,000,000
|
|
|
|
156,867,579
|
|
|
|
5.07
|
|
$
|
0.0060
|
|
|
|
10,000,000
|
|
|
|
10,000,000
|
|
|
|
5.31
|
|
|
$
|
0.0060
|
|
|
|
10,000,000
|
|
|
|
10,000,000
|
|
|
|
5.56
|
|
|
|
|
|
|
182,853,174
|
|
|
|
182,853,174
|
|
|
|
|
|
|
|
|
|
|
|
196,250,000
|
|
|
|
179,117,579
|
|
|
|
|
|
The stock-based compensation expense
recognized in the statement of operations during the nine months ended March 31, 2021 and 2020, related to the granting of these options
was $259,955 and $571,594, respectively.
WARRANTS
On December 3, 2020, the Company issued
120.0 million common stock purchase warrants under a securities purchase agreement at an exercise price of $0.075 per share. The warrants
were exercisable upon issuance. During the period ended March 31, 2021, the warrants were exercised for aggregate gross proceeds of $9,000,000.
As of March 31, 2021, there were no December 3, 2020 warrants outstanding.
On December 29, 2020, the 120.0 million
warrants issued on December 3, 2020, were exercised for aggregate gross proceeds of $9.0 million, and as consideration for the exercise,
the investor was issued an additional 132.0 million common stock purchase warrants at an exercise price of $0.075. The 132.0 million warrants
were deemed to be a dividend and were estimated at fair value of $15,928,314 using the Black-Scholes valuation model. During the period
ended March 31, 2021, the warrants were exercised for gross proceeds of $9,900,000. As of March 31, 2021, all of the December 29, 2020
warrants were exercised.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
4.
|
OPTIONS AND WARRANTS (Continued)
|
WARRANTS (Continued)
As of March 31, 2021, the Company had
outstanding 94,895,239 common stock purchase warrants from securities purchase agreements at exercise prices ranging from $0.0938 -$0.13125
per share. The warrants were estimated at fair value on the date of issuance as calculated using the Black-Scholes valuation model. The
estimated fair value of the warrants was $5,222,495, which was recognized in the financial statements as of March 31, 2021. The warrants
can be exercised over a three (3) year period.
A summary of the Company’s warrant
activity and related information follows for the nine months ended March 31, 2021.
|
|
3/31/21
|
|
|
|
|
|
|
Weighted
|
|
|
|
Number
|
|
|
average
|
|
|
|
of
|
|
|
exercise
|
|
|
|
Warrants
|
|
|
price
|
|
Outstanding, beginning of period
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
346,895,239
|
|
|
$
|
0.086
|
|
Exercised
|
|
|
(252,000,000
|
)
|
|
$
|
(0.075
|
)
|
Forfeited/Expired
|
|
|
-
|
|
|
|
-
|
|
Outstanding, end of period
|
|
|
94,895,239
|
|
|
$
|
0.11
|
|
Exercisable at the end of period
|
|
|
94,895,239
|
|
|
$
|
0.11
|
|
3/31/21
|
|
|
Weighted
Average
Remaining
|
|
Exercise
Price
|
|
|
Warrants
Outstanding
|
|
|
Warrants
Exercisable
|
|
|
Contractual
Life (years)
|
|
$
|
0.0938
|
|
|
|
16,800,000
|
|
|
|
16,800,000
|
|
|
|
2.18 - 2.75
|
|
$
|
0.13125
|
|
|
|
6,666,667
|
|
|
|
6,666,667
|
|
|
|
4.94
|
|
$
|
0.12
|
|
|
|
71,428,572
|
|
|
|
71,428,572
|
|
|
|
4.92
|
|
|
|
|
|
|
94,895,239
|
|
|
|
94,895,239
|
|
|
|
|
|
At March 31, 2021, the aggregate intrinsic
value of the warrants outstanding was $9,924,436.
5.
|
CONVERTIBLE PROMISSORY NOTES
|
As of March 31, 2021, the outstanding
convertible promissory notes net of debt discount are summarized as follows:
Convertible Promissory Notes, net of debt discount
|
|
$
|
1,078,161
|
|
Less current portion
|
|
|
120,000
|
|
Total long-term liabilities
|
|
$
|
958,161
|
|
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
5.
|
CONVERTIBLE PROMISSORY NOTES (Continued)
|
Maturities of long-term debt for the
next four years are as follows:
Period Ended March,
|
|
Amount
|
|
2022
|
|
$
|
120,000
|
|
2023
|
|
|
553,300
|
|
2024
|
|
|
395,000
|
|
2025
|
|
|
10,000
|
|
|
|
$
|
1,078,300
|
|
At March 31, 2021, the $1,078,300 in
convertible promissory notes had a remaining debt discount of $139, leaving a net balance of $1,078,161.
The Company issued a 10% convertible
promissory note on January 28, 2016 (the “Jan 2016 Note”) in the aggregate principal amount of up to $500,000. Upon execution
of the convertible promissory note, the Company received a tranche of $10,000. The Company received additional tranches in the amount
of $490,000 for an aggregate sum of $500,000. The January 2016 Note had an original maturity date of twelve (12) months from the effective
date of the note. On January 19, 2017, the investor extended the Jan 2016 Note for an additional sixty (60) months from the effective
date of the note, to January 27, 2022. The Jan 2016 Note was convertible into shares of common stock of the Company at a price equal to
a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective
date of the note or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock.
If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion,
the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion
attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion
shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Jan 2016 Note such that would result
in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company.
In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion),
a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until
the shares are delivered. During the nine months ended March 31, 2021, the Company issued 367,702,192 common shares upon conversion of
principal in the amount of $245,550, plus interest of $103,768. The balance of the Jan 2016 Note as of March 31, 2021 was $0.
The Company issued a 10%
convertible promissory note on February 3, 2017 (the “Feb 2017 Note”) in the aggregate principal amount of up to
$500,000. Upon execution of the convertible promissory note, the Company received a tranche of $60,000. The Company received
additional tranches in the amount of $440,000 for an aggregate sum of $500,000. The Feb 2017 Note had a maturity date of February 3,
2018, with an automatic extension of sixty (60) months from the effective date of the note. The Feb 2017 Note is convertible into
shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty
percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share
granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in
accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time
prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the
unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned
to the Company. In no event shall the lender be entitled to convert any portion of the Feb 2017 Note such that would result in
beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company.
In addition, for each conversion, in the event, that shares are not delivered by the fourth business day (inclusive of the day of
conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the
conversion) until the shares are delivered. During the nine months ended, the Company issued 157,622,696 shares of common stock upon
conversion of principal in the amount of $106,700, plus accrued interest of $43,042. The balance of the Feb 2017 Note as of March
31, 2021 was $393,300.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
5.
|
CONVERTIBLE PROMISSORY NOTES (Continued)
|
The Company issued a 10%
convertible promissory note on November 9, 2017 (the “Nov 2017 Note”) in the aggregate principal amount of up to
$500,000. Upon execution of the convertible promissory note, the Company received a tranche of $45,000. The Company received
additional tranches in the amount of $455,000 for an aggregate sum of $500,000. The Nov 2017 Note had a maturity date of November 9,
2018, with an automatic extension of sixty (60) months from the effective date of the note. The Nov 2017 Note is convertible into
shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty
percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share
granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in
accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to
selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold
shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the
Company. In no event shall the lender be entitled to convert any portion of the Nov 2017 Note such that would result in beneficial
ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition,
for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a
penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until
the shares are delivered. During the period ended March 31, 2021, the Company issued 20,332,512 shares of common stock upon
conversion of $15,000 in principal, plus interest of $4,316. The balance of the Nov 2017 Note as of March 31, 2021 was $485,000.
The Company issued a 10% convertible
promissory note on June 27, 2018 (the “Jun 2018 Note”) in the aggregate principal amount of up to $500,000. Upon execution
of the convertible promissory note, the Company received a tranche of $50,000. On October 9, 2018, the Company received another tranche
of $40,000, for a total aggregate of $90,000 as of December 31, 2019. The Jun 2018 Note matured on June 27, 2019, which was automatically
extended for sixty (60) months from the effective date of the note. The Jun 2018 Note is convertible into shares of common stock of the
Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading
price since the original effective date of the note or the lowest effective price per share granted to any person or entity after the
effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business
days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion,
in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned
to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert
any portion of the Jun 2018 Note such that would result in beneficial ownership by the lender and its affiliates of more than 4.99% of
the outstanding shares of common stock of the Company. In addition, for each conversion, in the event, that shares are not delivered by
the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third
business day (inclusive of the day of the conversion) until the shares are delivered. The balance of the Jun 2018 Note as of March 31,
2021 was $90,000.
The Company issued a 10% convertible
promissory note on August 10, 2018 (the “Aug 2018 Note”) in the aggregate principal amount of up to $100,000. The Aug 2018
Note had a maturity date of August 10, 2019, with an extension of sixty (60) months from the date of the note. The Aug 2018 Note matures
on August 10, 2023. The Aug 2018 Note may be converted into shares of the Company’s common stock at a conversion price of the lesser
of a) $0.005 per share or b) sixty-one (61%) percent of the lowest trading price per common stock recorded on any trade day after the
effective date. The conversion feature of the Aug 2018 Note was considered a derivative in accordance with current accounting guidelines
because of the reset conversion features of the Note. The balance of the Aug 2018 Note as of March 31, 2021 was $100,000.
On January 20, 2020, the Company issued
a 10% convertible promissory note (the “Jan 2020 Note”) to an investor (the “Jan 2020 Note”) in the principal
amount of $80,000. The Company received funds of $78,000, less other fees of $2,000. The Jan 2020 Note had a maturity date of January
20, 2021. The Jan 2020 Note was convertible into shares of the Company’s common stock at a conversion price of sixty-one (61%)
percent of the lowest two (2) trading prices of the common stock during the fifteen (15) trading day prior to the conversion date. The
conversion feature of the Jan 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset
conversion features of the Jan 2020 Note. During the nine months ended March 31, 2021, the Company issued 23,420,128 shares of common
stock upon conversion of principal in the amount of $80,000, plus accrued interest of $3,989, and other fees of $300. The Company recorded
amortization of debt discount, which was recognized as interest expense in the amount of $42,404 during the nine months ended March 31,
2021. The Jan 2020 Note was fully converted as of March 31, 2021.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
5.
|
CONVERTIBLE PROMISSORY NOTES (Continued)
|
On February 11, 2020, the Company issued
a convertible promissory note (the “Feb 2020 Note”) to an investor (the “Feb 2020 Note”) in the principal amount
of $80,000. The Company received funds of $78,000, less other fees of $2,000. The Feb 2020 Note had a maturity date of February 11, 2021.
The Feb 2020 Note was convertible into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of
the lowest two (2) trading prices of the common stock during the fifteen (15) trading day prior to the conversion date. The conversion
feature of the Feb 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion
features of the Feb 2020 Note. During the six months ended December 31, 2020, the Company issued 5,294,205 shares of common stock upon
conversion of principal in the amount of $80,000, plus accrued interest of $3,989, and other fees of $300. The Company recorded amortization
of debt discount, which was recognized as interest expense in the amount of $49,399 during the nine months ended March 31, 2021. The Feb
2020 Note was fully converted as of March 31, 2021.
On March 9, 2020, the Company issued
a convertible promissory note (the “Mar 2020 Note”) to an investor, (the “Mar 2020 Note”) in the principal amount
of $40,000. The Company received funds of $38,000, less other fees of $2,000. The Mar 2020 Note had a maturity date of March 9, 2021.
The Mar 2020 Note was convertible into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of
the lowest two (2) trading prices of the common stock during the fifteen (15) trading day prior to the conversion date. The conversion
feature of the Mar 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion
features of the Mar 2020 Note. During the six months ended December 31, 2020, the Company issued 2,390,871 shares of common stock upon
conversion of principal in the amount of $40,000, plus accrued interest of $1,995, and other fees of $300. The Company recorded amortization
of debt discount, which was recognized as interest expense in the amount of $25,708 during the nine months ended March 31, 2021. The Mar
2020 Note was fully converted as of March 31, 2021.
On April 14, 2020, the Company issued
a convertible promissory note (the “April 2020 Note”) to an investor in the principal amount of $80,000. The Company received
funds of $78,000, less other fees of $2,000. The April 2020 Note matures on April 14, 2021. The April 2020 Note was convertible into shares
of the Company’s common stock at a conversion price of sixty-one (61%) percent of the average of the lowest two (2) trading prices
of the common stock during the fifteen (15) trading day prior to the conversion date. The conversion feature of the April 2020 Note was
considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the April 2020 Note.
The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $63,342 during the nine
months ended March 31, 2021. During the nine months ended March 31, 2021, the Company issued 5,315,949 shares of common stock upon conversion
of principal in the amount of $80,000, plus accrued interest of $4,011, and other fees of $300. The April 2020 Note was fully converted
as of March 31, 2021.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
5.
|
CONVERTIBLE PROMISSORY NOTES (Continued)
|
On April 15, 2020, the Company
issued a convertible promissory note (the “Apr 2020 Note”) to an investor in the aggregate principal amount of $50,000,
of which the Company received $10,000 as of June 30, 2020. The Apr 2020 Note matures twelve (12) months from the effective dates of
each respective tranche, such that the Apr 2020 Note matures on April 15, 2021, with an automatic extension of sixty (60) months
from the effective date of each tranche. The Apr Note is convertible into shares of common stock of the Company at a variable
conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price of the common stock recorded on
any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity after the
effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of four (4) business
days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any
portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion
amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be
entitled to convert any portion of the Apr 2020 Note such that would result in beneficial ownership by the lender and its affiliates
of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that
shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be
assessed for each day after the fourth business day (inclusive of the day of the conversion) until the shares are delivered. The
conversion feature of the April 2020 Note was considered a derivative in accordance with current accounting guidelines because of
the reset conversion features of the Apr 2020 Note. The Company recorded amortization of debt discount, which was recognized as
interest expense in the amount of $2,547 during the nine months ended March 31, 2021. The balance of the Apr 2020 Note as of March
31, 2021 was $10,000.
On May 19, 2020, the Company issued
a convertible promissory note (the “May 2020 Note”) to an investor in the principal amount of $80,000. The Company received
funds of $78,000, less other fees of $2,000. The May 2020 Note had a maturity date of May 19, 2021. The May 2020 Note was convertible
into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest two (2) trading prices
of the common stock during the fifteen (15) trading day prior to the conversion date. The conversion feature of the May 2020 Note was
considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the May 2020 Note.
The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $70,795 during the year
ended June 30, 2020. During the nine months ended March 31, 2021, the Company issued 5,933,503 shares of common stock upon conversion
of principal in the amount of $80,000, plus accrued interest of $4,033, and other fees of $300. The May 2020 Note was fully converted
as of March 31, 2021.
On June 18, 2020, the Company
issued a convertible promissory note (the “June 2020 Note”) to an investor in the principal amount of $160,000. The
Company received funds of $156,000, less other fees of $4,000. The Jun 2020 Note has a maturity date of June 19, 2021. The Jun 2020
Note was convertible into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the average
of the lowest two (2) trading prices of the common stock during the fifteen (15) trading day prior to the conversion date. The
conversion feature of the Jun 2020 Note was considered a derivative in accordance with current accounting guidelines because of the
reset conversion features of the Jun 2020 Note. The Company recorded amortization of debt discount, which was recognized as interest
expense in the amount of $154,740. During the nine months ended March 31, 2021 the Company issued 11,437,764 shares of common stock
upon conversion of principal in the amount of $160,000, plus accrued interest of $7,847, and other fees of $300. The Jun 2020 Note
was fully converted as of March 31, 2021.
All note conversions were performed
per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.
|
6.
|
DERIVATIVE LIABILITIES
|
ASC Topic 815 provides guidance applicable
to convertible debt issued by the Company in instances where the number into which the debt can be converted is not fixed. For example,
when convertible debt converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that
the embedded conversion option of the convertible debt be bifurcated from the host contract and recorded at their fair value. In accounting
for derivatives under accounting standards, the Company recorded a liability representing the estimated present value of the conversion
feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated
with the embedded derivative. The discount is amortized over the life of the convertible debt, and the derivative liability is adjusted
periodically according to stock price fluctuations.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
6.
|
DERIVATIVE LIABILITIES (Continued)
|
The convertible notes (the “Notes”)
issued do not have fixed settlement provisions because their conversion prices are not fixed. The conversion features have been characterized
as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of
operations.
During the nine months ended March
31, 2021, the Company recorded a net loss in change in derivative of $142,122,146 in the statement of operations due to the change in
fair value of the remaining notes, for the nine months ended March 31, 2021.
At March 31,
2021, the fair value of the derivative liability was $201,779,864.
For purpose of determining the fair
market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice formula. The significant
assumptions used in the Binomial lattice formula of the derivatives are as follows:
Risk free interest rate
|
|
0.09% - 0.35%
|
Stock volatility factor
|
|
153.0% - 243.0%
|
Weighted average expected option life
|
|
3 months - 5 year
|
Expected dividend yield
|
|
None
|
|
7.
|
COMMON STOCK PURCHASE AGREEMENTS
|
On July 27, 2020, the Company entered
into a common stock purchase agreement with an investor. Pursuant to the purchase agreement, subject to certain conditions set forth
in the purchase agreement, the investor was obligated to purchase up to $2.1 million of the Company’s common stock from time to
time through September 30, 2020. The purchase price per share under the purchase agreement was 85% of the lowest closing price during
the five (5) business days prior to closing, not to exceed the valuation cap set forth in the purchase agreement. During the nine months
ended March 31, 2021, the Company issued 20,000,000 shares of common stock at a purchase price of $0.025 per share under the purchase
agreement. The Company received net proceeds of $460,300 after legal fees and commissions.
On September 21, 2020, the Company
entered into a common stock purchase agreement with an investor. Under the purchase agreement, the Company had the right to sell, in its
discretion (subject to the terms and conditions of the purchase agreement) up to an aggregate of $4,000,000 of common stock to the investor.
The Company had the right, in its sole discretion, subject to the conditions and limitations in the purchase agreement, to direct the
investor, by delivery of a purchase notice from time to time to purchase over the 6-month term of the purchase agreement, a minimum of
$10,000 and up to a maximum of $400,000 of shares of common stock for each purchase notice (provided that, the purchase amount for any
purchase could not exceed two times the average of the daily trading dollar volume of the common stock during the 10 business days preceding
the purchase date). The number of shares issuable under each purchase was 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” was 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 Company could not deliver more than one purchase notice to the investor every ten
business days, except as the parties may otherwise agree.
During the nine months ended March
31, 2021, the Company received aggregate net proceeds of $1,632,000 for the purchase of 84,310,249 shares of common stock under the purchase
agreement. The purchase agreement was terminated on December 1, 2020.
On February 4, 2021, the Company entered
into a purchase agreement with an investor to purchase up twenty-five million dollars ($25,000,000) of the Company’s registered
common stock. The Company has the right, in its sole discretion, subject to the conditions and limitations in the purchase agreement,
to direct the investor, by
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
7.
|
COMMON STOCK PURCHASE AGREEMENTS (Continued)
|
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 was $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. As of March 31, 2021, the investor has
purchased 92,725,060 shares of common stock for a purchase price of $12,750,000.
|
8.
|
SECURITIES PURCHASE AGREEMENT
|
On December 1, 2020, the Company entered
into a securities purchase agreement, under which, upon closing on December 3, 2020 the Company received $9.0 million from the sale of
120.0 million shares of common stock and warrants to purchase 120.0 million shares of common stock at an exercise price of $0.075 per
share. The purchase agreement and warrants were accounted for at fair value using the Black-Scholes valuation model. The estimated fair
value of the purchase agreement was $4,979,933 and $3,900,067 for the warrants, which was recognized in the financial statements as of
March 31, 2021.
On December 29, 2020, the Company received
$9.0 million from exercise of warrants to purchase 120.0 million shares of common stock, at an exercise price of $0.075 per share. As
consideration for the exercise, the holder was issued an additional 132.0 million common stock purchase warrants, at an exercise price
of $0.075 per share and an exercise period of thirty months. The warrants were accounted for at fair value using the Black Scholes valuation
model. The estimated value of $15,928,314 was deemed to be dividends, which was netted against the proceeds and recognized in the financial
statements as of March 31, 2021. During the period ended March 31, 2021, the 132.0 million warrants were exercised for gross proceeds
of $9,900,000.
On February 24, 2021, the Company entered
into a securities purchase agreement, under which, upon closing on March 1, 2021, the Company issued 95,238,096 shares of the Company’s
common stock, and warrants to purchase an aggregate of 71,428,572 shares of common stock, in a registered direct offering at a combined
purchase price of $0.105 per share and 0.75 of one warrant, for aggregate gross proceeds to the Company of approximately $10,000,000.
The warrants are exercisable for a period of five years commencing upon issuance, at an exercise price of $0.12 per share, subject to
certain adjustments set forth therein. In addition, the Company issued to the designees of the placement agent warrants to purchase an
aggregate of up to 6,666,667 shares, with an exercise price of $0.13125 per share and a term of five years from the commencement of the
sales in connection with the offering.
The purchase agreement and warrants
were accounted for at fair value using the Black-Scholes valuation model. The estimated fair value of the purchase agreement was $8,677,572
and $1,322,428 for the warrants, which was recognized in the financial statements as of March 31, 2021.
SUNHYDROGEN, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS –
UNAUDITED
MARCH 31, 2021 AND 2020
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
On September 15, 2020, the Company
entered into a marketing agreement. The fees are to be paid in cash and registered unrestricted stock. As of March 31, 2021, the Company
has paid a $34,250 deposit, with the balance of the payments and the stock issuances due upon completion of a deliverable.
On September 1, 2020, the Company entered
into a research agreement with the University of Iowa. As consideration under the research agreement, the University of Iowa will receive
a maximum of $299,966 from the Company. The research agreement may be terminated by either party upon sixty (60) day prior written notice
or a material breach or default, which is not cured within 90 days of receipt of a written notice of such breach.
The term of the research agreement
is from September 1, 2020 through August 31, 2021. As of March 31, 2021, the Company has accrued the amount due of $99,989.
In the normal
course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary
course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. The Company is not
currently party to any material legal proceedings.
As of March 31, 2021, the Company reported
an accrual associated with the CEO’s prior year salary in the amount of $186,000.
During the nine months ended March
31, 2021, the Company redeemed options to purchase an aggregate of 13,146,826 shares of the Company’s common stock for an aggregate
redemption price of $1,250,000.
Management evaluated subsequent events
as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following events:
On April 1, 2021, the Company issued
13,763,764 shares of commons stock for a purchase price of $1,100,000, pursuant to the purchase agreement dated February 4, 2021.
On April 7, 2021, the Company issued
14,289,265 shares of commons stock for a purchase price of $1,150,000, pursuant to the purchase agreement dated February 4, 2021.
On April 21, 2021, the Company issued
22,032,903 shares of common stock for a purchase price of $1,500,000, pursuant to the purchase agreement dated February 4, 2021.
On May 4, 2021, the Company issued
20,996,641 shares of common stock for a purchase price of $1,500,000, pursuant to the purchase agreement dated February 4, 2021.
On May 13, 2021, the Company issued 126,188,003
shares of common stock upon conversion of principal in the amount of $85,100, plus accrued interest of $34,779 for the convertible note
dated February 3, 2017.
On May 14, 2021, the Company issued 17,806,268
shares of common stock for a purchase price of $1,000,000, pursuant to the purchase agreement dated February 4, 2021.
On May 14, 2021, the Company issued 83,074,261
shares of restricted common stock upon conversion of principal in the amount of $60,000, plus accrued interest of 18,921.
On May 14, 2021, the Company issued 96,334,535
shares of restricted common stock upon conversion of principal in the amount of $70,000, plus accrued interest of 21,518.
On May 14, 2021, the Company issued 58,491,132
shares of restricted common stock upon conversion of principal in the amount of $42,000, plus accrued interest of 13,567.