HYSR SunHydrogen Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

On July 27, 2020 SunHydrogen, Inc. (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) with Triton Funds LP (“Triton”).

Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton is obligated to purchase up to $2.1 million of the Company’s common stock from time to time through September 30, 2020.

Each time the Company wishes to issue and sell common stock to Triton under the Purchase Agreement, the Company is required to provide Triton with a purchase notice (the “Purchase Notice”), which Purchase Notice sets forth the total number of shares of common stock that the Company elects to sell to Triton (the “Purchased Shares”). The total purchase price to be paid by Triton at each closing will be determined by multiplying the number of Purchased Shares to be sold by the Company in the Purchase Notice by the purchase price per share, which will be 85% of the lowest closing price of the Company’s common stock during the five business days prior to closing; provided, however, in no event will Triton be obligated to purchase common stock for an aggregate offering price greater than $2.1 million, and subject to a valuation cap for the Company of $150,000,000. Further, Triton will not be entitled to purchase that number of Purchased Shares, which when added to the sum of the number of shares of common stock beneficially owned by Triton, would exceed 9.9% of the number of shares of common stock outstanding.

Closing for sales of common stock will occur on the second business day following the date on which the Purchased Shares are received by Triton’s custodian. At the closing, Triton will pay the purchase price for the Purchased Shares. The Company has agreed to pay Triton $5,000 as an investment fee that will be deducted from the purchase price at the initial closing.

The Company will pay a fee of 7% of the gross proceeds it receives from sales of common stock under the Purchase Agreement to Network 1 Financial Securities, Inc. (“Network 1”), pursuant to a finder’s agreement between the Company and Network 1.

The shares were offered, and will be issued, pursuant to the Prospectus Supplement, dated July 27, 2020, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-239632) filed with the Securities and Exchange Commission on July 2, 2020.

Sichenzia Ross Ference LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1 attached hereto and incorporated herein by reference.