Current Report Filing (8-k)
December 29 2020 - 07:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 28, 2020
SUNHYDROGEN, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-54437
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26-4298300
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 E. Yanonali, Suite 36
Santa Barbara, CA 93101
(Address of principal executive offices
and Zip Code)
Registrant’s telephone number, including
area code: (805) 966-6566
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2
of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 28, 2020, SunHydrogen, Inc. (the “Company”)
entered into a letter agreement (“Letter Agreement”) with an existing accredited investor to exercise certain outstanding
warrants (the “Exercise”) to purchase up to an aggregate of 120,000,000 shares of the Company’s common stock
at an exercise price per share of $0.075 (the “Existing Warrants”). The Existing Warrants were issued on December
3, 2020, had an exercise price of $0.075 per share and an exercise period of 30 months from the date of issuance.
The issuance of the 120,000,000 shares
of common stock upon exercise of the Existing Warrants is registered pursuant to effective registration statements on Form S-3
(File Nos. 333-239632 and 333-251064). The gross proceeds to the Company from the Exercise are expected to be approximately $9.0
million, prior to deducting placement agent fees and offering expenses.
In consideration for the immediate
exercise of the Existing Warrants for cash, the exercising investor will receive new unregistered warrants to purchase up to an
aggregate of 132,000,000 shares of common stock (the “New Warrants”). The New Warrants will have an exercise price
of $0.075 per share, with an exercise period of three years from the date of issuance.
H.C.
Wainwright & Co., LLC (“Wainwright”) is acting as the exclusive placement agent for the Exercise and the issuance
of the New Warrants. Pursuant to a letter agreement dated November 30, 2020, as amended on December 28, 2020, between the Company
and Wainwright (the “Engagement Agreement”), at the closing of the Exercise, the Company will issue to Wainwright (or
its designees) warrants to purchase up to an aggregate of 8,400,000 shares of common stock of the Company (the “Placement
Agent Warrants”), which equals 7.0% of the aggregate number of shares of common stock issuable to the investor upon the Exercise.
The Placement Agent Warrants will have an exercise price of $0.0938 per share and will otherwise have identical terms to the New
Warrants. In addition, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received
by the Company from the Exercise and the sale of the New Warrants, a management fee of 1.0% of the gross proceeds received by the
Company from the Exercise and the sale of the New Warrants, $35,000 for non-accountable expenses and a $12,900 clearing fee.
The closing of the Exercise and the
issuance of the New Warrants is expected to take place on or about December 31, 2020.
The foregoing summaries of the Letter
Agreement, the New Warrants and Engagement Agreement, are qualified by reference to the full text of such documents which are filed
as exhibits to this report.
Item
3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated by reference
into this Item 3.02. In connection with the sale of the New Warrants and the Placement Agent Warrants and the shares of common
stock issuable thereunder, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, for transactions not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUNHYDROGEN, INC.
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Date: December 29, 2020
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/s/ Timothy Young
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Timothy Young
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Chief Executive Officer
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2
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