Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
Date of Report (Date of earliest event reported): February 4,
(Exact name of registrant as specified in its charter)
or other jurisdiction
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)
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.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which
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 February 4, 2021, SunHydrogen, Inc. (the “Company”) entered into
a purchase agreement (the “Purchase Agreement”) with GHS
Investments, LLC (“GHS”). Under the Purchase Agreement, the Company
may sell, in its discretion (subject to the terms and conditions of
the Purchase Agreement) up to an aggregate of $25,000,000 of common
stock to GHS.
The Company has the right, in its sole discretion, subject to the
conditions and limitations in the Purchase Agreement, to direct
GHS, by delivery of a purchase notice from time to time (a
“Purchase Notice”) to purchase (each, a “Purchase”) over the
12-month term of the Purchase Agreement, a minimum of $100,000 and
up to a maximum of $5,000,000 (the “Purchase Amount”) of shares of
common stock (the “Purchase Shares”) for each Purchase Notice,
provided that the parties may agree to waive such limitation, and
provided further that, the initial Purchase Amount will be
$7,000,000.The number of Purchase Shares the Company will issue
under each Purchase will be equal to 112.5% of the Purchase Amount
sold under such Purchase, divided by the Purchase Price per share
(as defined under the Purchase Agreement). The “Purchase Price” is
defined as 90% of the lowest end-of-day volume weighted average
price of the common stock for the five consecutive business days
immediately preceding the purchase date, including the purchase
The Purchase Agreement prohibits the Company from directing GHS to
purchase any shares of common stock if those shares, when
aggregated with all other shares of the Company’s common stock then
beneficially owned by GHS and its affiliates, would result in GHS
and its affiliates having beneficial ownership, at any single point
in time, of more than 4.99% of the then total outstanding shares of
the Company’s common stock.
There are no trading volume requirements or restrictions under the
Purchase Agreement. The Company will control the timing and amount
of any sales of its common stock to GHS. Except for the initial
Purchase Notice, the Company may not deliver a Purchase Notice
prior to five business days from the most recent receipt by GHS’s
broker of Purchase Shares, except as the parties may otherwise
agree. The Company may at any time in its sole discretion terminate
the Purchase Agreement.
If an event of default (as defined under the Purchase Agreement)
(all of which are outside the control of GHS) occurs and is
continuing, the Company may not deliver to GHS any Purchase
The Company will pay a finder’s fee to J.H. Darbie & Co., Inc.
of 4% of the net proceeds the Company receives from sales of its
common stock to GHS under the Purchase Agreement.
The shares were offered, and will be issued, pursuant to the
Prospectus Supplement, dated February 4, 2021, to the Prospectus
included in the Company’s Registration Statement on Form S-3
(Registration No. 333-252523) filed with the Securities and
Exchange Commission on January 28, 2021.
GHS was also the purchaser under a securities purchase agreement
with the Company dated September 21, 2020.
Sichenzia Ross Ference LLP, counsel to the Company, has issued an
opinion to the Company regarding the validity of the securities to
be issued in the offering. A copy of the opinion is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Purchase Agreement is qualified in
its entirety by reference to Exhibit 10.1 attached hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
February 5, 2021
SunHydrogen (PK) (USOTC:HYSR)
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