Current Report Filing (8-k)
March 01 2022 - 5:52PM
Edgar (US Regulatory)
0001481028
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0001481028
2022-03-01
2022-03-01
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xbrli:shares
iso4217:USD
xbrli:shares
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):
March 1, 2022
SUNHYDROGEN, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-54437 |
|
26-4298300 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
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):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which
registered |
Not applicable |
|
Not applicable |
|
Not applicable |
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 March 1, 2022, SunHydrogen, Inc. (the “Company”) entered
into an amendment to the Company’s purchase agreement, dated February 4, 2021 (as amended, the “Purchase Agreement”)
with GHS Investments, LLC (“GHS”). Under the amendment, the term of the Purchase Agreement was extended to March 31, 2022.
Shares issued or issuable under the Purchase Agreement have been or will
be issued pursuant to the Prospectus Supplement, dated February 4, 2021, as supplemented by the sticker supplement thereto, dated March
1, 2022, 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.
Sichenzia Ross Ference LLP, counsel to the Company, has issued an opinion
to the Company regarding the validity of the securities issued or 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.
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.
|
SUNHYDROGEN, INC. |
|
|
Date: March 1, 2022 |
/s/ Timothy Young |
|
Timothy Young |
|
Chief Executive Officer |
2
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