Current Report Filing (8-k)
March 01 2021 - 06:57AM
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): January 21,
2021
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On January 21, 2021, SunHydrogen, Inc. (the “Company”) entered into
an employment agreement with Timothy Young, the Company’s
president, chief executive officer, interim chief financial
officer, and chairman.
Under the employment agreement, Mr. Young will continue to serve in
such positions and will receive an annual base salary of $354,000,
effective as of January 1, 2021, which base salary will be reviewed
annually by the Board. Mr. Young received a $150,000 signing bonus
under the employment agreement and his bonus opportunities will
include up to an additional 100% of base salary upon meeting
certain objectives to be set by the Board for each calendar year,
payable at the end of each calendar quarter as the objectives are
satisfied. In addition, upon the Company being up-listed to the
Nasdaq Capital Market or New York Stock Exchange, Mr. Young will
receive a $250,000 bonus. Mr. Young will also receive a grant of
one hundred million shares of restricted stock units, subject to a
vesting schedule to be determined by the Board. Provisions in the
agreement regarding termination of employment provide that if Mr.
Young is terminated without “cause” or he resigns voluntarily for
“good reason,” as each term is defined in the agreement, he will be
eligible to receive a lump sum of one year of his base salary and
of his bonus and that 100% of all outstanding unvested equity
awards will vest immediately, with all outstanding unexercised
stock options remaining exercisable for one year form the date of
termination. The agreement also includes customary insurance and
indemnification provisions.
The foregoing description of the employment agreement is qualified
by reference to the full text of the agreement which is filed as an
exhibit to this report.
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, 2021 |
/s/
Timothy Young |
|
Timothy
Young |
|
Chief
Executive Officer |
2
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