Current Report Filing (8-k)
February 02 2022 - 7:55AM
Edgar (US Regulatory)
0001481028
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--06-30
0001481028
2022-01-27
2022-01-27
iso4217:USD
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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):
January 27, 2022
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On January 27, 2022, SunHydrogen, Inc. (the “Company”)
adopted amended and restated bylaws.
On January 27, 2022, the Company filed a Certificate of Withdrawal
of Certificate of Designation with the Secretary of State of Nevada, pursuant to which the Company withdrew its Series B Preferred Stock.
On January 27, 2022, the Company filed a certificate of designation
of Series A Preferred Stock with the Secretary of State of Nevada, and issued 1,000 shares of Series A Preferred Stock to Timothy Young,
the Company’s chief executive officer, for services rendered.
Pursuant to the certificate of designation, the Company designated
1,000 shares of preferred stock as Series A Preferred Stock. The Series A Preferred Stock is not convertible into common stock, and does
not have any dividend rights or any liquidation preference. The Series A Preferred Stock entitles the holder to 51% of the voting power
of the Company’s stockholders. The Series A Preferred Stock will automatically be redeemed by the Company at the par value of $0.001
per share, on the first to occur of the following events: (i) a date sixty days after the effective date of the certificate of designation,
(ii) the date that Timothy Young ceases to serve as officer, director or consultant of the Company, or (iii) on the date that the Company’s
shares of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of the preferential
voting rights.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
On January 27, 2022,
Timothy Young, the holder of the majority of the voting power of the shareholders of the Company, and the Company’s chief executive
officer, approved by written consent (i) an amendment to the Company’s articles of incorporation to increase the Company’s
authorized shares of common stock from 5,000,000,000 to 10,000,000,000, (ii) an amendment to the Company’s articles of incorporation
to effect a reverse stock split of the Company’s common stock by a ratio of not less than 1-for-100 and not more than 1-for-500
at any time prior to the one year anniversary of filing the definitive information statement with respect to the reverse split, with the
board of directors having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse
split to be set at a whole number within the above range as determined by the board in its discretion, and (iii) the adoption of the Company’s
2022 Equity Incentive Plan. Such shareholder approval for such actions will be effective 20 days after the definitive information statement
relating to such actions is mailed to shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) 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: February 2, 2022
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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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