8-K
SUNHYDROGEN, INC. (HYSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange 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<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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.
| Exhibit No | Exhibit |
|---|---|
| 5.1 | Opinion of Sichenzia Ross Ference LLP |
| 10.1 | Amendment No. 1 to Purchase Agreement dated March 1, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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
Exhibit 5.1
March 1, 2022
SunHydrogen, Inc.
10 E. Yanonali, Suite 36
Santa Barbara, CA 93101
Re: Common Stock registered under Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to SunHydrogen, Inc., a Nevada corporation (the “Company”), in connection with the purchase agreement dated February 4, 2021, as amended by amendment No. 1 thereto, dated March 1, 2022 (as amended, the “Purchase Agreement”) by and between the Company and GHS Investments, LLC (the “Investor”), relating to the sale by the Company to the Investor of up to $25,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share.
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:
Articles of Incorporation of the Company, as amended;
Bylaws of the Company, as amended;
The Purchase Agreement;
Registration Statement on Form S-3 (Registration No. 333-252523) as filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 28, 2021 (as such registration statement became effective on February 3, 2021, the “Registration Statement”) pursuant to the Securities Act;
The prospectus supplement filed with the Commission on February 5, 2021, pursuant to Rule 424(b)(5) promulgated under the Securities Act, and the sticker supplement thereto, filed with the Commission on March 1, 2022 (as supplemented by such sticker supplement, the “Prospectus Supplement”), together with the base prospectus dated February 3, 2021; and
Written consent of the Board of Directors of the Company approving the Purchase Agreement.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed (i) that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties.
1185 Avenue of the Americas
| 31^st^ Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 |
WWW.SRF.LAW
The opinion expressed below is limited to the federal securities laws of the United States of America and the corporate laws of the State of Nevada and we express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that when the Shares have been delivered to and paid for by the Investor as contemplated by the Purchase Agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Sichenzia Ross Ference LLP
1185 Avenue of the Americas
| 31^st^ Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 |
WWW.SRF.LAW
Exhibit 10.1
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
This Amendment No. 1 to Purchase Agreement (this “Amendment”) dated this 1st day of March, 2022, by and among SunHydrogen, Inc., a Nevada corporation (the “Company”) and GHS Investments, LLC, a Nevada limited liability company (the “Investor”).
WHEREAS, the Company and the Investor are party to a purchase agreement, dated February 4, 2021 (the “Purchase Agreement”);
WHEREAS, the Company and the Investor desire to amend the Purchase Agreement as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. The definition of the “Maturity Date” under the Purchase Agreement is hereby amended to be March 31, 2022.
2. Except as modified herein, the terms of the Purchase Agreement shall remain in full force and effect.
3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
SUNHYDROGEN, INC.
By: /s/ Timothy Young
Name: Timothy Young
Title: Chief Executive Officer
GHS INVESTMENTS, LLC
By: /s/ Sarfraz Hajee
Name: Sarfraz Hajee
Title: Member