8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): March 4, 2021

SUNHYDROGEN,INC.

(Exact name of registrant as specified in its charter)

10E. Yanonali, Suite 36

SantaBarbara, 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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item1.01 Entry into a Material Definitive Agreement.

On March 4, 2021, SunHydrogen, Inc. (the “Company”) entered into redemption agreements with Timothy Young, the Company’s chief executive officer, Mark Richardson, a director of the Company, and with a consultant of the Company. Pursuant to the redemption agreements, the Company agreed to redeem an aggregate of 13,146,826 options to purchase shares of common stock of the Company (including 7,886,435 options held by Mr. Young with an exercise price of $0.0099, 2,628,812 options held by Mr. Richardson with an exercise price of $0.0099, and 2,631,579 options held by a consultant with an exercise price of $0.01) for a redemption price of $0.0951 per option (with respect to the options held by Mr. Young and Mr. Richardson) or $0.095 per option (with respect to the options held by a consultant). The option redemptions are being completed in accordance with the use of proceeds disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission on February 26, 2021.

Item9.01 Financial Statements and Exhibits.

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.

2

Exhibit 10.1

Form of Redemption Agreement

Redemption Agreement, dated March 4, 2021, between ________, an individual (the “Holder”), and SunHydrogen, Inc. a Nevada corporation (the “Company”).

WHEREAS, in consideration of services rendered to the Company, the Holder received options to purchase 10,000,000 (the “Options”) shares of common stock of the Company at an exercise price of $___ per Option;

WHEREAS, the Holder desires to have the Company redeem and cancel _________ Options in exchange for the Redemption Consideration (as defined below), and the Company desires to redeem from Holder and cancel the Options in exchange for the Redemption Consideration:

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. The Company hereby redeems from the Holder and Holder hereby transfers to the Company the Options free and clear of any encumbrances, which Options shall automatically be canceled (the “Redemption”) effective as of the Redemption Closing (as defined below). Upon consummation of the Redemption, Holder will have the right to receive $__________ (the “Redemption Consideration”), which will be paid by the Company to the Holder no later than (3) business days following the Redemption (the “Redemption Closing”).

2. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.

3. This Agreement 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 Agreement. A signature delivered by facsimile or email shall constitute an original.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.