Item 1.01
Entry into a Material Definitive Agreement.
On December 1, 2020, SunHydrogen, Inc.
(the “Company”) entered into a securities purchase agreement (“Purchase Agreement”) with the purchaser
set forth on the signature page thereto (the “Purchaser”) for the purchase and sale of an aggregate of 120,000,000
shares of the Company’s common stock (the “Shares”), and warrants to purchase an aggregate of up to 120,000,000
shares of common stock (“Warrants”), in a registered direct offering at a combined purchase price of $0.075 per Share
and Warrant, for an aggregate gross proceeds to the Company of $9,000,000. The Warrants will be exercisable for a period commencing
upon issuance and expiring 30 months from issuance, at an exercise price of $0.075 per share.
Pursuant to an engagement letter (the “Engagement
Letter”) dated November 30, 2020 by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”),
the Company engaged Wainwright to act as the Company’s exclusive placement agent in connection with the registered direct
offering. Pursuant to the engagement agreement, the Company agreed to pay Wainwright a cash fee of 7.0% of the gross proceeds the
Company receives under the Purchase Agreement. The Company also agreed to pay Wainwright (i) a management fee equal to 1.0% of
the gross proceeds raised in the offering; (ii) $85,000 for non-accountable expenses; and (iii) closing costs of $5,000. In addition,
the Company agreed to issue to Wainwright (or its designees) placement agent warrants (the “Placement Agent Warrants”)
to purchase a number of shares equal to 7.0% of the aggregate number of Shares sold under the Purchase Agreement., or warrants
to purchase up to an aggregate of 8,400,000 shares. The Placement Agent Warrants generally will have the same terms as the Warrants,
except they will have an exercise price of $0.0938 and the Placement Agent Warrants and the shares of common stock issuable thereunder
are not registered under the Securities Act of 1933, as amended.
The gross proceeds from the registered
direct offering are expected to be approximately $9.0 million, before deducting fees payable to the placement agent and other estimated
offering expenses. The Company intends to use the net proceeds primarily to accelerate the development of its breakthrough nanoparticle
hydrogen generation technology, as well as for working capital and general corporate purposes. The registered direct offering is
expected to close on or about December 3, 2020, subject to the satisfaction of customary closing conditions.
The Shares and Warrants (and underlying
shares) were offered, and will be issued, pursuant to the Prospectus Supplement, dated December 1, 2020, to the Prospectus included
in the Company’s Registration Statement on Form S-3 (Registration No. 333- 239632) filed with the Securities and Exchange
Commission on July 2, 2020 and declared effective on July 8, 2020, and Registration Statement on Form S-3MEF (File No. 333- 251064)
filed pursuant to Rule 462(b).
Sichenzia Ross Ference LLP, counsel to
the Company, has issued an opinion to the Company regarding the validity of the securities 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.
The foregoing summaries of the terms of
the Purchase Agreement, Warrants, Placement Agent Warrants, and Engagement Letter described herein are subject to, and qualified
in their entirety by, such documents, which are incorporated herein by reference.
Item 1.02
Termination of a Material Definitive Agreement
On September 23, 2020, the Company filed
a Current Report on Form 8-K to report it had entered into a purchase agreement dated September 21, 2020 (the “GHS Agreement”)
with GHS Investments, LLC (“GHS”). On December 1, 2020, the Company terminated the GHS Agreement. Under the GHS Agreement,
the Company had the right to sell, in the Company’s discretion (subject to the terms and conditions of the GHS Agreement),
up to an aggregate of $4,000,000 of common stock to GHS. As of December 1, 2020, the Company sold $1,700,000 pursuant to the GHS
Agreement.