Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-239632
PROSPECTUS
SUPPLEMENT
(To the
Prospectus Dated July 8, 2020)
$2,100,000
Common
Stock
SUNHYDROGEN,
INC.
We have
entered into a common stock purchase agreement (the “Triton
Agreement”) with Triton Funds LP (“Triton”) relating to the sale to
Triton of shares of our common stock offered by this prospectus supplement and the
accompanying prospectus. Triton is obligated to
purchase up to $2,100,000 of our common stock pursuant to the
Triton Agreement. The prices at which Triton will purchase
the shares will be equal to 85% of the lowest closing price of the
Company’s common stock during the 5 business days prior to closing
of each sale of common stock under the Triton Agreement.
See The Triton
Transaction on page S-2 of this prospectus for a
description of the Triton Agreement.
Our common
stock is quoted on the OTC Pink market under the symbol “HYSR.” The
last reported sales price of our common stock on July 24, 2020 was
$0.03 per share.
Investing in our
common stock involves a high degree of risk. See “Risk Factors”
beginning on page S-4 of this prospectus
supplement.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal
offense.
The
date of this prospectus supplement is July 27, 2020.
TABLE
OF CONTENTS
ABOUT THIS
PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus relate to the
offering of our common stock. Before buying any of the common stock
that we are offering, we urge you to carefully read this prospectus
supplement and the accompanying prospectus, together with the
information incorporated by reference as described under the
headings “Where You Can Find More Information” and “Information
Incorporated by Reference” in this prospectus supplement. These
documents contain important information that you should consider
when making your investment decision.
This
document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering and
also adds to and updates information contained in the accompanying
prospectus and the documents incorporated by reference herein or
therein. The second part, the accompanying prospectus, provides
more general information. Generally, when we refer to this
prospectus, we are referring to both parts of this document
combined. To the extent there is a conflict between the information
contained in this prospectus supplement, on the one hand, and the
information contained in any document incorporated by reference
into this prospectus supplement that was filed with the Securities
and Exchange Commission (the “SEC”), before the date of this
prospectus supplement, on the other hand, you should rely on the
information in this prospectus supplement. If any statement in one
of these documents is inconsistent with a statement in another
document having a later date—for example, a document incorporated
by reference into this prospectus supplement—the statement in the
document having the later date modifies or supersedes the earlier
statement.
We further
note that the representations, warranties and covenants made by us
in any agreement that is filed as an exhibit to any document that
is incorporated by reference herein or in the accompanying
prospectus were made solely for the benefit of the parties to such
agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreement, and should not be deemed
to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
You should
rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. We
have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer
to sell or seeking an offer to buy our common stock under this
prospectus in any jurisdiction where the offer or sale is not
permitted. Persons outside the United States who come into
possession of this prospectus must inform themselves about, and
observe any restrictions relating to, the offering of the
securities and the distribution of this prospectus outside the
United States. Furthermore, you should not consider this prospectus
to be an offer or solicitation relating to the securities if the
person making the offer or solicitation is not qualified to do so,
or if it is unlawful for you to receive such an offer or
solicitation. You should not assume that the information contained
in this prospectus is accurate as of any date other than the date
on the front cover of this prospectus, or that the information
contained in any document incorporated by reference is accurate as
of any date other than the date of the document incorporated by
reference, regardless of the time of delivery of this prospectus or
any sale of a security. Our business, financial condition, results
of operations and prospects may have changed since those dates. It
is important for you to read and consider all information contained
in this prospectus supplement, the accompanying prospectus, and the
documents incorporated by reference herein and therein, in their
entirety, before making an investment decision. You should also
read and consider the information in the documents to which we have
referred you in the sections entitled “Where You Can Find More
Information” and “Information Incorporated by Reference” in this
prospectus supplement and in the accompanying
prospectus.
In this
prospectus supplement and the accompanying prospectus, unless the
context otherwise requires, references to “SunHydrogen,” the
“Company,” “we,” “our,” or “us,” refer to SunHydrogen, Inc. unless
the context suggests otherwise.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights certain information about this offering and
selected information contained elsewhere in or incorporated by
reference into this prospectus supplement and the accompanying
prospectus. This summary is not complete and does not contain all
of the information that you should consider before deciding whether
to invest in our shares of common stock. You should carefully read
this entire prospectus supplement and accompanying prospectus,
including the information incorporated herein and therein,
including the “Risk Factors” section contained in this prospectus
supplement and the other documents incorporated by reference into
this prospectus supplement.
Overview
At
SunHydrogen, Inc., our goal is to replace most forms of energy on
earth with clean renewable hydrogen.
Our
patented low-cost technology is intended to produce renewable
hydrogen using sunlight and any source of water, including seawater
and wastewater. Unlike non-renewable hydrocarbon fuels, such as
oil, coal and natural gas, where carbon dioxide and other
contaminants are released into the atmosphere when used, hydrogen
fuel usage produces pure water as the only byproduct. By optimizing
the science of water electrolysis at the nano-level, our low-cost
nanoparticles mimic photosynthesis to efficiently use sunlight to
split water molecules into environmentally friendly renewable
hydrogen. Using our low-cost method to produce renewable hydrogen,
we intend to enable a world of distributed hydrogen production for
renewable electricity and hydrogen fuel cell vehicles.
Our
technology is primarily developed at the University of Iowa,
through a sponsored research agreement. Over the past several
years, our team has been focused on developing the technology to a
point at which it can be commercialized. After years of dedication,
we are now ready to move from the lab into production with the
first generation of our technology for demonstration.
Our
technology is packaged into a self-contained hydrogen generation
panel that requires only sunlight and water. Just like solar panels
convert sunlight into electricity, our hydrogen panels will convert
sunlight and water into hydrogen. As a result of this form factor,
the panels can be installed almost anywhere to produce hydrogen
fuel at or near the point of use. We believe that this distributed
model of hydrogen production addresses one of the biggest
challenges of the hydrogen economy, which is the prohibitive high
infrastructure cost of transporting hydrogen to the points of
use.
The
Triton Transaction
On July
27, 2020, we entered into a common stock purchase agreement (the
“Triton Agreement”) with Triton. Pursuant to the Triton Agreement,
under this prospectus, subject to certain conditions set forth in
the Triton Agreement, Triton is obligated to purchase up to $2.1
million of our common stock from time to time through September 30,
2020.
Each time we wish to issue and sell common stock to Triton under
the Triton Agreement, we will provide Triton with a purchase notice
(the “Purchase Notice”), which Purchase Notice will set forth the
total number of shares of common stock that the Company elects to
sell to Triton (the “Purchased Shares”). The total purchase price
to be paid by Triton at each closing will be determined by
multiplying the number of Purchased Shares to be sold by the
Company in each Purchase Notice by the purchase price per share,
which will be 85% of the lowest closing price of the Company’s
common stock during the five business days prior to closing;
provided, however, in no event will Triton be obligated to purchase
common stock for an aggregate offering price greater than $2.1
million, and subject to a valuation cap for the Company of
$150,000,000. Further, Triton will not be entitled to purchase that
number of Purchased Shares, which when added to the sum of the
number of shares of common stock beneficially owned by Triton,
would exceed 9.9% of the number of shares of common stock
outstanding.
Closing
for sales of common stock will occur on the second business day
following the date on which the Company delivers the Purchased
Shares to Triton’s custodian. At the closing, Triton will pay the
purchase price for the Purchased Shares. We have agreed to pay
Triton $5,000 as an investment fee that will be deducted from the
purchase price at the initial closing. There is no arrangement for
funds to be received in an escrow, trust or similar
arrangement.
Corporate
Information
Our
principal executive offices are located at 10 E. Yanonali, Suite
36, Santa Barbara, CA 93101. Our telephone number is (805)
966-6566. We maintain an Internet website at www.sunhydrogen.com.
The information contained on, connected to or that can be accessed
via our website is not part of this prospectus. We have included
our website address in this prospectus as an inactive textual
reference only and not as an active hyperlink.
THE
OFFERING
| Common
stock offered by us |
Shares
of our common stock having an aggregate offering price of up to
$2,100,000. |
| |
|
| Offering
price |
The
offering price per share will be determined on each closing date
and will be equal to 85% of the lowest closing price of the
Company’s common stock during the five business days prior to
closing. |
| |
|
| Common
stock outstanding before the offering |
2,180,067,917 |
| |
|
| Use
of Proceeds |
We
intend to use the net proceeds from this offering for research and
development, repayment of debt, and general corporate purposes,
including working capital. See “Use of Proceeds.” |
| |
|
| Risk
Factors |
See
“Risk Factors” beginning on page S-4 of this prospectus supplement
and in the documents incorporated by reference herein for a
discussion of factors you should consider carefully before
investing in our common stock. |
| |
|
| OTC
Pink symbol of common stock |
“HYSR” |
The number
of shares of common stock outstanding before this offering is based
on 2,180,067,917 shares of our common stock outstanding as of July
27, 2020. Unless we specifically state otherwise, the share
information in this prospectus supplement excludes:
|
● |
127,944,458 shares of
common stock issuable upon the exercise of stock options at a
weighted average exercise price of $0.0094; and |
|
● |
shares
of common stock issuable upon conversion of convertible notes in
the aggregate amount of approximately $2,466,345 which are
convertible into shares of common stock at variable conversion
prices. |
RISK
FACTORS
An
investment in our common stock involves a high degree of risk.
Prior to making a decision about investing in our common stock, you
should carefully consider the risk factors described below and the
risk factors discussed in the sections entitled “Risk Factors”
contained in our most recent Annual Report on Form 10-K, and our
other filings with the SEC and incorporated by reference in this
prospectus supplement, together with all of the other information
contained in this prospectus supplement. Our business, financial
condition and results of operations could be materially and
adversely affected as a result of these risks. This could cause the
trading price of our common stock to decline, resulting in a loss
of all or part of your investment.
Risks
Related to this Offering
We
will have broad discretion in the use of the net proceeds from this
offering and, despite our efforts, we may use the net proceeds in a
manner that does not increase the value of your
investment.
We
currently intend to use the net proceeds from this offering for
research and development, repayment of debt, and general corporate
purposes, including working capital. However, we have not
determined the specific allocation of the net proceeds among these
potential uses. Our management will have broad discretion over the
use and investment of the net proceeds from this offering, and,
accordingly, investors in this offering will need to rely upon the
judgment of our management with respect to the use of proceeds,
with only limited information concerning our specific intentions.
We may use the net proceeds in ways that do not improve our
operating results or increase the value of your
investment.
You will experience immediate and substantial dilution in the
net tangible book value per share of the common stock you purchase
in the offering. In addition, we may issue additional equity or
convertible debt securities in the future, which may result in
additional dilution to you.
The offering price per share in this offering will exceed the net
tangible book value per share of our common stock outstanding as of
March 31, 2020. Assuming that we sell an aggregate of 85,192,697
shares of our common stock at a price of $0.02465 per share (85% of
the closing price of our common stock on OTC Pink on July 22,
2020), for aggregate gross proceeds of approximately $2,100,000,
and after deducting estimated aggregate offering expenses payable
by us, you will experience immediate dilution of $0.02876 per
share, representing the difference between our as adjusted net
tangible book value per share as of March 31, 2020 after giving
effect to this offering and the assumed offering price. See the
section titled “Dilution” below for a more detailed illustration of
the dilution you would incur if you participate in this offering.
In addition, to the extent we need to raise additional capital in
the future and we issue additional shares of common stock or
securities convertible or exchangeable for our common stock, our
then existing stockholders may experience dilution and the new
securities may have rights senior to those of our common stock
offered in this offering.
SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the
information incorporated by reference herein and therein contain or
incorporate forward-looking statements. These forward-looking
statements reflect management’s beliefs and assumptions. In
addition, these forward-looking statements reflect management’s
current views with respect to future events or our financial
performance, and involve certain known and unknown risks,
uncertainties and other factors, including those identified below,
which may cause our or our industry’s actual or future results,
levels of activity, performance or achievements to differ
materially from those expressed or implied by any forward-looking
statements or from historical results. Forward-looking statements
include information concerning our possible or assumed future
results of operations and statements preceded by, followed by, or
that include the words “may,” “will,” “could,” “would,” “should,”
“believe,” “expect,” “plan,” “anticipate,” “intend,” “estimate,”
“predict,” “potential” or similar expressions.
Forward-looking
statements are inherently subject to risks and uncertainties, many
of which we cannot predict with accuracy and some of which we might
not even anticipate. Although we believe that the expectations
reflected in the forward-looking statements are based upon
reasonable assumptions at the time made, we can give no assurance
that the expectations will be achieved. Future events and actual
results, financial and otherwise, may differ materially from the
results discussed in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements.
The
factors described under “Risk Factors” in this prospectus
supplement and in any documents incorporated by reference herein,
and other factors could cause our or our industry’s future results
to differ materially from historical results or those anticipated
or expressed in any of our forward-looking statements. We operate
in a continually changing business environment, and new risk
factors emerge from time to time. Other unknown or unpredictable
factors also could have material adverse effects on our future
results, performance or achievements. We cannot assure you that
projected results or events will be achieved or will
occur.
You should
read this prospectus supplement, the accompanying prospectus and
the information incorporated by reference herein and therein
completely and with the understanding that our actual future
results may be materially different from what we expect. Any
forward-looking statement speaks only as of the date of this
prospectus supplement. We do not assume any obligation to update
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by law.
USE OF
PROCEEDS
We may issue and sell shares of our common stock for aggregate
gross sales proceeds of up to $2,100,000 from time to time under
this prospectus supplement. We estimate that our net proceeds,
assuming we sell the maximum offering amount, will be approximately
$1.9 million.
We will retain broad discretion over the use of the net proceeds
from the sale of the securities offered hereby. Assuming we sell
the maximum offering amount, we currently intend to use
approximately $1,000,000 of the net proceeds for research and
development, approximately $300,000 for repayment of outstanding
promissory notes (including payment of certain prepayment premiums)
which have an interest rate of 10% per year and maturity dates of
between February 11, 2021 and March 17, 2021, and approximately
$600,000 for general corporate purposes, including working capital.
The precise amount and timing of the application of such proceeds
will depend upon our funding requirements and the availability and
cost of other capital. As of the date of this prospectus
supplement, we cannot specify with certainty all of the particular
uses for the net proceeds that we will have from the sale of the
shares of our common stock. Pending the use of the net proceeds
from this offering, if any, we may invest the net proceeds in
investment grade, short-term interest-bearing obligations, such as
money-market funds, certificates of deposit, or direct or
guaranteed obligations of the United States government, or hold the
net proceeds as cash.
DILUTION
If you
purchase shares of our common stock in this offering, your interest
will be diluted to the extent of the difference between the
offering price per share and the net tangible book value per share
of our common stock after this offering. We calculate net tangible
book value per share by dividing our net tangible assets (tangible
assets less total liabilities) by the number of shares of our
common stock issued and outstanding as of March 31,
2020.
Our
historical net tangible book value at March 31, 2020 was negative
($9,797,460) or approximately ($0.00534) per share of our common
stock. After giving effect to the sale of our common stock in the
aggregate amount of approximately $2,100,000 (assuming the sale of
the maximum offering amount) in this offering, at an assumed
offering price of $0.02465 per share (equal to 85% of the closing
price of our common stock on the OTC Pink on July 22, 2020), and
after deducting estimated offering expenses payable by us, our as
adjusted net tangible book value as of March 31, 2020 would have
been approximately ($7,888,160), or approximately ($0.00411) per
share of our common stock. This represents an immediate increase in
the net tangible book value of $0.00123 per share of our common
stock to our existing stockholders and an immediate dilution in net
tangible book value of approximately $0.02876 per share of our
common stock to new investors. The following table illustrates per
share dilution:
| Assumed offering price
per share |
|
$ |
0.02465 |
|
| Net
tangible book value per share as of March 31, 2020 |
|
$ |
(0.00534 |
) |
| Increase in net
tangible book value per share attributable to this
offering |
|
$ |
0.00123 |
|
| As adjusted net
tangible book value per share as of March 31, 2020, after giving
effect to this offering |
|
$ |
(0.00411 |
) |
| Dilution per share to
new investors purchasing shares in this offering |
|
$ |
0.02876 |
|
The table
above assumes for illustrative purposes that we sell an aggregate
of 85,192,697 shares of common stock at a price of $0.02465 per
share, for aggregate gross proceeds of approximately $2,100,000.
The shares sold in this offering may be sold from time to time at
various prices. This information is supplied for illustrative
purposes only.
The
information above is based on 1,836,106,500 shares of our common
stock outstanding as of March 31, 2020, and excludes, as of that
date:
|
● |
196,250,000 shares of
common stock underlying outstanding options with a weighted average
exercise price of $0.01; and |
|
● |
Shares of common stock
underlying convertible promissory notes of approximately
$1,678,810, with variable conversion prices. |
To the
extent that outstanding options are exercised, or we issue other
shares, investors purchasing shares in this offering could
experience further dilution. In addition, to the extent that we
raise additional capital through the sale of equity or convertible
debt securities, the issuance of those securities could result in
further dilution to our stockholders.
PLAN OF
DISTRIBUTION
We entered
into the Triton Agreement with Triton on July 27, 2020. Pursuant to
the Triton Agreement, under this prospectus, Triton is obligated to
purchase from us up to $2.1 million of our common stock from time
to time through September 30, 2020 (the “Commitment Period”),
subject to certain conditions to closing.
Each time we wish to issue and sell common stock to Triton under
the Triton Agreement, we will provide Triton with a purchase
notice, which Purchase Notice will set forth the total number of
shares of common stock that the Company elects to sell to Triton.
The total purchase price to be paid by Triton at each closing will
be determined by multiplying the number of Purchased Shares to be
sold by the Company in each Purchase Notice by the purchase price
per share, which will be 85% of the lowest closing price of the
Company’s common stock on the OTC Pink during the five business
days prior to closing; provided, however, in no event will Triton
be obligated to purchase common stock for an aggregate offering
price greater than $2.1 million, and subject to a valuation cap of
$150,000,000.
Closing
for sales of common stock under the Triton Agreement will occur on
the second business day following the date on which the Company
delivers the Purchased Shares to Triton’s custodian. At closing,
Triton will pay the purchase price for the shares. There is no
arrangement for funds to be received in an escrow, trust or similar
arrangement.
We have
agreed to pay Triton an investment fee of $5,000 at the initial
closing. We will also pay a fee of 7% of the gross proceeds from
this offering to Network 1 Financial Securities, Inc. (“Network
1”), pursuant to a finder’s agreement between us and Network
1.
We
estimate our total expenses for this offering, assuming we sell the
maximum offering amount of $2,100,000, will be approximately
$191,700.
We have
agreed to provide indemnification and contribution to Triton
against certain civil liabilities, including liabilities under the
Securities Act.
The
offering pursuant to the Triton Agreement and this prospectus will
terminate upon the earliest of (i) September 30, 2020, or
(ii) the sale of Purchased Shares resulting in gross proceeds
to the Company of $2.1 million.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be
passed upon by Sichenzia Ross Ference LLP, New York, New
York.
EXPERTS
The
financial statements of SunHydrogen, Inc. as of and for the years
ended June 30, 2019 and June 30, 2018 appearing in SunHydrogen,
Inc.’s Annual Report on Form 10-K for the year ended June 30, 2019,
have been audited by Liggett & Webb, P.A., as set forth in its
report thereon, included therein, and incorporated herein by
reference. Such financial statements are incorporated herein by
reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the
public at the SEC’s web site at http://www.sec.gov.
We make
available free of charge on or through our Internet website
www.sunhydrogen.com, our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8–K, and amendments
to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act. The references
to www.sunhydrogen.com in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference
herein or therein are inactive textual references only, and the
information found on our internet website is not incorporated by
reference into, and should not be considered part of, this
prospectus supplement, the accompanying base shelf prospectus or
the documents incorporated by reference herein or therein.
Investors should not rely on any such information in deciding
whether to invest in our common stock.
INFORMATION
INCORPORATED BY REFERENCE
The SEC
allows us to incorporate by reference information contained in
documents we file with it, which means that we can disclose
important information to you by referring you to those documents
already on file with the SEC that contain that information. The
information incorporated by reference is considered to be part of
this prospectus supplement, and later information that we file with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any
future information filed (rather than furnished) with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the
date of this prospectus supplement and the termination of the
offering of the securities covered by this prospectus supplement,
provided, however, that we are not incorporating any information
furnished under any of Item 2.02 or Item 7.01 of any Current Report
on Form 8-K (and exhibits filed on such form that are related to
such items):
|
● |
our
Annual Report on
Form 10-K for the year ended June 30, 2019 filed with the SEC
on September 30, 2019; |
|
● |
our
Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2019
filed with the SEC on November 15, 2019; |
|
● |
our
Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2019
filed with the SEC on February 14, 2020; |
|
● |
our
Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2020 filed
with the SEC on May 15, 2020;
|
|
● |
our
Current Reports on Form 8-K filed with the SEC on
August 12, 2019,
October 29, 2019,
November 5, 2019,
November 26, 2019,
January 3, 2020,
January 7, 2020,
January 16, 2020,
March 4, 2020,
June 4, 2020,
June 15, 2020,
June 23, 2020,
June 26, 2020; and |
|
● |
the
description of our common stock contained in the our Registration
Statement on
Form 8-A filed with the SEC on June 14, 2011 (File No.
000-54437), including any amendment or report filed for the purpose
of updating such description.
|
The
information about us contained in this prospectus should be read
together with the information in the documents incorporated by
reference. You may request a copy of any or all of these filings,
at no cost, by writing or telephoning us at: Timothy Young, 10 E.
Yanonali, Suite 36, Santa Barbara, CA 93101, (805)
966-6566.
PROSPECTUS
$20,000,000
SunHydrogen,
Inc.
Common
Stock
Preferred
Stock
Warrants
Units
We
may from time to time, in one or more offerings at prices and on
terms that we will determine at the time of each offering, sell
common stock, preferred stock, warrants, or a combination of these
securities, or units, for an aggregate initial offering price of up
to $20,000,000. This prospectus describes the general manner in
which our securities may be offered using this prospectus. Each
time we offer and sell securities, we will provide you with a
prospectus supplement that will contain specific information about
the terms of that offering. Any prospectus supplement may also add,
update, or change information contained in this prospectus. You
should carefully read this prospectus and the applicable prospectus
supplement as well as the documents incorporated or deemed to be
incorporated by reference in this prospectus before you purchase
any of the securities offered hereby.
This
prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.
Our common stock is currently traded on the OTC Pink under the
symbol “HYSR.” On July 1, 2020, the last reported sales price for
our common stock was $0.029 per share. The prospectus supplement
will contain information, where applicable, as to any other listing
of the securities on the OTC Pink or any other securities market or
exchange covered by the prospectus supplement.
The
securities offered by this prospectus involve a high degree of
risk. See “Risk Factors” beginning on page 2, in addition to Risk
Factors contained in the applicable prospectus
supplement.
Neither
the Securities and Exchange Commission nor any State securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
We
may offer the securities directly or through agents or to or
through underwriters or dealers. If any agents or underwriters are
involved in the sale of the securities their names, and any
applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable
from the information set forth, in an accompanying prospectus
supplement. We can sell the securities through agents, underwriters
or dealers only with delivery of a prospectus supplement describing
the method and terms of the offering of such securities. See “Plan
of Distribution.”
This prospectus is dated July 8, 2020
Table
of Contents
You
should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have
not authorized anyone to provide you with information different
from that contained or incorporated by reference into this
prospectus. If any person does provide you with information that
differs from what is contained or incorporated by reference in this
prospectus, you should not rely on it. No dealer, salesperson or
other person is authorized to give any information or to represent
anything not contained in this prospectus. You should assume that
the information contained in this prospectus or any prospectus
supplement is accurate only as of the date on the front of the
document and that any information contained in any document we have
incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of
delivery of this prospectus or any prospectus supplement or any
sale of a security. These documents are not an offer to sell or a
solicitation of an offer to buy these securities in any
circumstances under which the offer or solicitation is
unlawful.
ABOUT THIS
PROSPECTUS
This
prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may
sell any combination of the securities described in this prospectus
in one of more offerings up to a total dollar amount of proceeds of
$20,000,000. This prospectus describes the general manner in which
our securities may be offered by this prospectus. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information
contained in this prospectus or in documents incorporated by
reference in this prospectus. The prospectus supplement that
contains specific information about the terms of the securities
being offered may also include a discussion of certain U.S. Federal
income tax consequences and any risk factors or other special
considerations applicable to those securities. To the extent that
any statement that we make in a prospectus supplement is
inconsistent with statements made in this prospectus or in
documents incorporated by reference in this prospectus, you should
rely on the information in the prospectus supplement. You should
carefully read both this prospectus and any prospectus supplement
together with the additional information described under “Where You
Can Find More Information” before buying any securities in this
offering.
The
terms “SunHydrogen,” the “Company,” “we,” “our” or “us” in this
prospectus refer to SunHydrogen, Inc., unless the context suggests
otherwise.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by
reference in this prospectus include forward-looking statements.
These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy
and expectations. Any statements that are not of historical fact
may be deemed to be forward-looking statements. In some cases you
can identify forward-looking statements by terminology such as
“may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” or “continue”, the
negative of the terms or other comparable terminology. Actual
events or results may differ materially from the anticipated
results or other expectations expressed in the forward-looking
statements. In evaluating these statements, you should consider
various factors, including the risks set forth under “Risk Factors”
herein and in the documents incorporated herein by reference. These
factors may cause our actual results to differ materially from any
forward-looking statements. We disclaim any obligation to publicly
update these statements, or disclose any difference between actual
results and those reflected in these statements, except as may be
required under applicable law.
ABOUT
SUNHYDROGEN
At
SunHydrogen, Inc., our goal is to replace most forms of energy on
earth with clean renewable hydrogen.
Our
patented low-cost technology is intended to produce renewable
hydrogen using sunlight and any source of water, including seawater
and wastewater. Unlike non-renewable hydrocarbon fuels, such as
oil, coal and natural gas, where carbon dioxide and other
contaminants are released into the atmosphere when used, hydrogen
fuel usage produces pure water as the only byproduct. By optimizing
the science of water electrolysis at the nano-level, our low-cost
nanoparticles mimic photosynthesis to efficiently use sunlight to
split water molecules into environmentally friendly renewable
hydrogen. Using our low-cost method to produce renewable hydrogen,
we intend to enable a world of distributed hydrogen production for
renewable electricity and hydrogen fuel cell vehicles.
Our
technology is primarily developed at the University of Iowa,
through a sponsored research agreement. Over the past several
years, our team has been focused on developing the technology to a
point at which it can be commercialized. After years of dedication,
we are now ready to move from the lab into commercial production
with the first generation of our technology.
Our
technology is packaged into a self-contained hydrogen production
panel that requires only sunlight and any source of water. Just
like solar panels convert sunlight into electricity, our hydrogen
panels will convert sunlight and water into hydrogen. As a result
of this form factor, the panels can be installed almost anywhere to
produce hydrogen fuel at or near the point of use. We believe that
this distributed model of hydrogen production addresses one of the
biggest challenges of the hydrogen economy, which is the
prohibitive high infrastructure cost of transporting hydrogen to
the points of use.
We
are currently working towards building 100 full sized hydrogen
panels driven by our first-generation technology for demonstration
purposes at multiple domestic and international
locations.
The
second generation of our panels will feature our patented low cost
nanoparticle-based technology where billions of autonomous solar
cells are electrodeposited onto porous alumina sheets and
manufactured in a roll to roll process and inserted into our
proprietary panels. We have received multiple patents on this
nanoparticle technology and we estimate that it can produce
hydrogen for less than $4 per kilogram before pressurization,
highly competitive with every form of hydrogen generation now in
existence.
We
believe we are still in the early stages of the hydrogen economy,
and yet, the market continues to grow exponentially. One of the
reasons for this growth is the adoption of hydrogen fuel
technologies within an increased number of major industries and
spanning many applications and governmental mandate for increasing
use of renewable energy. According to Grandview Research Report
released in June of 2018, the global hydrogen generation market
size is predicted to be valued at $180.2 billion by 2025.
Our
principal executive offices are located at 10 E. Yanonali, Suite
36, Santa Barbara, CA 93101. Our telephone number is (805)
966-6566. We maintain an Internet website at www.sunhydrogen.com.
The information contained on, connected to or that can be accessed
via our website is not part of this prospectus. We have included
our website address in this prospectus as an inactive textual
reference only and not as an active hyperlink.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an
investment decision, you should consider carefully the risks,
uncertainties and other factors described in our most recent Annual
Report on Form 10-K, as supplemented and updated by subsequent
quarterly reports on Form 10-Q and current reports on Form 8-K that
we have filed or will file with the SEC, which are incorporated by
reference into this prospectus.
Our
business, affairs, prospects, assets, financial condition, results
of operations and cash flows could be materially and adversely
affected by these risks. For more information about our SEC
filings, please see “Where You Can Find More
Information”.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use
the net proceeds from the sale of the securities under this
prospectus for general corporate purposes, including working
capital.
DESCRIPTION OF
COMMON STOCK
General
We
are authorized to issue 5,000,000,000 shares of common stock,
$0.001 par value per share.
Holders
of the Company’s common stock are entitled to one vote for each
share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. Therefore,
holders of a majority of the shares of common stock voting for the
election of directors can elect all of the directors to our board
of directors. Holders of the Company’s common stock representing a
majority of the voting power of the Company’s common stock issued,
outstanding and entitled to vote, represented in person or by
proxy, are necessary to constitute a quorum at any meeting of
stockholders. A vote by the holders of a majority of the Company’s
outstanding shares is required to effectuate certain fundamental
corporate changes such as a liquidation, merger or an amendment to
the Company’s articles of incorporation
Subject
to the rights of preferred stockholders (if any), holders of the
Company’s common stock are entitled to share in all dividends that
the Board of Directors, in its discretion, declares from legally
available funds. In the event of a liquidation, dissolution or
winding up, each outstanding share entitles its holder to
participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any,
having preference over the common stock. The Company’s common stock
has no pre-emptive rights, no conversion rights, and there are no
redemption provisions applicable to the Company’s common
stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Worldwide
Stock Transfer, LLC.
Listing
Our
common stock is currently traded on the OTC Pink under the symbol
“HYSR”.
DESCRIPTION OF
PREFERRED STOCK
We
are authorized to issue up to 5,000,000 shares of preferred stock,
par value $0.001 per share, from time to time, in one or more
series. We do not have any outstanding shares of preferred
stock.
Our
articles of incorporation authorizes our board of directors to
issue preferred stock from time to time with such designations,
preferences, conversion or other rights, voting powers,
restrictions, dividends or limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption
as shall be determined by the board of directors for each class or
series of stock. Preferred stock is available for possible future
financings or acquisitions and for general corporate purposes
without further authorization of stockholders unless such
authorization is required by applicable law, or any securities
exchange or market on which our stock is then listed or admitted to
trading.
Our
board of directors may authorize the issuance of preferred stock
with voting or conversion rights that could adversely affect the
voting power or other rights of the holders of common stock. The
issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes
could, under some circumstances, have the effect of delaying,
deferring or preventing a change-in-control of the
Company.
A
prospectus supplement relating to any series of preferred stock
being offered will include specific terms relating to the offering.
Such prospectus supplement will include:
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the
title and stated or par value of the preferred stock; |
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the
number of shares of the preferred stock offered, the liquidation
preference per share and the offering price of the preferred
stock; |
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the
dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to the preferred stock; |
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whether
dividends shall be cumulative or non-cumulative and, if cumulative,
the date from which dividends on the preferred stock shall
accumulate; |
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the
provisions for a sinking fund, if any, for the preferred
stock; |
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any
voting rights of the preferred stock; |
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the
provisions for redemption, if applicable, of the preferred
stock; |
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any
listing of the preferred stock on any securities
exchange; |
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the
terms and conditions, if applicable, upon which the preferred stock
will be convertible into our common stock, including the conversion
price or the manner of calculating the conversion price and
conversion period; |
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if
appropriate, a discussion of Federal income tax consequences
applicable to the preferred stock; and |
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any
other specific terms, preferences, rights, limitations or
restrictions of the preferred stock. |
The
terms, if any, on which the preferred stock may be convertible into
or exchangeable for our common stock will also be stated in the
preferred stock prospectus supplement. The terms will include
provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at our option, and may include
provisions pursuant to which the number of shares of our common
stock to be received by the holders of preferred stock would be
subject to adjustment.
DESCRIPTION OF
WARRANTS
We
may issue warrants for the purchase of preferred stock or common
stock. Warrants may be issued independently or together with any
preferred stock or common stock, and may be attached to or separate
from any offered securities. Each series of warrants will be issued
under a separate warrant agreement to be entered into between a
warrant agent specified in the agreement and us. The warrant agent
will act solely as our agent in connection with the warrants of
that series and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of
warrants. This summary of some provisions of the securities
warrants is not complete. You should refer to the securities
warrant agreement, including the forms of securities warrant
certificate representing the securities warrants, relating to the
specific securities warrants being offered for the complete terms
of the securities warrant agreement and the securities warrants.
The securities warrant agreement, together with the terms of the
securities warrant certificate and securities warrants, will be
filed with the SEC in connection with the offering of the specific
warrants.
The
applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this
prospectus is being delivered:
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the
title of the warrants; |
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the
aggregate number of the warrants; |
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the
price or prices at which the warrants will be issued; |
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the
designation, amount and terms of the offered securities purchasable
upon exercise of the warrants; |
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if
applicable, the date on and after which the warrants and the
offered securities purchasable upon exercise of the warrants will
be separately transferable; |
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the
terms of the securities purchasable upon exercise of such warrants
and the procedures and conditions relating to the exercise of such
warrants; |
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any
provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of
the warrants; |
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the
price or prices at which and currency or currencies in which the
offered securities purchasable upon exercise of the warrants may be
purchased; |
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the
date on which the right to exercise the warrants shall commence and
the date on which the right shall expire; |
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the
minimum or maximum amount of the warrants that may be exercised at
any one time; |
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information
with respect to book-entry procedures, if any; |
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if
appropriate, a discussion of Federal income tax consequences;
and |
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any
other material terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants. |
Warrants
for the purchase of common stock or preferred stock will be offered
and exercisable for U.S. dollars only. Warrants will be issued in
registered form only.
Upon
receipt of payment and the warrant certificate properly completed
and duly executed at the corporate trust office of the warrant
agent or any other office indicated in the applicable prospectus
supplement, we will, as soon as practicable, forward the purchased
securities. If less than all of the warrants represented by the
warrant certificate are exercised, a new warrant certificate will
be issued for the remaining warrants.
Prior
to the exercise of any securities warrants to purchase preferred
stock or common stock, holders of the warrants will not have any of
the rights of holders of the common stock or preferred stock
purchasable upon exercise, including in the case of securities
warrants for the purchase of common stock or preferred stock, the
right to vote or to receive any payments of dividends on the
preferred stock or common stock purchasable upon
exercise.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue
units consisting of shares of common stock, shares of preferred
stock or warrants or any combination of such securities.
The
applicable prospectus supplement will specify the following terms
of any units in respect of which this prospectus is being
delivered:
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the
terms of the units and of any of the common stock, preferred stock
and warrants comprising the units, including whether and under what
circumstances the securities comprising the units may be traded
separately; |
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a
description of the terms of any unit agreement governing the units;
and |
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a
description of the provisions for the payment, settlement, transfer
or exchange of the units. |
PLAN OF
DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to
or through underwriters or dealers, (ii) directly to
purchasers, including our affiliates, (iii) through agents, or
(iv) through a combination of any these methods. The securities may
be distributed at a fixed price or prices, which may be changed,
market prices prevailing at the time of sale, prices related to the
prevailing market prices, or negotiated prices. The prospectus
supplement will include the following information:
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the
terms of the offering; |
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the
names of any underwriters or agents; |
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the
name or names of any managing underwriter or
underwriters; |
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the
purchase price of the securities; |
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any
over-allotment options under which underwriters may purchase
additional securities from us; |
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the
net proceeds from the sale of the securities; |
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any
delayed delivery arrangements; |
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any
underwriting discounts, commissions and other items constituting
underwriters’ compensation; |
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any
initial public offering price; |
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any
discounts or concessions allowed or reallowed or paid to
dealers; |
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any
commissions paid to agents; and |
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any
securities exchange or market on which the securities may be
listed. |
Sale
Through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of
the securities offered by the prospectus supplement.
If
underwriters are used in the sale, the underwriters will acquire
the securities for their own account, including through
underwriting, purchase, security lending or repurchase agreements
with us. The underwriters may resell the securities from time to
time in one or more transactions, including negotiated
transactions. Underwriters may sell the securities in order to
facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private
transactions and short sales. Underwriters may offer securities to
the public either through underwriting syndicates represented by
one or more managing underwriters or directly by one or more firms
acting as underwriters. Unless otherwise indicated in the
prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and
the underwriters will be obligated to purchase all the offered
securities if they purchase any of them. The underwriters may
change from time to time any initial public offering price and any
discounts or concessions allowed or reallowed or paid to
dealers.
If
dealers are used in the sale of securities offered through this
prospectus, we will sell the securities to them as principals. They
may then resell those securities to the public at varying prices
determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of
the transaction.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly.
In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to
time. The prospectus supplement will name any agent involved in the
offer or sale of the offered securities and will describe any
commissions payable to the agent. Unless otherwise indicated in the
prospectus supplement, any agent will agree to use its reasonable
best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any sale of those securities.
The terms of any such sales will be described in the prospectus
supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents,
underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price
under delayed delivery contracts. These contracts would provide for
payment and delivery on a specified date in the future. The
contracts would be subject only to those conditions described in
the prospectus supplement. The applicable prospectus supplement
will describe the commission payable for solicitation of those
contracts.
Continuous
Offering Program
Without
limiting the generality of the foregoing, we may enter into a
continuous offering program equity distribution agreement with a
broker-dealer, under which we may offer and sell shares of our
common stock from time to time through a broker-dealer as our sales
agent. If we enter into such a program, sales of the shares of
common stock, if any, will be made by means of ordinary brokers’
transactions on the OTC Pink or other market on which are shares
may then trade at market prices, block transactions and such other
transactions as agreed upon by us and the broker-dealer. Under the
terms of such a program, we also may sell shares of common stock to
the broker-dealer, as principal for its own account at a price
agreed upon at the time of sale. If we sell shares of common stock
to such broker-dealer as principal, we will enter into a separate
terms agreement with such broker-dealer, and we will describe this
agreement in a separate prospectus supplement or pricing
supplement.
Market
Making, Stabilization and Other Transactions
Unless
the applicable prospectus supplement states otherwise, other than
our common stock, all securities we offer under this prospectus
will be a new issue and will have no established trading market. We
may elect to list offered securities on an exchange or in the
over-the-counter market. Any underwriters that we use in the sale
of offered securities may make a market in such securities, but may
discontinue such market making at any time without notice.
Therefore, we cannot assure you that the securities will have a
liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate
covering transactions and penalty bids in accordance with
Rule 104 under the Securities Exchange Act. Stabilizing
transactions involve bids to purchase the underlying security in
the open market for the purpose of pegging, fixing or maintaining
the price of the securities. Syndicate covering transactions
involve purchases of the securities in the open market after the
distribution has been completed in order to cover syndicate short
positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a
syndicate member when the securities originally sold by the
syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions. Stabilizing transactions,
syndicate covering transactions and penalty bids may cause the
price of the securities to be higher than it would be in the
absence of the transactions. The underwriters may, if they commence
these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered
into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents,
underwriters, and dealers, or their affiliates, may be customers
of, engage in transactions with or perform services for us, in the
ordinary course of business.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this
prospectus will be passed upon for us by Sichenzia Ross Ference
LLP, New York, New York.
EXPERTS
The
financial statements of SunHydrogen, Inc. as of and for the years
ended June 30, 2019 and June 30, 2018 appearing in SunHydrogen,
Inc.’s Annual Report on Form 10-K for the year ended June 30, 2019,
have been audited by Liggett & Webb, P.A., as set forth in its
report thereon, included therein, and incorporated herein by
reference. Such financial statements are incorporated herein by
reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
We
file annual, quarterly and special reports, along with other
information with the SEC. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
SEC. Our SEC filings are available to the public over the Internet
at the SEC’s website at http://www.sec.gov.
This
prospectus is part of a registration statement on Form S-3 that we
filed with the SEC to register the securities offered hereby under
the Securities Act of 1933, as amended. This prospectus does not
contain all of the information included in the registration
statement, including certain exhibits and schedules. You may obtain
the registration statement and exhibits to the registration
statement from the SEC’s internet site.
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
This
prospectus is part of a registration statement filed with the SEC.
The SEC allows us to “incorporate by reference” into this
prospectus the information that we file with them, which means that
we can disclose important information to you by referring you to
those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede
this information. The following documents are incorporated by
reference and made a part of this prospectus:
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our
Annual Report on
Form 10-K for the year ended June 30, 2019 filed with the SEC
on September 30, 2019; |
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our
Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2019
filed with the SEC on November 15, 2019; |
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our
Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2019
filed with the SEC on February 14, 2020; |
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our
Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2020 filed
with the SEC on May 15, 2020; |
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our
Current Reports on Form 8-K filed with the SEC on
August 12, 2019,
October 29, 2019,
November 5, 2019,
November 26, 2019,
January 3, 2020,
January 7, 2020,
January 16, 2020,
March 4, 2020,
June 4, 2020,
June 15, 2020,
June 23, 2020,
June 26, 2020; and |
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the
description of our common stock contained in the our Registration
Statement on
Form 8-A filed with the SEC on June 14, 2011 (File No.
000-54437), including any amendment or report filed for the purpose
of updating such description. |
All
documents that we file with the SEC pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act subsequent to the date of
this registration statement and prior to the filing of a
post-effective amendment to this registration statement that
indicates that all securities offered under this prospectus have
been sold, or that deregisters all securities then remaining
unsold, will be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of
filing of such documents.. Nothing in this prospectus shall be
deemed to incorporate information furnished but not filed with the
SEC (including without limitation, information furnished under Item
2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such
information).
Any
statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained herein or in the applicable prospectus supplement or in
any other subsequently filed document which also is or is deemed to
be incorporated by reference modifies or supersedes the statement.
Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
The
information about us contained in this prospectus should be read
together with the information in the documents incorporated by
reference. You may request a copy of any or all of these filings,
at no cost, by writing or telephoning us at: Timothy Young, 10 E.
Yanonali, Suite 36, Santa Barbara, CA 93101, (805)
966-6566.
$2,100,000
Common
Stock
SUNHYDROGEN,
INC.
PROSPECTUS
SUPPLEMENT
The
date of this prospectus supplement is July 27, 2020.
