Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
Date of Report (Date of earliest event reported): September 21,
(Exact name of registrant as specified in its charter)
or other jurisdiction
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)
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.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
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 ☐
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.
September 21, 2020, SunHydrogen, Inc. (the “Company”) entered into
a purchase agreement (the “Purchase Agreement”) with GHS
Investments, LLC (“GHS”). Under the Purchase Agreement, the Company
may sell, in its discretion (subject to the terms and conditions of
the Purchase Agreement) up to an aggregate of $4,000,000 of common
stock to GHS.
Company has the right, in its sole discretion, subject to the
conditions and limitations in the Purchase Agreement, to direct
GHS, by delivery of a purchase notice from time to time (a
“Purchase Notice”) to purchase (each, a “Purchase”) over the
6-month term of the Purchase Agreement, a minimum of $10,000 and up
to a maximum of $400,000 (the “Purchase Amount”) of shares of
common stock (the “Purchase Shares”) for each Purchase Notice
(provided that, the Purchase Amount for any Purchase will not
exceed two times the average of the daily trading dollar volume of
the common stock during the 10 business days preceding the purchase
date). The number of Purchase Shares the Company will issue under
each Purchase will be equal to 112.5% of the Purchase Amount sold
under such Purchase, divided by the Purchase Price per share (as
defined under the Purchase Agreement). The “Purchase Price” is
defined as 90% of the lowest end-of-day volume weighted average
price of the common stock for the five consecutive business days
immediately preceding the purchase date, including the purchase
date. The Company may not deliver more than one Purchase Notice to
GHS every ten business days, except as the parties may otherwise
Purchase Agreement prohibits the Company from directing GHS to
purchase any shares of common stock if those shares, when
aggregated with all other shares of the Company’s common stock then
beneficially owned by GHS and its affiliates, would result in GHS
and its affiliates having beneficial ownership, at any single point
in time, of more than 4.99% of the then total outstanding shares of
the Company’s common stock.
Other than as described above, there are no trading volume
requirements or restrictions under the Purchase Agreement. The
Company will control the timing and amount of any sales of its
common stock to GHS. The Company may at any time in its sole
discretion terminate the Purchase Agreement.
an event of default (as defined under the Purchase Agreement) (all
of which are outside the control of GHS) occurs and is continuing,
the Company may not deliver to GHS any Purchase Notice.
Company will pay a finder’s fee to J.H. Darbie & Co., Inc. of
4% of the net proceeds the Company receives from sales of its
common stock to GHS under the Purchase Agreement.
shares were offered, and will be issued, pursuant to the Prospectus
Supplement, dated September 21, 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.
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 description of the Purchase Agreement is qualified in
its entirety by reference to Exhibit 10.1 attached hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
September 23, 2020