Filed
pursuant to Rule 424(b)(5)
Registration
Nos. 333-239632 and 333-251064
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated July 8, 2020)
120,000,000
Shares of Common Stock
Warrants
to Purchase 120,000,000 Shares of Common Stock
SunHydrogen,
Inc. is offering 120,000,000 shares of its common stock and
warrants to purchase up to an aggregate of 120,000,000 shares of
our common stock to a single institutional investor. The warrants
have an exercise price of $0.075 per share and will be exercisable
for a period of 30 months commencing upon issuance. We are also
offering the shares of common stock that are issuable from time to
time upon exercise of the warrants being offered by this prospectus
supplement and the accompanying prospectus.
Our
common stock trades on the OTC Pink under the symbol, “HYSR.” On
November 30, 2020, the last reported sales price of our common
stock on the OTC Pink was $0.11 per share. There is no established
trading market for the warrants and we do not intend to list the
warrants on any securities exchange or nationally recognized
trading system.
Investing
in our securities involves significant risks. See “Risk Factors”
beginning on page S-5 of this prospectus supplement and in the
documents incorporated by reference into this prospectus
supplement.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement.
Any representation to the contrary is a criminal
offense.
We
have engaged H.C. Wainwright & Co., LLC, or the placement
agent, as our exclusive placement agent in connection with this
offering. The placement agent has no obligation to buy any of the
securities from us or to arrange for the purchase or sale of any
specific number or dollar amount of securities.
| |
|
Combined Per
Share and
Warrant |
|
|
Total |
|
| Offering price |
|
$ |
0.075 |
|
|
$ |
9,000,000 |
|
| Placement
agent fees (1) |
|
$ |
0.00525 |
|
|
$ |
630,000 |
|
| Proceeds, before
expenses, to us |
|
$ |
0.06975 |
|
|
$ |
8,370,000 |
|
| (1) |
In
addition, we have agreed to pay the placement agent for certain
expenses and issue to the placement agent (or its designees)
warrants to purchase shares of common stock. See “Plan of
Distribution” beginning on page S-10 of this prospectus supplement
for additional information with respect to the compensation we will
pay the placement agent. |
Delivery
of the securities being offered pursuant to this prospectus
supplement and the accompanying prospectus is expected to be occur
on or about December 3, 2020.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is December 1, 2020.
TABLE OF CONTENTS
PROSPECTUS
You
should rely only on the information incorporated by reference or
provided in this prospectus supplement and the accompanying
prospectus. Neither we nor the placement agent have authorized
anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should
not rely on it. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell, or a solicitation of
an offer to purchase, the securities offered by this prospectus
supplement and the accompanying prospectus in any jurisdiction
where it is unlawful to make such offer or solicitation. You should
assume that the information contained in this prospectus supplement
or the accompanying prospectus, or any document incorporated by
reference in this prospectus supplement or the accompanying
prospectus, is accurate only as of the date of those respective
documents. Neither the delivery of this prospectus supplement
nor any distribution of securities pursuant to this prospectus
supplement shall, under any circumstances, create any implication
that there has been no change in the information set forth or
incorporated by reference into this prospectus supplement or in our
affairs since the date of this prospectus supplement. Our business,
financial condition, results of operations and prospects may have
changed since that date.
ABOUT THIS PROSPECTUS
SUPPLEMENT
This
document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering of
securities. The second part is the accompanying prospectus, which
provides more general information, some of which may not apply to
this offering. The information included or incorporated by
reference in this prospectus supplement also adds to, updates and
changes information contained or incorporated by reference in the
accompanying prospectus. If information included or incorporated by
reference in this prospectus supplement is inconsistent with the
accompanying prospectus or the information incorporated by
reference therein, then this prospectus supplement or the
information incorporated by reference in this prospectus supplement
will apply and will supersede the information in the accompanying
prospectus and the documents incorporated by reference
therein.
This
prospectus supplement is part of a registration statement that we
filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process, and a related registration
statement filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the “Securities Act”).
Under
the shelf registration process, we may from time to time offer and
sell any combination of the securities described in the
accompanying prospectus up to a total dollar amount of $20,200,000,
of which this offering is a part.
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 selected information about our company, this
offering and information appearing elsewhere in this prospectus
supplement, in the accompanying prospectus, and in the documents we
incorporate by reference. This summary is not complete and does not
contain all the information that you should consider before
investing in our securities. You should read this entire prospectus
supplement and the accompanying prospectus carefully, including the
“Risk Factors” contained in this prospectus supplement beginning on
page S-5, and the risk factors, financial statements and notes
incorporated by reference herein, before making an investment
decision. This prospectus supplement may add to, update or change
information in the accompanying prospectus.
Company
Overview
At
SunHydrogen, our goal is to replace fossil fuels with clean
renewable hydrogen.
We
refer to our technology as the SunHydrogenH2Generator which is
comprised of the following components:
1. The
Generator Housing - Novel device design is the first of its type to
safely separate oxygen and hydrogen in the water splitting process
without sacrificing efficiency. This device houses the water, the
solar particles/cells and is designed with inlets and outlets for
water and gasses. Utilizing a special membrane for separating the
oxygen side from the hydrogen side, proton transport is increased
which is the key to safely increasing solar-to-hydrogen efficiency.
Our design can be scaled up and manufactured for commercial
use.
2. The
NanoParticle or Solar Cell - Our patented nanoparticle consists of
thousands of tiny solar cells that are electrodeposited into one
tiny structure to provide the charge that splits the water molecule
when the sun excites the electron. In the process of optimizing our
nanoparticles to be efficient and only use earth abundant materials
(an ongoing process), we experimented with commercially available
triple junction silicon solar cells to perform tests with our
generator housing and other components. Through this
experimentation, our discovery leads us to believe that we can
bring a system to market utilizing these readily available cells
while our nanoparticles are still being optimized. These solar
cells also absorb the sunlight and produce the necessary charge for
splitting the water molecule into hydrogen and oxygen.
3. Oxygen
Evolution Catalyst - This proprietary catalyst developed at the
University of Iowa lab is uniformly applied onto the solar cell or
nanoparticle and efficiently oxidize water molecule to generate
oxygen gas. The oxygen evolution catalyst must be robust to
withstand the long operating hours of the hydrogen generation
device to ensure long lifetime. It must be stable in alkaline,
neutral and acidic environments.
4. Hydrogen
Evolution Catalyst - Necessary for collecting electrons to reduce
protons for generating hydrogen gas, we have successfully
integrated a low-cost hydrogen catalyst into our generator system
successfully coating a triple junction solar cell with a catalyst
comprised primarily of ruthenium, carbon and nitrogen that can
function as well as platinum, the current catalyst used for
hydrogen production, but at one twentieth of the cost.
5. Coating
Technologies - Two major coating technologies were developed to
protect the nanoparticles and solar cells from photocorrosion under
water. A transparent conducive coating to protect our nanoparticles
and solar cells from photo corrosion and efficiently transfer
charges to catalysts for oxygen and hydrogen evolution reactions. A
polymer combination that protects the triple junction solar cells
from any corrosive water environments for long lifetime of the
hydrogen generation device.
6. A
concentrator equal to two suns - This inexpensive Fresnel lens
concentrator to increase sunlight to equal two suns reduces our
necessary footprint for a 1000 KG per day system.
Our
business and commercialization plan calls for two generations of
our panels or generators. The first generation utilizes readily
available commercial solar cells, coated with a stability polymer
and catalysts and inserted into our proprietary panels to
efficiently and safely split water into hydrogen and oxygen to
produce very pure and green hydrogen that can be piped off the
panel, pressurized, and stored for use in a fuel cell to power
anything electric.
The
second generation of our panels will feature a 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. For
this generation, we have received multiple patents and it is
estimated that it will produce hydrogen for less than $4 per
kilogram before pressurization.
Our
team at the University of Iowa has reached a milestone of 1000
consecutive hours of continuous hydrogen production utilizing
completely immersed solar cells with no external biases achieving
simulated production equal to one year. We believe this to be a
record for completely immersed cells. Now ready to take our
technology out of the lab, we are working with several vendors to
commercialize and manufacture our first generation of renewable
hydrogen panels that use sunlight and water to generate hydrogen
for demonstration purposes. We anticipate these hydrogen panels
will be demonstrated in various parts of the world to as further
proof of concept of our technology and to promote our nanoparticle
technology that will be more efficient and economical.
We
anticipate that the SunHydrogenH2Generator will be a self-contained
renewable hydrogen production system that requires only sunlight
and any source of water. As a result, it can be installed almost
anywhere to produce hydrogen fuel at or near the point of
distribution, for local use. We believe this model of hydrogen
production addresses one of the biggest challenges of using clean
hydrogen fuel on a large scale - the transportation of
hydrogen.
Each
stage of the SunHydrogenH2Generator can be scaled independently
according to the hydrogen demands and length of storage required
for a specific application. A small-scale system can be used to
produce continuous renewable electricity for a small house, or a
large scale system can be used to produce hydrogen to power a
community.
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
| Securities
we are offering |
|
120,000,000
shares of common stock and warrants to purchase 120,000,000 shares
of common stock. The warrants will have an exercise price of $0.075
per share and will be exercisable for a period of 30 months
commencing upon issuance. We are also offering the shares of common
stock issuable upon exercise of the warrants. |
| |
|
|
| Common
stock to be outstanding after this offering |
|
2,426,299,701
shares |
| |
|
|
| Offering
price |
|
$0.075
combined per share and warrant |
| |
|
|
| Use
of proceeds |
|
We
estimate the net proceeds to us from this offering will be
approximately $8.1 million, after deducting placement agent fees
and estimated offering expenses payable by us. We intend to use the
net proceeds from the sale of the securities offered by this
prospectus to accelerate the development of our breakthrough
nanoparticle hydrogen generation technology, as well as for working
capital and general corporate purposes. |
| |
|
|
| Prohibitions
on subsequent equity sales and variable rate
transactions. |
|
Pursuant
to the purchase agreement with the purchaser, we are prohibited
from entering into any agreement to issue or announcing the
issuance or proposed issuance of any shares of common stock or
securities convertible or exercisable into common stock, subject to
certain exceptions, for a period commencing on the date of the
purchase agreement and expiring 90 days from the closing date of
the offering. |
| |
|
|
| |
|
Pursuant
to the purchase agreement, we are prohibited from effecting any
variable rate transaction (as defined in the purchase agreement),
subject to certain exceptions, for a period commencing on the date
of the purchase agreement and expiring one year from the closing
date of the offering. |
| |
|
|
| OTC
Pink symbol for common stock |
|
Our
common stock is quoted on the OTC Pink under the symbol “HYSR.”
There is no established trading market for the warrants and we do
not intend to list the warrants on any securities exchange or
nationally recognized trading system. |
| |
|
|
| Risk
factors |
|
Investing
in our securities involves significant risks. See “Risk Factors”
beginning on page S-5 of this prospectus supplement. |
The
number of shares of common stock outstanding after the offering is
based on 2,306,299,701 shares of common stock outstanding as of
December 1, 2020 and excludes:
|
● |
196,000,000
shares of our common stock issuable upon exercise of outstanding
stock options, as of September 30, 2020, with a weighted average
exercise price of $0.01 per share; |
| |
|
|
|
● |
shares
of common stock issuable upon exercise of convertible notes in the
aggregate amount of $1,586,950 (net of debt discount), as of
September 30, 2020, convertible into common stock at variable
conversion prices; |
| |
|
|
|
● |
120,000,000
shares of common stock issuable upon exercise of warrants with an
exercise price of $0.075 issuable to the investor in this offering;
and |
| |
|
|
|
● |
8,400,000
shares of common stock issuable upon exercise of warrants, with an
exercise price of $0.0938, issuable to the placement agent or its
designees as compensation in connection with this
offering. |
RISK
FACTORS
Any
investment in our securities involves a high degree of risk.
Investors should carefully consider the risks described below and
all of the information contained or incorporated by reference in
this prospectus, including the risk factors described in our Annual
Report on Form 10-K for the year ended June 30, 2020, and in our
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2020, before deciding whether to purchase the
securities offered hereby. Our business, financial condition,
results of operations and prospects could be materially and
adversely affected by these risks.
You will experience immediate and substantial dilution as a result
of this offering and may experience additional dilution in the
future.
You
will incur immediate and substantial dilution as a result of this
offering. After giving effect to the sale by us of 120,000,000
shares offered in this offering at the offering price of $0.075 per
share, and after deducting placement agent fees and estimated
offering expenses payable by us, the investor in this offering can
expect an immediate dilution of $0.098 per share. See
“Dilution.”
Because we will have broad discretion and flexibility in how we use
the net proceeds from this offering, we may use the net proceeds in
ways in which you disagree.
We
currently intend to use the net proceeds from this offering to
accelerate the development of our breakthrough nanoparticle
hydrogen generation technology, as well as for working capital and
general corporate purposes. See “Use of Proceeds.” Our management
will have significant discretion and flexibility in applying the
net proceeds of this offering. You will be relying on the judgment
of our management with regard to the use of these net proceeds, and
you will not have the opportunity, as part of your investment
decision, to assess whether the net proceeds are being used
appropriately. The failure of our management to use such funds
effectively could have a material adverse effect on our business,
financial condition, operating results and cash flow.
Additional stock offerings in the future may dilute then existing
stockholders’ percentage ownership of our
company.
Given
our plans and expectations that we will need additional capital, we
anticipate that we will need to issue additional shares of common
stock or securities convertible or exercisable for shares of common
stock, including convertible preferred stock, convertible notes,
stock options or warrants. The issuance of additional securities in
the future will dilute the percentage ownership of then existing
stockholders.
The warrants are speculative in nature.
Except
as otherwise set forth in the warrants, the warrants do not confer
any rights of common stock ownership on their holders, such as
voting rights, but rather merely represent the right to acquire
shares of common stock at a fixed price for a limited period of
time. Specifically, for a period of 30 months commencing upon
issuance, holders of the warrants may exercise their right to
acquire the common stock and pay an exercise price of $0.075 per
share. Moreover, the market value of the warrants is uncertain and
the warrants will not be listed or quoted for trading on any market
or exchange. There can be no assurance that the market price of the
common stock will ever equal or exceed the exercise price of the
warrants, and consequently, whether it will ever be profitable for
holders of the warrants to exercise the warrants.
FORWARD-LOOKING
INFORMATION
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
estimate that the net proceeds from this offering, after deducting
placement agent fees and estimated offering expenses payable by us,
will be approximately $8.1 million.
We
currently intend to use the net proceeds from this offering to
accelerate the development of our breakthrough nanoparticle
hydrogen generation technology, as well as for working capital and
general corporate purposes.
Until
we use the net proceeds of this offering for the above purposes, we
intend to invest the funds in short-term, investment grade,
interest-bearing securities. We cannot predict whether the proceeds
invested will yield a favorable return. We have not yet determined
the amount or timing of the expenditures for the categories listed
above, and these expenditures may vary significantly depending on a
variety of factors. As a result, we will retain broad discretion
over the use of the net proceeds from this offering.
CAPITALIZATION
The
following table sets forth our consolidated cash and cash
equivalents and capitalization as of September 30, 2020. Such
information is set forth on the following basis:
| |
● |
on an
actual basis; and |
| |
● |
on a
pro forma as adjusted basis, giving effect to (i) our sale, between
October 7, 2020 and November 25, 2020, of an aggregate of
68,737,162 shares of common stock under our purchase agreement,
dated September 21, 2020, with GHS Investments, LLC (the “GHS
Agreement”) for aggregate gross proceeds of $1,400,000, after
deducting estimated offering expenses, and (ii) the sale of the
120,000,000 shares of common stock and 120,000,000 warrants in this
offering at a combined offering price of $0.075 per share and
warrant, after deducting placement agent fees and estimated
offering expenses. |
You
should read this table together with the section of this prospectus
supplement entitled “Use of Proceeds” and with the financial
statements and related notes and the other information that we
incorporate by reference into this prospectus supplement and the
accompanying prospectus.
| |
|
As of September 30,
2020 |
|
| |
|
Actual |
|
|
Pro forma as adjusted |
|
| Cash |
|
$ |
500,644 |
|
|
$ |
9,929,644 |
|
| Total liabilities |
|
$ |
63,429,704 |
|
|
$ |
63,429,704 |
|
| Shareholders’ deficit: |
|
|
|
|
|
|
|
|
| Preferred Stock,
par value $0.001 per share; 5,000,000 shares authorized; 0 shares
issued and outstanding |
|
|
-- |
|
|
|
-- |
|
| Common Stock, par
value $0.001 per share; 5,000,000,000 shares authorized;
2,171,705,242 shares outstanding actual; 2,360,442,404 shares
outstanding pro forma as adjusted |
|
|
2,171,705 |
|
|
|
2,360,442 |
|
| Additional paid-in capital |
|
|
12,803,933 |
|
|
|
22,044,196 |
|
| Accumulated
deficit |
|
|
(77,756,775 |
) |
|
|
(77,756,775 |
) |
| Total
shareholders’ deficit |
|
|
(62,781,137 |
) |
|
|
(53,352,137 |
) |
The
information above is as of September 30, 2020 and
excludes:
|
● |
196,000,000
shares of our common stock issuable upon exercise of outstanding
stock options, as of September 30, 2020, with a weighted average
exercise price of $0.01 per share; |
| |
|
|
|
● |
shares
of common stock issuable upon exercise of convertible notes in the
aggregate amount of $1,586,950 (net of debt discount), as of
September 30, 2020, convertible into common stock at variable
conversion prices; |
| |
|
|
|
● |
120,000,000
shares of common stock issuable upon exercise of warrants with an
exercise price of $0.075 issuable to the investor in this offering;
and |
| |
|
|
|
● |
8,400,000
shares of common stock issuable upon exercise of warrants, with an
exercise price of $0.0938, issuable to the placement agent or its
designees as compensation in connection with this
offering. |
DILUTION
If
you invest in our common stock, your interest will be diluted
immediately to the extent of the difference between the offering
price per share and the pro forma as adjusted net tangible book
value per share of our common stock after this offering.
Our
net tangible book value as of September 30, 2020 was approximately
($62.9) million, or ($0.029) per share. “Net tangible book value”
is total assets minus the sum of liabilities and intangible assets.
“Net tangible book value per share” is net tangible book value
divided by the total number of shares outstanding.
Our
pro forma net tangible book value as of September 30, 2020, after
giving effect to our sale, between October 7, 2020 and November 25,
2020, of an aggregate of 68,737,162 shares of common stock under
the GHS Agreement for aggregate gross proceeds of $1,400,000, after
deducting estimated offering expenses, was approximately ($61.6)
million or ($0.027) per share.
After
giving effect to the sale of the 120,000,000 shares of common stock
in this offering at the offering price of $0.075 per share (without
attributing any value to the warrants being offered in this
offering) and after deducting placement agent fees and estimated
offering expenses payable by us, our pro forma as adjusted net
tangible book value as of September 30, 2020 would have been
approximately ($53.5) million or ($0.023) per share of common
stock. This represents an immediate increase in net tangible book
value of $0.004 per share to our existing stockholders and an
immediate dilution in net tangible book value of $0.098 per share
to the investor in this offering. The following table illustrates
this dilution per share to the investor in this
offering:
| Offering price per share |
|
$ |
0.075 |
|
| |
|
|
|
|
| Pro forma net tangible book value per share as of September 30,
2020 |
|
$ |
(0.027 |
) |
| |
|
|
|
|
| Increase per share attributable to
this offering |
|
$ |
0.004 |
|
| |
|
|
|
|
| Pro forma as adjusted net tangible book value per share as of
September 30, 2020 after this offering |
|
$ |
(0.023 |
) |
| |
|
|
|
|
| Dilution per share to new investor
participating in this offering |
|
$ |
0.098 |
|
The
information above is as of September 30, 2020 and
excludes:
|
● |
196,000,000
shares of our common stock issuable upon exercise of outstanding
stock options, as of September 30, 2020, with a weighted average
exercise price of $0.01 per share; |
| |
|
|
|
● |
shares
of common stock issuable upon exercise of convertible notes in the
aggregate amount of $1,586,950 (net of debt discount), as of
September 30, 2020, convertible into common stock at variable
conversion prices; |
| |
|
|
|
● |
120,000,000
shares of common stock issuable upon exercise of warrants with an
exercise price of $0.075 issuable to the investor in this offering;
and |
| |
|
|
|
● |
8,400,000
shares of common stock issuable upon exercise of warrants, with an
exercise price of $0.0938, issuable to the placement agent or its
designees as compensation in connection with this
offering. |
DESCRIPTION OF THE
SECURITIES WE ARE OFFERING
In
this offering, we are offering 120,000,000 shares of our common
stock together with warrants to purchase up to an aggregate of
120,000,000 shares of our common stock at the combined offering
price of $0.075 per share and warrant. Each warrant is exercisable
for a period of 30 months commencing upon issuance. This prospectus
supplement also includes the offering of the shares of common stock
issuable upon exercise of the offered warrants.
Common
Stock
The
material terms and provisions of our common stock are described
under the caption “Description of Common Stock” beginning on page 3
of the accompanying prospectus.
Warrants
The
following is a brief summary of certain terms and conditions of the
warrants and is subject in all respects to the provisions contained
in the warrants.
The
warrants will be issued as an individual warrant agreement to the
investor in this offering. You should review the form of warrant,
filed as an exhibit to the Current Report on Form 8-K filed with
the SEC in connection with this offering, for a complete
description of the terms and conditions applicable to the warrants.
The following brief summary of the material terms and provisions of
the warrants offered pursuant to this prospectus is subject to, and
qualified in its entirety by, the form of warrant.
The
warrants will be exercisable for a period of 30 months commencing
upon issuance, expected to be on or about December 3, 2020. The
warrants will be exercisable, at the option of the holder, in whole
or in part by delivering to us a duly executed exercise notice and,
at any time a registration statement registering the issuance of
the shares of common stock underlying the warrants under the
Securities Act is effective and available for the issuance or
resale of such shares, by payment in full in immediately available
funds for the number of shares of common stock purchased upon such
exercise. If a registration statement registering the issuance of
the shares of common stock underlying the warrants under the
Securities Act is not effective or available for the issuance or
resale of such shares, the holder may, in its sole discretion,
elect to exercise the warrant through a cashless exercise, in which
case the holder would receive upon such exercise the net number of
shares of common stock determined according to the formula set
forth in the warrant. No fractional shares of common stock will be
issued in connection with the exercise of a warrant. In lieu of
fractional shares, we will round up to the next whole share or pay
the holder an amount in cash equal to the fractional amount
multiplied by the exercise price.
The
exercise price per whole share of common stock purchasable upon
exercise of the warrants is $0.075 per share of common stock. The
exercise price is subject to appropriate adjustment in the event of
certain stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting our
common stock.
Subject
to limited exceptions, a holder of warrants will not have the right
to exercise any portion of its warrants if the holder (together
with such holder’s affiliates, and any persons acting as a group
together with such holder or any of such holder’s affiliates) would
beneficially own a number of shares of common stock in excess of
4.99% of the shares of our common stock then outstanding after
giving effect to such exercise (the “Beneficial Ownership
Limitation”); provided, however, that, upon notice to the Company,
the holder may increase or decrease the Beneficial Ownership
Limitation, provided that in no event shall the Beneficial
Ownership Limitation exceed 9.99% and any increase in the
Beneficial Ownership Limitation will not be effective until 61 days
following notice of such increase from the holder to us.
In
the event of a Fundamental Transaction (as defined in the
warrants), the holder will have the right to receive, for each
underlying share of common stock that would have been issuable upon
such exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the holder, the number of
shares of common stock of the surviving corporation, and/or any
additional consideration receivable as a result of such Fundamental
Transaction by a holder of the number of shares of common stock for
which the warrant is exercisable immediately prior to such
fundamental transaction. In addition, in certain circumstances,
upon a fundamental transaction, the holder will have the right to
require us to repurchase its warrants at the Black-Scholes value;
provided, however, that, if the Fundamental Transaction is not
within the Company’s control, including not approved by the
Company’s board of directors, then the holder will only be entitled
to receive the same type or form of consideration (and in the same
proportion), at the Black-Scholes Value of the unexercised portion
of the warrant, that is being offered and paid to the holders of
common stock of the Company in connection with the Fundamental
Transaction.
If,
at any time while the warrants are outstanding, we issue rights,
options or warrants to all holders of our common stock entitling
them to purchase our common stock, warrants, securities or other
property, then the holders of the warrants will be entitled to
acquire those rights, options and warrants on the basis of the
number of shares of common stock acquirable upon complete exercise
of the warrants (without regard to any limitations on exercise
thereof, including without limitation, the beneficial ownership
limitation).
If,
at any time while the warrants are outstanding, we make a dividend
or distribution of assets or rights to acquire assets to all
holders of our common stock, the holders of the warrants will be
entitled to participate in the dividend or distribution of assets
or rights to acquire assets on the basis of the number of shares of
common stock acquirable upon complete exercise of the warrants
(without regard to any limitations on exercise thereof, including
without limitation, the beneficial ownership
limitation).
There
is no established trading market for the warrants and we do not
intend to list the warrants on any securities exchange or
nationally recognized trading system.
Except
as otherwise provided in the warrants or by virtue of such holder’s
ownership of shares of our common stock, the holder of a warrant
will not have the rights or privileges of a holder of our common
stock, including any voting rights, until the holder exercises the
warrant.
PLAN OF
DISTRIBUTION
Pursuant
to an engagement letter dated as of November 30, 2020, we have
retained H.C. Wainwright & Co., LLC (“Wainwright”) to act as
our exclusive placement agent in connection with this offering.
Under the terms of the engagement letter, Wainwright is not
purchasing the securities offered by us in this offering, and is
not required to sell any specific number or dollar amount of
securities, but will assist us in this offering on a reasonable
best efforts basis. The terms of this offering were subject to
market conditions and negotiations between us, Wainwright and
prospective investor. Wainwright will have no authority to bind us
by virtue of the engagement letter. Further, Wainwright does not
guarantee that it will be able to raise new capital in any
prospective offering. Wainwright may engage sub-agents or selected
dealers to assist with this offering. We may not sell the entire
amount of our securities offered pursuant to this prospectus
supplement and accompanying prospectus.
Wainwright
proposes to arrange for the sale of the securities we are offering
pursuant to this prospectus supplement and accompanying prospectus
to an investor through a securities purchase agreement directly
between the purchaser and us. We will only sell to an investor who
has entered into the securities purchase agreement.
Delivery
of the shares of common stock and accompanying warrants offered
hereby is expected to occur on or about December 3, 2020, subject
to satisfaction of certain closing conditions/
We
have agreed to pay the placement agent a cash fee equal to 7.0% of
the gross proceeds we receive in the offering. We will also 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. The estimated offering expenses
payable by us, excluding the placement agent fees and expense
reimbursement payable to the placement agent, will be approximately
$105,000.
In
addition, we have agreed to issue to Wainwright (or its designees)
warrants (the “Placement Agent Warrants”) to purchase up to 840,000
shares of common stock, which represents 7.0% of the aggregate
number of shares of common stock sold in this offering. The
Placement Agent Warrants will generally have the same terms as the
warrants issued to the investors for the offering except that the
Placement Agent Warrants will have an exercise price of $0.0938 per
share, which represents 125% of the offering price per share and
accompanying warrant sold in this offering, and the Placement Agent
Warrants will not be registered hereunder.
We
have granted Wainwright a twelve-month right of first refusal to
act as our sole book-running manager, sole underwriter, or sole
placement agent for any further capital raising transactions
undertaken by us and certain rights for a tail fee during the
twelve-month period following expiration or termination of our
engagement letter with Wainwright, subject to certain
limitations.
We
have agreed to indemnify Wainwright and specified other persons
against certain liabilities relating to or arising out of
Wainwright’s activities under the engagement letter and to
contribute to payments that Wainwright may be required to make in
respect of such liabilities.
The
placement agent may be deemed to be an underwriter within the
meaning of Section 2(a)(11) of the Securities Act and any fees
received by it and any profit realized on the sale of the
securities by it while acting as principal might be deemed to be
underwriting discounts or commissions under the Securities Act. The
placement agent will be required to comply with the requirements of
the Securities Act and the Exchange Act including, without
limitation, Rule 10b-5 and Regulation M under the Exchange Act.
These rules and regulations may limit the timing of purchases and
sales of our securities by the placement agent. Under these rules
and regulations, the placement agent may not (i) engage in any
stabilization activity in connection with our securities; and (ii)
bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities, other than as permitted
under the Exchange Act, until they have completed their
participation in the distribution.
From
time to time, the placement agent may provide in the future various
advisory, investment and commercial banking and other services to
us in the ordinary course of business, for which it may receive
customary fees and commissions. However, except as disclosed in
this prospectus supplement, we have no present arrangements with
Wainwright for any further services
The
transfer agent for our common stock to be issued in this offering
is Worldwide Stock Transfer, LLC.
LEGAL
MATTERS
The
validity of the securities being offered under this prospectus by
us 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 year
ended June 30, 2019 appearing in SunHydrogen, Inc.’s Annual Report
on Form 10-K for the year ended June 30, 2020, 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.
The
financial statements of SunHydrogen, Inc. as of and for the year
ended June 30, 2020 appearing in SunHydrogen, Inc.’s Annual Report
on Form 10-K for the year ended June 30, 2020, have been audited by
M&K CPAS, PLLC, 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
are subject to the reporting requirements of the Exchange Act and
file annual, quarterly and current reports, proxy statements and
other information with the SEC. These reports, proxy statements and
other information are available at the SEC’s website at
http://www.sec.gov.
This
prospectus supplement and the accompanying prospectus are only part
of a registration statement on Form S-3 that we have filed with the
SEC under the Securities Act and therefore omit certain information
contained in the registration statement. We have also filed
exhibits and schedules with the registration statement that are
excluded from this prospectus supplement and the accompanying
prospectus, and you should refer to the applicable exhibit or
schedule for a complete description of any statement referring to
any contract or other document. The registration statement,
including the exhibits and schedules, without charge, are available
at the SEC’s website.
We
also maintain a website at www.sunhydrogen.com, through which you
can access our SEC filings. The information set forth on our
website is not part of this prospectus supplement or the
accompanying prospectus.
INCORPORATION OF
DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information
contained in documents 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 supplement and the accompanying
prospectus. Information in the accompanying prospectus supersedes
information incorporated by reference that we filed with the SEC
before the date of the prospectus, and information in this
prospectus supplement supersedes information incorporated by
reference that we filed with the SEC before the date of this
prospectus supplement, while information that we file later with
the SEC will automatically update and supersede the information in
this prospectus supplement and the accompanying prospectus or
incorporated by reference. We incorporate by reference the
following documents that have been filed with the SEC (other than
information furnished under Item 2.02 or Item 7.01 of Form 8-K and
all exhibits related to such items):
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our
Annual Report on
Form 10-K for the year ended June 30, 2020 filed with the SEC
on September 23, 2020; |
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our
Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2020
filed with the SEC on November 16, 2020; |
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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; and |
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all
reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of this
offering. |
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;
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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.
120,000,000
Shares of Common Stock
Warrants
to Purchase 120,000,000 Shares of Common Stock
PROSPECTUS
SUPPLEMENT
H.C.
Wainwright & Co.
December
1, 2020
SunHydrogen (PK) (USOTC:HYSR)
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