UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): December 1,
2020
SUNHYDROGEN, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
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000-54437 |
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26-4298300 |
(State
or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS
Employer
Identification No.) |
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)
966-6566
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐ |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
| Not applicable |
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Not applicable |
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Not applicable |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities
Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a
Material Definitive Agreement.
On December 1, 2020, SunHydrogen, Inc. (the “Company”) entered into
a securities purchase agreement (“Purchase Agreement”) with the
purchaser set forth on the signature page thereto (the “Purchaser”)
for the purchase and sale of an aggregate of 120,000,000 shares of
the Company’s common stock (the “Shares”), and warrants to purchase
an aggregate of up to 120,000,000 shares of common stock
(“Warrants”), in a registered direct offering at a combined
purchase price of $0.075 per Share and Warrant, for an aggregate
gross proceeds to the Company of $9,000,000. The Warrants will be
exercisable for a period commencing upon issuance and expiring 30
months from issuance, at an exercise price of $0.075 per share.
Pursuant to an engagement letter (the “Engagement Letter”) dated
November 30, 2020 by and between the Company and H.C. Wainwright
& Co., LLC (“Wainwright”), the Company engaged Wainwright to
act as the Company’s exclusive placement agent in connection with
the registered direct offering. Pursuant to the engagement
agreement, the Company agreed to pay Wainwright a cash fee of 7.0%
of the gross proceeds the Company receives under the Purchase
Agreement. The Company also agreed to pay Wainwright (i) a
management fee equal to 1.0% of the gross proceeds raised in the
offering; (ii) $85,000 for non-accountable expenses; and (iii)
closing costs of $5,000. In addition, the Company agreed to issue
to Wainwright (or its designees) placement agent warrants (the
“Placement Agent Warrants”) to purchase a number of shares equal to
7.0% of the aggregate number of Shares sold under the Purchase
Agreement., or warrants to purchase up to an aggregate of 8,400,000
shares. The Placement Agent Warrants generally will have the same
terms as the Warrants, except they will have an exercise price of
$0.0938 and the Placement Agent Warrants and the shares of common
stock issuable thereunder are not registered under the Securities
Act of 1933, as amended.
The gross proceeds from the registered direct offering are expected
to be approximately $9.0 million, before deducting fees payable to
the placement agent and other estimated offering expenses. The
Company intends to use the net proceeds primarily to accelerate the
development of its breakthrough nanoparticle hydrogen generation
technology, as well as for working capital and general corporate
purposes. The registered direct offering is expected to close on or
about December 3, 2020, subject to the satisfaction of customary
closing conditions.
The Shares and Warrants (and underlying shares) were offered, and
will be issued, pursuant to the Prospectus Supplement, dated
December 1, 2020, to the Prospectus included in the Company’s
Registration Statement on Form S-3 (Registration No. 333-
239632) filed with the Securities and Exchange Commission on July
2, 2020 and declared effective on July 8, 2020, and Registration
Statement on Form S-3MEF (File No. 333- 251064) filed pursuant to
Rule 462(b).
Sichenzia Ross Ference LLP, counsel to the Company, has issued an
opinion to the Company regarding the validity of the securities to
be issued in the offering. A copy of the opinion is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing summaries of the terms of the Purchase Agreement,
Warrants, Placement Agent Warrants, and Engagement Letter described
herein are subject to, and qualified in their entirety by, such
documents, which are incorporated herein by reference.
Item 1.02 Termination of a
Material Definitive Agreement
On September 23, 2020, the Company filed a Current Report on Form
8-K to report it had entered into a purchase agreement dated
September 21, 2020 (the “GHS Agreement”) with GHS Investments, LLC
(“GHS”). On December 1, 2020, the Company terminated the GHS
Agreement. Under the GHS Agreement, the Company had the right to
sell, in the Company’s discretion (subject to the terms and
conditions of the GHS Agreement), up to an aggregate of $4,000,000
of common stock to GHS. As of December 1, 2020, the Company sold
$1,700,000 pursuant to the GHS Agreement.
Item 3.02 Unregistered Sales of
Equity Securities.
The information set forth in Item 1.01 is incorporated by reference
into this Item 3.02. In connection with the sale of the
Placement Agent Warrant, the Company relied upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended, for transactions not involving a public
offering.
Item 8.01 Other
Events.
On December 1, 2020, the Company issued a press release regarding
the registered direct offering. A copy of the press release is
attached as Exhibit 99.1 hereto.
Item 9.01 Financial
Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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SUNHYDROGEN, INC. |
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| Date: December 3,
2020 |
/s/ Timothy Young |
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Timothy Young |
| |
Chief Executive
Officer |
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