Filed pursuant to Rule 424(b)(5)
Registration No. 333-252523
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 3, 2021)
Up to $25,000,000 of Shares of Common
Stock
SunHydrogen, Inc.
This prospectus supplement
relates to the issuance and sale of up to $25,000,000 in shares of our common stock to GHS Investments, LLC (“GHS”),
under a purchase agreement entered into on February 4, 2021 (the “Purchase Agreement”). GHS is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
The shares offered
consist of shares of our common stock that we may sell from time to time, at our sole discretion, to GHS over the next year in
accordance with the Purchase Agreement. See “Purchase Agreement with GHS Investments, LLC” on page S-6 of this prospectus
for a description of the Purchase Agreement.
Our common stock trades
on the OTC Pink under the symbol, “HYSR.” On February 3, 2021, the last reported sales price of our common stock on
the OTC Pink was $0.226 per share.
Investing in our
securities involves a high degree of risk. Please see “Risk Factors” on page S-6 of this prospectus supplement for
a discussion of important risks that you should consider before making an investment decision.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement
is February 4, 2021
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying prospectus relate to the offering of our common stock. Before buying any of the common stock that we are offering,
we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated
by reference as described under the heading “Incorporation of Certain Information by Reference” in this prospectus
supplement. These documents contain important information that you should consider when making your investment decision.
This document is in
two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference herein or therein. The
second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are
referring to both parts of this document combined. To the extent there is a conflict between the information contained in this
prospectus supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus
supplement that was filed with the Securities and Exchange Commission (the “SEC”), before the date of this prospectus
supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these
documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by
reference into this prospectus supplement—the statement in the document having the later date modifies or supersedes the
earlier statement.
We further note that
the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference herein or in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
You should rely only
on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have
not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell or seeking an offer to buy our common stock under this
prospectus in any jurisdiction where the offer or sale is not permitted. Persons outside the United States who come into possession
of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the
distribution of this prospectus outside the United States. Furthermore, you should not consider this prospectus to be an offer
or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is
unlawful for you to receive such an offer or solicitation. You should not assume that the information contained in this prospectus
is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any
document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless
of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations
and prospects may have changed since those dates. It is important for you to read and consider all information contained in this
prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, in their entirety,
before making an investment decision. You should also read and consider the information in the documents to which we have referred
you in the section entitled “Incorporation of Certain Information by Reference” in this prospectus supplement.
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.
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
This prospectus supplement,
the accompanying prospectus and the information incorporated by reference herein and therein contain or incorporate forward-looking
statements. These forward-looking statements reflect management’s beliefs and assumptions. In addition, these forward-looking
statements reflect management’s current views with respect to future events or our financial performance, and involve certain
known and unknown risks, uncertainties and other factors, including those identified below, which may cause our or our industry’s
actual or future results, levels of activity, performance or achievements to differ materially from those expressed or implied
by any forward-looking statements or from historical results. Forward-looking statements include information concerning our possible
or assumed future results of operations and statements preceded by, followed by, or that include the words “may,” “will,”
“could,” “would,” “should,” “believe,” “expect,” “plan,”
“anticipate,” “intend,” “estimate,” “predict,” “potential” or similar
expressions.
Forward-looking statements
are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not
even anticipate. Although we believe that the expectations reflected in the forward-looking statements are based upon reasonable
assumptions at the time made, we can give no assurance that the expectations will be achieved. Future events and actual results,
financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements.
The factors described
under “Risk Factors” in this prospectus supplement and in any documents incorporated by reference herein, and other
factors could cause our or our industry’s future results to differ materially from historical results or those anticipated
or expressed in any of our forward-looking statements. We operate in a continually changing business environment, and new risk
factors emerge from time to time. Other unknown or unpredictable factors also could have material adverse effects on our future
results, performance or achievements. We cannot assure you that projected results or events will be achieved or will occur.
You should read this
prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein completely
and with the understanding that our actual future results may be materially different from what we expect. Any forward-looking
statement speaks only as of the date of this prospectus supplement. We do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required by law.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights
certain information about this offering and selected information contained elsewhere in or incorporated by reference into this
prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information
that you should consider before deciding whether to invest in our shares of common stock. You should carefully read this entire
prospectus supplement and accompanying prospectus, including the information incorporated herein and therein, including the “Risk
Factors” section contained in this prospectus supplement and the other documents incorporated by reference into this prospectus
supplement.
Overview
At SunHydrogen,
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.
Corporate Information
Our principal executive
offices are located at 10 E. Yanonali, Suite 36, Santa Barbara, CA 93101. Our telephone number is (805) 966-6566. We maintain an
Internet website at www.sunhydrogen.com. The information contained on, connected to or that can be accessed via our website is
not part of this prospectus. We have included our website address in this prospectus as an inactive textual reference only and
not as an active hyperlink.
THE OFFERING
The following summary
is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related
notes thereto appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. Before
you decide to invest in our securities, you should read the entire prospectus supplement and the accompanying prospectus carefully,
including the risk factors and the financial statements and related notes included or incorporated by reference in this prospectus
supplement and the accompanying prospectus.
Common Stock offered
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Up to $25,000,000 of shares of our common stock that we may sell from time to time, at our sole discretion, to GHS over the next year in accordance with the Purchase Agreement.
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Common stock outstanding before the offering
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2,844,648,832 shares
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Use of proceeds
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We intend to use net proceeds of 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.”
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Risk factors
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Investing in our common stock involves a high degree of risk. You should read the description of risks set forth in the “Risk Factors” section of this prospectus supplement or incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to purchase our securities.
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OTC Pink stock symbol
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HYSR
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The number of shares
of common stock outstanding before this offering is based on 2,844,648,832 shares of our common stock outstanding as of February
4, 2021. Unless we specifically state otherwise, the share information in this prospectus supplement excludes:
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196,000,000 shares of common stock issuable upon the exercise of outstanding stock options as of September 30, 2020 at a weighted
average exercise price of $0.01;
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shares of common stock issuable upon conversion of convertible notes in the aggregate amount of approximately $1,586,950 (net
of debt discount) as of September 30, 2020 which are convertible into shares of common stock at variable conversion prices;
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132,000,000 shares of common stock issuable upon exercise of warrants with an exercise price of $0.075; and
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16,800,000 shares of common stock issuable upon exercise of warrants, with an exercise price of $0.0938.
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Purchase Agreement with GHS Investments,
LLC
On February 4, 2021,
we entered into the Purchase Agreement with GHS, which provides that, upon the terms and subject to the conditions and limitations
set forth therein, we have the right to sell to GHS up to $25,000,000 of shares of our common stock at our discretion as described
below.
The 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
one-year term of the Purchase Agreement, a minimum of $100,000 and up to a maximum of $5,000,000 (the “Purchase Amount”)
of shares of common stock (the “Purchase Shares”) for each Purchase Notice, provided that the parties may agree to
waive such limitation, and provided further that, the initial Purchase Amount will be $7,000,000. The number of Purchase Shares
we 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. Except for the initial Purchase Notice, the Company may not deliver a Purchase Notice prior to five
business days from the most recent receipt by GHS’s broker of Purchase Shares, except as the parties may otherwise agree.
The Purchase Agreement
prohibits us from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of
our 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 our common stock.
There are no trading
volume requirements or restrictions under the Purchase Agreement. We will control the timing and amount of any sales of our common
stock to GHS.
Events of default under the Purchase
Agreement include the following:
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the effectiveness of the registration statement for the Purchase Shares lapses for any reason or is unavailable for the issuance to or resale by GHS of the Purchase Shares;
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the suspension of our common stock from trading for a period of two business days;
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the delisting of the Company’s common stock from the OTC Pink; provided, however, that the common stock is not immediately thereafter trading on the Nasdaq Capital Market, New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American, or the OTCQX or OTCQB;
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the failure for any reason by the transfer agent to issue Purchase Shares to GHS within three business days after the applicable date on which GHS is entitled to receive such securities;
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any breach of the representations and warranties or covenants contained in the Purchase Agreement if such breach would reasonably be expected to have a material adverse effect and such breach is not cured within five business days;
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insolvency or bankruptcy proceedings are commenced by or against us, as more fully described in the Purchase Agreement; or
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if at any time we are not eligible to transfer our common stock electronically via DWAC.
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So long as an event
of default (all of which are outside the control of GHS) has occurred and is continuing, the Company may not deliver to GHS any
Purchase Notice.
This offering will
terminate on the date that all shares offered by this prospectus supplement have been sold or, if earlier, the expiration or termination
of the Purchase Agreement. We have the right to terminate the Purchase Agreement at any time. In the event of bankruptcy proceedings
by or against us, the Purchase Agreement will automatically terminate without action of any party.
The above description
of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is incorporated by reference
into this prospectus supplement.
GHS was also the purchaser
under a securities purchase agreement with the Company dated September 21, 2020 (the “September 2020 GHS Agreement”).
RISK FACTORS
An investment in
our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should carefully
consider the risk factors described below and the risk factors discussed in the section entitled “Risk Factors” contained
in our most recent Annual Report on Form 10-K, and our other filings with the SEC and incorporated by reference in this prospectus
supplement, together with all of the other information contained in this prospectus supplement. Our business, financial condition
and results of operations could be materially and adversely affected as a result of these risks. This could cause the trading price
of our common stock to decline, resulting in a loss of all or part of your investment.
Risks Related to this Offering
We will have broad discretion in
the use of the net proceeds from this offering and we may use the net proceeds in a manner that does not increase the value of
your investment.
We currently intend
to use the net proceeds from this offering 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.” However, we have not determined
the specific allocation of the net proceeds among these potential uses. Our management will have broad discretion over the use
and investment of the net proceeds from this offering, and, accordingly, investors in this offering will need to rely upon the
judgment of our management with respect to the use of proceeds, with only limited information concerning our specific intentions.
We may use the net proceeds in ways that do not improve our operating results or increase the value of your investment.
You may experience immediate and
substantial dilution in the net tangible book value per share of the common stock you purchase in the offering. In addition, we
may issue additional equity or convertible debt securities in the future, which may result in additional dilution to you.
The offering price
per share in this offering may exceed the net tangible book value per share of our common stock outstanding as of September 30,
2020. Assuming that we sell an aggregate of 138,274,336 shares of our common stock for aggregate gross proceeds of $25,000,000,
and after deducting estimated aggregate offering expenses payable by us, you will experience immediate dilution of approximately
$0.193 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of September
30, 2020 after giving effect to this offering and the assumed effective offering price. See the section titled “Dilution”
below for a more detailed illustration of the dilution you would incur if you participate in this offering.
USE OF PROCEEDS
We may issue and sell
shares of our common stock for aggregate gross sales proceeds of up to $25,000,000 from time to time under this prospectus supplement.
We estimate that our net proceeds, assuming we sell the maximum offering amount, will be approximately $24 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.
DILUTION
If you purchase
shares of our common stock in this offering, your interest will be diluted to the extent of the difference between the
offering price per share and the pro forma as adjusted net tangible book value per share of our common stock after this
offering. We calculate net tangible book value per share by dividing our net tangible assets (tangible assets less total
liabilities) by the number of shares of our common stock issued and outstanding as of September 30, 2020.
Our historical net
tangible book value at September 30, 2020 was approximately ($62.9) million, or ($0.029) per share.
Our pro forma net tangible
book value as of September 30, 2020, after 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 the September 2020 GHS Agreement for aggregate gross proceeds of $1,400,000,
after deducting estimated offering expenses, and (ii) our sale of 120,000,000 shares of common stock and 120,000,000 warrants in
a registered direct offering that closed in December 2020 at a combined offering price of $0.075 per share and warrant, after deducting
placement agent fees and estimated offering expenses, was approximately ($53.5) million or ($0.023) per share.
After giving effect
to the sale of an assumed 138,274,336 shares of our common stock for aggregate gross proceeds of $25,000,000 (assuming the sale
of the maximum offering amount, and based on a number of shares equal to 112.5% of $25,000,000 divided by 90% of the closing price
of our common stock of $0.226 on February 3, 2021, for an effective assumed offering price per share of $0.181) in this offering,
and after deducting estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September
30, 2020 would have been approximately ($29.5) million, or approximately ($0.012) per share of our common stock. This represents
an immediate increase in net tangible book value of $0.011 per share of our common stock to our existing stockholders and an immediate
dilution in net tangible book value of approximately $0.193 per share of our common stock to new investors. The following table
illustrates per share dilution:
Assumed effective offering price per share
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$
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0.181
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Net tangible book value per share as of September 30, 2020
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$
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(0.029
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Pro forma net tangible book value per share as of September 30, 2020
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$
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(0.023
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Increase in net tangible book value per share attributable to this offering
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$
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0.011
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Pro forma as adjusted net tangible book value per share as of September 30, 2020, after giving effect to this offering
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$
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(0.012
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Dilution per share to new investors purchasing shares in this offering
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$
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0.193
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The table above assumes
for illustrative purposes that we sell an aggregate of 138,274,336 shares of common stock for aggregate gross proceeds of $25,000,000.
The shares sold in this offering may be sold from time to time at various prices. This information is supplied for illustrative
purposes only.
The information above
is based on 2,171,705,242 shares of our common stock outstanding as of September 30, 2020, and excludes, as of that date:
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196,000,000 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price
of $0.01; and
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shares of common stock issuable upon conversion of convertible notes in the aggregate amount of approximately $1,586,950 (net
of debt discount) as of September 30, 2020 which are convertible into shares of common stock at variable conversion prices.
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To the extent
that outstanding options or warrants are exercised, or we issue other shares, investors purchasing shares in this offering
could experience further dilution. In addition, to the extent that we raise additional capital through the sale of equity or
debt securities, the issuance of those securities could result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
We are filing this
prospectus supplement to cover the offer and sale of up to $25,000,000 of shares of our common stock, which we may sell from time
to time in our sole discretion to GHS over the next year, subject to the conditions and limitations in the Purchase Agreement.
We entered into the
Purchase Agreement with GHS on February 4, 2021. The Purchase Agreement provides that, upon the terms and subject to the conditions
set forth therein, GHS is committed to purchase an aggregate of up to $25,000,000 of shares of our common stock over the one-year
term of the Purchase Agreement. See “The Offering—Purchase Agreement with GHS Investments, LLC.” GHS is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
The 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
one-year term of the Purchase Agreement, a minimum of $100,000 and up to a maximum of $5,000,000 (the “Purchase Amount”)
of shares of common stock (the “Purchase Shares”) for each Purchase Notice, provided that the parties may agree to
waive such limitation, and provided further that, the initial Purchase Amount will be $7,000,000. The number of Purchase Shares
we 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. Except for the initial Purchase Notice, the Company may not deliver a Purchase Notice prior to five
business days from the most recent receipt by GHS’s broker of Purchase Shares, except as the parties may otherwise agree.
We will pay a finder’s
fee to J.H. Darbie & Co., Inc. of 4% of the net proceeds we receive from sales of our common stock to GHS under the Purchase
Agreement.
We estimate our total
expenses for this offering, assuming we sell the maximum offering amount of $25,000,000, will be approximately $1,030,000.
This offering will
terminate on the date that all shares offered by this prospectus supplement have been sold or, if earlier, the expiration or termination
of the Purchase Agreement. We have the right to terminate the Purchase Agreement at any time. In the event of bankruptcy proceedings
by or against us, the Purchase Agreement will automatically terminate without action of any party.
LEGAL MATTERS
Sichenzia Ross Ference
LLP, New York, New York, will pass upon the validity of the securities offered by this prospectus supplement.
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.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
We file annual, quarterly
and special reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. These documents
are available to the public from the SEC’s website at www.sec.gov.
This prospectus supplement
and the accompanying prospectus are part of a registration statement on Form S-3 relating to the common stock offered by this prospectus
supplement and the accompanying prospectus, which has been filed with the SEC. This prospectus supplement and the accompanying
prospectus do not contain all of the information set forth in the registration statement and the exhibits and schedules thereto,
certain parts of which are omitted in accordance with the rules and regulations of the SEC. Statements contained in this prospectus
supplement and the accompanying prospectus as to the contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of that contract or other document filed as an exhibit to the registration
statement. For further information about us and the common stock offered by this prospectus supplement and the accompanying prospectus
we refer you to the registration statement and the exhibits and schedules which may be obtained as described above.
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 documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the time that all securities
covered by this prospectus supplement have been sold; provided, however, that we are not incorporating any information furnished
under any of Item 2.02 or Item 7.01 of any current report on Form 8-K:
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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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our Current Reports on Form 8-K filed with the SEC on July 31, 2020, August 7, 2020, September 23, 2020, December 3, 2020,
December 8, 2020, December 11, 2020, December 29, 2020, and January 27, 2021; 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.
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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
$100,000,000
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 $100,000,000. 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 January 27, 2021, the last reported sales
price for our common stock was $0.191 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 February 3, 2021
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 $100,000,000. 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, 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
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.
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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
warrants is not complete. You should refer to the warrant agreement, including the forms of warrant certificate representing the
warrants, relating to the specific warrants being offered for the complete terms of the warrant agreement and the warrants. The
warrant agreement, together with the terms of the warrant certificate and 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.
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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 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 warrants for the
purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock
or common stock purchasable upon exercise.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred
stock or warrants or any combination of such securities.
The
applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
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the
terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and
under what circumstances the securities comprising the units may be traded separately;
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a
description of the terms of any unit agreement governing the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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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.
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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 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.
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.
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, 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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our
Current Reports on Form 8-K filed with the SEC on July 31, 2020, August 7, 2020, September 23, 2020, December 3, 2020, December 8, 2020, December 11, 2020, December 29, 2020 and January 27, 2021; 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.
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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.
Up to $25,000,000 of Shares of Common
Stock
PROSPECTUS SUPPLEMENT
February 4, 2021
SunHydrogen (QB) (USOTC:HYSR)
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