SunHydrogen Enters Material Definitive Agreement

TL;DR

SunHydrogen signed a big deal, filing 8-K on June 3rd.

AI Summary

SunHydrogen, Inc. announced on June 3, 2024, that it has entered into a material definitive agreement. The company, formerly known as Hypersolar, Inc., is incorporated in Nevada and its principal executive offices are located in Coralville, IA.

Why It Matters

This filing indicates a significant new contract or partnership for SunHydrogen, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can be positive, but the nature and terms of the agreement are not detailed, leaving uncertainty about its ultimate impact.

Key Players & Entities

• SUNHYDROGEN, INC. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Coralville, IA (location) — Principal executive offices
• Hypersolar, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $50,000,000 — rchase Agreement) up to an aggregate of $50,000,000 of common stock to GHS. The Company ha
• $100,000 — of the Purchase Agreement, a minimum of $100,000 and up to a maximum of $2,000,000 (the
• $2,000,000 — imum of $100,000 and up to a maximum of $2,000,000 (the "Purchase Amount") of shares of co

Filing Documents

• ea0207256-8k_sunhydro.htm (8-K) — 28KB
• ea020725601ex5-1_sunhydro.htm (EX-5.1) — 11KB
• ea020725601ex10-1_sunhydro.htm (EX-10.1) — 123KB
• ea020725601ex10-2_sunhydro.htm (EX-10.2) — 85KB
• ex5-1_001.jpg (GRAPHIC) — 6KB
• ex10-2_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-049059.txt ( ) — 477KB
• hysr-20240603.xsd (EX-101.SCH) — 3KB
• hysr-20240603_lab.xml (EX-101.LAB) — 33KB
• hysr-20240603_pre.xml (EX-101.PRE) — 22KB
• ea0207256-8k_sunhydro_htm.xml (XML) — 3KB

01 Entr y into a Material Definitive Agreement

Item 1.01 Entr y into a Material Definitive Agreement. On June 3, 2024, SunHydrogen, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with GHS Investments, LLC ("GHS"). Under the Purchase Agreement, the Company may sell, in its discretion (subject to the terms and conditions of the Purchase Agreement) up to an aggregate of $50,000,000 of common stock to GHS. 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 two-year term of the Purchase Agreement, a minimum of $100,000 and up to a maximum of $2,000,000 (the "Purchase Amount") of shares of common stock (the "Purchase Shares") for each Purchase Notice, provided that the parties may agree to waive such $2,000,000 limitation. The number of Purchase Shares the Company will issue under each Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the Purchase Agreement). The "Purchase Price" is defined as 90% of the lowest end-of-day volume weighted average price of the common stock for the five consecutive business days immediately preceding the purchase date, including the purchase date. The Purchase Agreement prohibits the Company from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company's common stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the Company's common stock. There are no trading volume requirements or restrictions under the Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to GHS. The Company may not deliver mor

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No Exhibit 5.1 Opinion of Sichenzia Ross Ference Carmel LLP 10.1 Purchase Agreement 10.2 Placement Agent Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

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. SUNHYDROGEN, INC. Date: June 3, 2024 /s/ Timothy Young Timothy Young Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR