Item 3.02 Unregistered Sales of Equity Securities.

As previously reported, Hypersolar, Inc. (the "Company") entered into agreements pursuant to which it issued convertible notes to various accredited investors which notes are convertible into shares of the Company's common stock on the terms and conditions set forth in the various agreements. Between December 2, 2019 and January 15, 2020, holders of the convertible promissory notes converted partial principal and interest into an aggregate of 76,161,326 shares of the Company's common stock.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

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