Item 1.01 Entry into a Material Definitive Agreement.

On March 4, 2021, SunHydrogen, Inc. (the "Company") entered into redemption agreements with Timothy Young, the Company's chief executive officer, Mark Richardson, a director of the Company, and with a consultant of the Company. Pursuant to the redemption agreements, the Company agreed to redeem an aggregate of 13,146,826 options to purchase shares of common stock of the Company (including 7,886,435 options held by Mr. Young with an exercise price of $0.0099, 2,628,812 options held by Mr. Richardson with an exercise price of $0.0099, and 2,631,579 options held by a consultant with an exercise price of $0.01) for a redemption price of $0.0951 per option (with respect to the options held by Mr. Young and Mr. Richardson) or $0.095 per option (with respect to the options held by a consultant). The option redemptions are being completed in accordance with the use of proceeds disclosed in the Company's prospectus supplement filed with the Securities and Exchange Commission on February 26, 2021.

Item 9.01 Financial Statements and Exhibits.





Exhibit No   Exhibit
10.1           Form of Redemption Agreement




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