Item 1.01 Entry into a Material Definitive Agreement.

On February 24, 2021, SunHydrogen, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchaser set forth on the signature page thereto (the "Purchaser") for the purchase and sale of an aggregate of 95,238,096 shares of the Company's common stock (the "Shares"), and warrants to purchase an aggregate of up to 71,428,572 shares of common stock ("Warrants"), in a registered direct offering at a combined purchase price of $0.105 per Share and 0.75 of one Warrant, for aggregate gross proceeds to the Company of approximately $10,000,000. The Warrants will be exercisable for a period commencing upon issuance and expiring five years from issuance, at an exercise price of $0.12 per share, subject to certain adjustments set forth therein.

Pursuant to an engagement letter (the "Engagement Letter") dated as of November 30, 2020, as amended, 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 Letter, 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; and (ii) $35,000 for non-accountable expenses. 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 an aggregate of up to 6,666,667 shares. The Placement Agent Warrants generally will have the same terms as the Warrants, except they will have an exercise price of $0.13125 per share and a term of five years from the commencement of the sales in connection with the offering.

The gross proceeds from the registered direct offering are expected to be approximately $10.0 million, before deducting fees payable to the placement agent and other estimated offering expenses. The registered direct offering is expected to close on or about March 1, 2021, subject to the satisfaction of customary closing conditions.

The Shares, Warrants and Placement Agent Warrants (and underlying shares) were offered, and will be issued, pursuant to the Prospectus Supplement, dated February 24, 2021, to the Prospectus included in the Company's Registration Statement on Form S-3 (Registration No. 333-252523) filed with the Securities and Exchange Commission on January 28, 2021 and declared effective on February 3, 2021.

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 8.01 Other Events.

On February 25, 2021, the Company issued a press release regarding the registered direct offering. A copy of the press release is attached as Exhibit 99.1 hereto.





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Item 9.01 Financial Statements and Exhibits.





Exhibit No   Exhibit

   5.1         Opinion of Sichenzia Ross Ference LLP

   10.1        Form of Securities Purchase Agreement

   10.2        Form of Warrant

   10.3        Form of Placement Agent Warrant

   10.4        Engagement Letter (incorporated by reference to Exhibit 10.4 to the
             current report on Form 8-K filed on December 3, 2020).

   99.1        Press release




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