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    HYSR   US86738R1086

SUNHYDROGEN, INC.

(HYSR)
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SUNHYDROGEN, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

12/29/2020 | 07:39am EDT

Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2020, SunHydrogen, Inc. (the "Company") entered into a letter agreement ("Letter Agreement") with an existing accredited investor to exercise certain outstanding warrants (the "Exercise") to purchase up to an aggregate of 120,000,000 shares of the Company's common stock at an exercise price per share of $0.075 (the "Existing Warrants"). The Existing Warrants were issued on December 3, 2020, had an exercise price of $0.075 per share and an exercise period of 30 months from the date of issuance.

The issuance of the 120,000,000 shares of common stock upon exercise of the Existing Warrants is registered pursuant to effective registration statements on Form S-3 (File Nos. 333-239632 and 333-251064). The gross proceeds to the Company from the Exercise are expected to be approximately $9.0 million, prior to deducting placement agent fees and offering expenses.

In consideration for the immediate exercise of the Existing Warrants for cash, the exercising investor will receive new unregistered warrants to purchase up to an aggregate of 132,000,000 shares of common stock (the "New Warrants"). The New Warrants will have an exercise price of $0.075 per share, with an exercise period of three years from the date of issuance.

H.C. Wainwright & Co., LLC ("Wainwright") is acting as the exclusive placement agent for the Exercise and the issuance of the New Warrants. Pursuant to a letter agreement dated November 30, 2020, as amended on December 28, 2020, between the Company and Wainwright (the "Engagement Agreement"), at the closing of the Exercise, the Company will issue to Wainwright (or its designees) warrants to purchase up to an aggregate of 8,400,000 shares of common stock of the Company (the "Placement Agent Warrants"), which equals 7.0% of the aggregate number of shares of common stock issuable to the investor upon the Exercise. The Placement Agent Warrants will have an exercise price of $0.0938 per share and will otherwise have identical terms to the New Warrants. In addition, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Exercise and the sale of the New Warrants, a management fee of 1.0% of the gross proceeds received by the Company from the Exercise and the sale of the New Warrants, $35,000 for non-accountable expenses and a $12,900 clearing fee.

The closing of the Exercise and the issuance of the New Warrants is expected to take place on or about December 31, 2020.

The foregoing summaries of the Letter Agreement, the New Warrants and Engagement Agreement, are qualified by reference to the full text of such documents which are filed as exhibits to this report.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated by reference into this Item 3.02. In connection with the sale of the New Warrants and the Placement Agent Warrants and the shares of common stock issuable thereunder, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 9.01 Financial Statements and Exhibits.



Exhibit No   Exhibit
10.1           Form of Letter Agreement
10.2           Form of New Warrant
10.3           Engagement Agreement between the Company and H.C. Wainwright & Co.,
             LLC (incorporated by reference to 8-K filed December 3, 2020)
10.4           Amendment dated December 28, 2020, to Engagement Agreement between
             the Company and H.C. Wainwright & Co., LLC




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Financials (USD)
Sales 2020 - - -
Net income 2020 -57,5 M - -
Net Debt 2020 1,43 M - -
P/E ratio 2020 -0,77x
Yield 2020 -
Capitalization 225 M 225 M -
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees 1
Free-Float 93,5%
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Timothy Alan Young Chairman, President, Chief Executive Officer & CFO
Joun-Ho Lee Chief Technology Officer
Woosuk Kim Chief Operating Officer & Director
Mark J. Richardson Independent Director
Syed Mubeen Jawahar Hussaini Lead Scientist
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