SUNHYDROGEN, INC. : Unregistered Sale of Equity Securities (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously reported, SunHydrogen, Inc. (the "Company") issued convertible notes to various accredited investors which are convertible into shares of the Company's common stock on the terms and conditions set forth in the various notes. Between December 18, 2020 and January 21, 2021, holders of the convertible notes converted partial principal and interest into an aggregate of 135,299,308 shares of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

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