UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 11, 2021

 

SUNHYDROGEN, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-54437   26-4298300
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

10 E. Yanonali, Suite 36

Santa Barbara, CA 93101

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: (805) 966-6566

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading 
Symbol(s) 		  Name of each exchange on which registered
Not applicable   Not applicable   Not applicable

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

On February 11, 2021, SunHydrogen, Inc. (the “Company”) filed a prospectus supplement to its registration statement on Form S-3 (Registration No. 333-252523), pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, to register the sale of up to 132,000,000 shares of the Company’s common stock issuable from time to time upon exercise of previously issued warrants. The warrants were issued on December 29, 2020, have an exercise price of $0.075 per share, and are exercisable until December 29, 2023.

 

The opinion delivered to the Company by Sichenzia Ross Ference LLP in connection with the sale of up to 132,000,000 shares of the Company’s common stock issuable upon exercise of outstanding warrants is being filed herewith in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended, and is incorporated by reference into the Company’s Registration Statement on Form S-3 (Registration No. 333-252523).

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No   Exhibit
5.1   Opinion of Sichenzia Ross Ference LLP

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SUNHYDROGEN, INC.
   
Date: February 11, 2021 /s/ Timothy Young
  Timothy Young
  Chief Executive Officer

 

 

2

 

Exhibit 5.1

 

 

 

February 11, 2021

 

SunHydrogen, Inc.

10 E. Yanonali, Suite 36

Santa Barbara, CA 93101

 

Re: Common Stock issuable upon exercise of Warrants registered under Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to SunHydrogen, Inc., a Nevada corporation (the “Company”), in connection with the registration of 132,000,000 shares of the Company’s common stock, par value $0.001 per share, issuable upon the exercise of warrants issued on December 29, 2020 (the “Warrants”).

 

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:

 

1. Articles of Incorporation of the Company, as amended;

 

2. Bylaws of the Company, as amended;

 

3. The Warrants;

 

4. Registration Statement on Form S-3 (Registration No. 333-252523) as filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 28, 2021 (as such registration statement became effective on February 3, 2021, the “Registration Statement”) pursuant to the Securities Act;

 

5. The prospectus supplement filed with the Commission on February 11, 2021, pursuant to Rule 424(b)(5) promulgated under the Securities Act (the “Prospectus Supplement”), together with the base prospectus dated February 3, 2021; and

 

6. Written consent of the Board of Directors of the Company approving the issuance of the Warrants.

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

 

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed (i) that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties.

 

1185 Avenue of the Americas | 37th Floor | New York, NY | 10036

T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

 

 

 

 

 

 

The opinion expressed below is limited to the federal securities laws of the United States of America and the corporate laws of the State of Nevada and we express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.

 

Based upon and subject to the foregoing, we are of the opinion that the shares of common stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered by the Company against payment therefor in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,  
   
/s/ Sichenzia Ross Ference LLP  

 

 

1185 Avenue of the Americas | 37th Floor | New York, NY | 10036

T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW