Washington, D.C. 20549





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


Date of Report (Date of earliest event reported): March 8, 2021



(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 
  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 3.02 Unregistered Sales of Equity Securities.


As previously reported, SunHydrogen, Inc. (the “Company”) issued convertible notes to accredited investors which are convertible into shares of the Company’s common stock on the terms and conditions set forth in the various notes. On March 8, 2021, the Company issued 157,622,696 shares of common stock upon conversion of outstanding principal and accrued interest on a convertible note.


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.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On March 9, 2021, the Company adopted an amendment to the Company’s bylaws to provide for the number of directors of the Company to be set by resolution of the board of directors.


Item 9.01 Financial Statements and Exhibits.


Exhibit No. Exhibit
3.1 Amendment to Bylaws







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.


Date: March 12, 2021 /s/ Timothy Young
  Timothy Young
  Chief Executive Officer




Exhibit 3.1



March 9, 2021


The bylaws of SunHydrogen, Inc. are hereby amended as follows:


Section 3.01 is hereby amended and restated in its entirety to read as follows:


The Board of Directors shall consist of not less than one nor more than 12 members. Directors need not be residents of the State of Nevada nor stockholders of the Corporation. The number of directors shall be fixed, and may be increased or decreased within the limits specified above, from time to time by resolution of the Board of Directors; provided, however, no decrease shall have the effect of shortening the term of any incumbent director. Each director shall hold such office, unless sooner removed or disqualified, until the next succeeding annual meeting or until such director’s successor is duly elected and qualified or until such director’s earlier resignation, disqualification or removal.