Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2022, SunHydrogen, Inc. (the “Company”)
entered into a purchase agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”). Under the Purchase
Agreement, the Company may sell, in its discretion (subject to the terms and conditions of the Purchase Agreement) up to an aggregate
of $45,000,000 of common stock to GHS.
The Company has the right, in its sole discretion, subject to the conditions
and limitations in the Purchase Agreement, to direct GHS, by delivery of a purchase notice from time to time (a “Purchase Notice”)
to purchase (each, a “Purchase”) over the 14-month term of the Purchase Agreement, a minimum of $100,000 and up to a maximum
of $2,000,000 (the “Purchase Amount”) of shares of common stock (the “Purchase Shares”) for each Purchase Notice,
provided that the parties may agree to waive such $2,000,000 limitation. The number of Purchase Shares the Company will issue under each
Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined
under the Purchase Agreement). The “Purchase Price” is defined as 90% of the lowest end-of-day volume weighted average price
of the common stock for the five consecutive business days immediately preceding the purchase date, including the purchase date.
The Purchase Agreement prohibits the Company from directing GHS to
purchase any shares of common stock if those shares, when aggregated with all other shares of the Company’s common stock then beneficially
owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more
than 4.99% of the then total outstanding shares of the Company’s common stock.
There are no trading volume requirements or restrictions under the
Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to GHS. The Company may not deliver
more than one Purchase Notice to GHS every five business days, except as the parties may otherwise agree. The Company may at any time
in its sole discretion terminate the Purchase Agreement.
If an event of default (as defined under the Purchase Agreement) (all
of which are outside the control of GHS) occurs and is continuing, the Company may not deliver to GHS any Purchase Notice.
The Company will pay a fee of 2% of the gross proceeds the Company
receives from sales of common stock under the Purchase Agreement, to Icon Capital Group, LLC (“Icon”) pursuant to a placement
agent agreement between the Company and Icon (the “Placement Agent Agreement”).
The shares were offered, and will be issued, pursuant to the Prospectus
Supplement, dated February 4, 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.
GHS was also the purchaser under securities purchase agreements with
the Company dated September 21, 2020 and February 24, 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 descriptions of the Purchase Agreement and Placement
Agent Agreement are qualified in their entirety by reference to Exhibit 10.1 and Exhibit 10.2, respectively, attached hereto and incorporated
herein by reference.