Current Report Filing (8-k)
13 4월 2023 - 10:14PM
Edgar (US Regulatory)
0001481028
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--06-30
0001481028
2023-04-07
2023-04-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
April 7, 2023
SUNHYDROGEN,
INC.
(Exact name of registrant as specified in its charter)
Nevada |
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000-54437 |
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26-4298300 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
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(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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) |
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Name of each exchange on which registered |
Not applicable |
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Not applicable |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On April 7, 2023,SunHydrogen, Inc. (the “Company”) filed
an amended and restated certificate of designation of Series C Preferred Stock (the “Certificate of Designation”), with the
Secretary of State of Nevada, designating 12,000 shares of preferred stock as Series C Preferred Stock. The Series C Preferred Stock has
a stated value of $100 per share, and is convertible into shares of common stock of the Company at a conversion price equal to $0.00095.
The Series C Preferred Stock holders will be entitled to receive out
of any funds and assets of the Company legally available prior and in preference to any declaration or payment of any dividend on the
common stock of the Company, cumulative dividends, at an annual rate of 10% of the stated value (the “Preferred Dividend”).
The Preferred Dividend will accrue commencing on the date of issuance of the Series C Preferred Stock and will be payable in cash or shares
of common stock. In the event the Company declares or pay a dividend on its shares of common stock (other than dividend payable in shares
of common stock), the holders of Series C Preferred Stock will also be entitled to receive payment of such dividend on an as-if-converted
basis with respect to the Series C Preferred Stock.
The Series C Preferred Stock confers no voting rights on holders, except
with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series C Preferred Stock
or as otherwise required by applicable law.
In the event of any liquidation, dissolution or winding up of the Company,
the holders of the Series C Preferred Stock will be entitled to receive, before any payment made to the holders of the common stock by
reason of their ownership thereof, an amount per share equal to the greater of (i) $100 for each such share of the Series C Preferred
Stock, plus any declared and unpaid all dividends thereon, or (ii) such amount per share as would have been payable had all shares of
Series C Preferred Stock been converted into common stock immediately prior to such liquidation event.
This description of the Certificate of Designation is only a summary
and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation attached as Exhibit 3.1
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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SUNHYDROGEN, INC. |
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Date: April 13, 2023 |
/s/ Timothy Young |
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Timothy Young |
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Chief Executive Officer |
2
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