As filed with the
Securities and Exchange Commission on January 24, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
SunHydrogen, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
26-4298300
I.R.S. Employer Identification Number
BioVentures Center,
2500 Crosspark Road,
Coralville, IA 52241
(805) 966-6566
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices)
Timothy Young
Chief Executive Officer
SunHydrogen, Inc.
BioVentures Center
2500 Crosspark Road
Coralville, IA 52241
(805) 966-6566
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
Phone: 212-930-9700
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plants, check the following box: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
☒ |
Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of Securities Act. ☐
The information in this prospectus is
not complete and may be changed. We may not sell these securities until the registration statement relating to these securities that
has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any State where the offer or sale is not permitted.
(Subject to Completion,
Dated January 24, 2024)
PROSPECTUS
$100,000,000
SunHydrogen, Inc.
Common Stock
Preferred Stock
Warrants
Units
We may from time to time, in one or more offerings
at prices and on terms that we will determine at the time of each offering, sell common stock, preferred stock, warrants, or a combination
of these securities, or units, for an aggregate initial offering price of up to $100,000,000. This prospectus describes the general manner
in which our securities may be offered using this prospectus. Each time we offer and sell securities, we will provide you with a prospectus
supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update, or
change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as
well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities
offered hereby.
This prospectus may not be used to offer and sell
securities unless accompanied by a prospectus supplement.
Our common stock is currently traded on the OTCQB
under the symbol “HYSR.” On January 23, 2024, the last reported sales price for our common stock was $0.0120 per share. The
prospectus supplement will contain information, where applicable, as to any other listing of the securities on the OTCQB or any other
securities market or exchange covered by the prospectus supplement.
The securities offered by this prospectus involve
a high degree of risk. See “Risk Factors” beginning on page 3, in addition to Risk Factors contained in the applicable prospectus
supplement.
Neither the Securities and Exchange Commission
nor any State securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
We may offer the securities directly or through
agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities their names,
and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable
from the information set forth, in an accompanying prospectus supplement. We can sell the securities through agents, underwriters or dealers
only with delivery of a prospectus supplement describing the method and terms of the offering of such securities. See “Plan of Distribution.”
This prospectus is dated , 2024
Table of Contents
You should rely only on the information contained
or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information
different from that contained or incorporated by reference into this prospectus. If any person does provide you with information that
differs from what is contained or incorporated by reference in this prospectus, you should not rely on it. No dealer, salesperson or other
person is authorized to give any information or to represent anything not contained in this prospectus. You should assume that the information
contained in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information
contained in any document we have incorporated by reference is accurate only as of the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or any prospectus supplement or any sale of a security. These documents are not
an offer to sell or a solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf
registration process, we may sell any combination of the securities described in this prospectus in one of more offerings up to a total
dollar amount of proceeds of $100,000,000. This prospectus describes the general manner in which our securities may be offered by this
prospectus. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms
of that offering. The prospectus supplement may also add, update or change information contained in this prospectus or in documents incorporated
by reference in this prospectus. The prospectus supplement that contains specific information about the terms of the securities being
offered may also include a discussion of certain U.S. Federal income tax consequences and any risk factors or other special considerations
applicable to those securities. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements
made in this prospectus or in documents incorporated by reference in this prospectus, you should rely on the information in the prospectus
supplement. You should carefully read both this prospectus and any prospectus supplement together with the additional information described
under “Where You Can Find More Information” before buying any securities in this offering.
The terms “SunHydrogen,” the “Company,”
“we,” “our” or “us” in this prospectus refer to SunHydrogen, Inc., unless the context suggests otherwise.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents and information
incorporated by reference in this prospectus include forward-looking statements. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may
be deemed to be forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other
comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in
the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks set forth under
“Risk Factors” herein and in the documents incorporated herein by reference. These factors may cause our actual results to
differ materially from any forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any
difference between actual results and those reflected in these statements, except as may be required under applicable law.
ABOUT SUNHYDROGEN
At SunHydrogen, our goal
is to replace fossil fuels with clean, renewable hydrogen.
Hydrogen is the most abundant
chemical element in the universe. When hydrogen fuel is used to power transportation and industry, the only byproduct left behind is pure
water, unlike hydrocarbon fuels such as oil, coal and natural gas that emit carbon dioxide and other harmful pollutants into the atmosphere.
However, naturally occurring elemental hydrogen is rare – so rare, in fact, that today about 95% of all hydrogen is produced from
steam reforming of natural gas (Source: US Department of Energy, Hydrogen Fuel Basics). This process is both economically
and environmentally unsound.
We are developing a technology
that we believe has the potential to offer an efficient and cost-effective way to produce truly green hydrogen using sunlight and
any source of water. Just like a solar panel is comprised of multiple cells that generate electricity, our hydrogen panel
encases multiple hydrogen generators immersed in water. Each hydrogen generator contains billions of electroplated nanoparticles, autonomously
splitting water into hydrogen and oxygen. Our technology has the potential to be one of – if not the most – economical green
hydrogen solutions: Unlike traditional water electrolysis for hydrogen, our process requires no external power other than sunlight and
uses efficient and low-cost materials.
We believe renewable hydrogen
has already proven itself to be a key solution in helping the world meet climate targets, and we believe our technology potentially offers
solutions to the challenges that the hydrogen future presents, including cost of production and transportation. Many of today’s
green hydrogen producers transport their product over long distances, so although the hydrogen itself is green, the delivery and transport
infrastructure comes with a high carbon footprint and a significant capital investment. The SunHydrogen solution is fully self-contained,
offering on-site solar hydrogen generation and local distribution to eliminate carbon footprint altogether and significantly reduce capital
investments for transport and delivery.
Additionally, because
our process directly uses the electrical charges created by sunlight to generate hydrogen, our nanoparticle technology does not rely on
grid power or require the costly power electronics that conventional electrolyzers do.
With a target cost of
$2.50/kg., we believe our solution has the potential to clear a path for green hydrogen to compete with natural gas hydrogen and gain
mass market acceptance as a true replacement for fossil fuels.
Our technology is primarily
developed at our independent laboratory in Coralville, Iowa. Development efforts are also aided by our sponsored research agreements with
the University of Iowa and the University of Michigan, and by our relationships with specialized industry partners.
Our principal executive offices are located at
BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241. Our telephone number is (805) 966-6566. We maintain an Internet website
at www.sunhydrogen.com. The information contained on, connected to or that can be accessed via our website is not part of this prospectus.
We have included our website address in this prospectus as an inactive textual reference only and not as an active hyperlink.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors described in our
most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on
Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs, prospects, assets, financial
condition, results of operations and cash flows could be materially and adversely affected by these risks. For more information about
our SEC filings, please see “Where You Can Find More Information”.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement,
we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, including working
capital.
DESCRIPTION OF COMMON STOCK
General
We are authorized to issue 10,000,000,000 shares
of common stock, $0.001 par value per share.
Holders of the Company’s common stock are
entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors
to our board of directors. Holders of the Company’s common stock representing a majority of the voting power of the Company’s
common stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any
meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain
fundamental corporate changes such as a liquidation, merger or an amendment to the Company’s articles of incorporation
Subject to the rights of preferred stockholders
(if any), holders of the Company’s common stock are entitled to share in all dividends that the Board of Directors, in its discretion,
declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder
to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having
preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights, and there are no redemption
provisions applicable to the Company’s common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our common
stock is Worldwide Stock Transfer, LLC.
Listing
Our common stock is currently traded on the OTCQB
under the symbol “HYSR”.
DESCRIPTION OF PREFERRED STOCK
We are authorized to issue up to 5,000,000 shares
of preferred stock, par value $0.001 per share, from time to time, in one or more series. We do not have any outstanding shares of preferred
stock.
Our articles of incorporation authorizes our board
of directors to issue preferred stock from time to time with such designations, preferences, conversion or other rights, voting powers,
restrictions, dividends or limitations as to dividends or other distributions, qualifications or terms or conditions of redemption as
shall be determined by the board of directors for each class or series of stock. Preferred stock is available for possible future financings
or acquisitions and for general corporate purposes without further authorization of stockholders unless such authorization is required
by applicable law, or any securities exchange or market on which our stock is then listed or admitted to trading.
Our board of directors may authorize the issuance
of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common
stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes
could, under some circumstances, have the effect of delaying, deferring or preventing a change-in-control of the Company.
A prospectus supplement relating to any series
of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:
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the title and stated or par value of the preferred stock; |
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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; |
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; |
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whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; |
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the provisions for a sinking fund, if any, for the preferred stock; |
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any voting rights of the preferred stock; |
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the provisions for redemption, if applicable, of the preferred stock; |
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any listing of the preferred stock on any securities exchange; |
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; |
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if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and |
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. |
The terms, if any, on which the preferred stock
may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement. The terms
will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include
provisions pursuant to which the number of shares of our common stock to be received by the holders of preferred stock would be subject
to adjustment.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of preferred
stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock, and may be attached
to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into
between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in connection with the warrants
of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
This summary of some provisions of the warrants is not complete. You should refer to the warrant agreement, including the forms of warrant
certificate representing the warrants, relating to the specific warrants being offered for the complete terms of the warrant agreement
and the warrants. The warrant agreement, together with the terms of the warrant certificate and warrants, will be filed with the SEC in
connection with the offering of the specific warrants.
The applicable prospectus supplement will describe
the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants; |
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the aggregate number of the warrants; |
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the price or prices at which the warrants will be issued; |
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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants; |
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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable; |
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants; |
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased; |
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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire; |
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the minimum or maximum amount of the warrants that may be exercised at any one time; |
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information with respect to book-entry procedures, if any; |
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if appropriate, a discussion of Federal income tax consequences; and |
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any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Warrants for the purchase of common stock or preferred
stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable
prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented
by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any warrants to purchase
preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred stock
purchasable upon exercise, including in the case of warrants for the purchase of common stock or preferred stock, the right to vote or
to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.
DESCRIPTION OF UNITS
As may specified in the applicable prospectus supplement,
we may issue units consisting of shares of common stock, shares of preferred stock or warrants or any combination of such securities.
The applicable prospectus supplement will specify
the following terms of any units in respect of which this prospectus is being delivered:
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the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
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a description of the terms of any unit agreement governing the units; and |
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a description of the provisions for the payment, settlement, transfer or exchange of the units. |
PLAN OF DISTRIBUTION
We may sell the securities offered through this
prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through agents, (iv)
directly to our stockholders, including as a dividend or distribution or in a subscription rights offering; (v) in “at the market” offerings,
within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading
market on an exchange or otherwise; or (vi) through a combination of any these methods.
The securities may be distributed at a fixed price
or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated
prices. The prospectus supplement will include the following information:
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the terms of the offering; |
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the names of any underwriters or agents; |
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the name or names of any managing underwriter or underwriters; |
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the purchase price of the securities; |
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any over-allotment options under which underwriters may purchase additional securities from us; |
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the net proceeds from the sale of the securities; |
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any delayed delivery arrangements; |
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any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
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any initial public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; |
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any commissions paid to agents; and |
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any securities exchange or market on which the securities may be listed. |
Sale Through Underwriters or Dealers
Only underwriters named in the prospectus supplement
are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the underwriters
will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements
with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions.
Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus
or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters.
Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject
to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The
underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid
to dealers.
If dealers are used in the sale of securities offered
through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying
prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms
of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities offered through this
prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated
from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe
any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable
best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.
The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement indicates, we may
authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering
price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The
contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will
describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality of the foregoing,
we may enter into a continuous offering program equity distribution agreement with a broker-dealer, under which we may offer and sell
shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program, sales of the
shares of common stock, if any, will be made by means of ordinary brokers’ transactions on the OTCQB or other market on which are
shares may then trade at market prices, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under
the terms of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price
agreed upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate terms
agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement states
otherwise, other than our common stock, all securities we offer under this prospectus will be a new issue and will have no established
trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters that we use
in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice.
Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage in stabilizing
transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act. Stabilizing
transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the
price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution
has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim
a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate
covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may
cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence
these transactions, discontinue them at any time.
General Information
Agents, underwriters, and dealers may be entitled,
under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities
Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services
for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the issuance of the securities
offered by this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York.
EXPERTS
The financial statements of SunHydrogen, Inc. as
of and for the year ended June 30, 2023 and 2022 appearing in SunHydrogen, Inc.’s Annual Report on Form 10-K for the year ended
June 30, 2023, have been audited by M&K CPAS, PLLC, as set forth in its report thereon, included therein, and incorporated herein
by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
along with other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC. Our SEC filings are available to the public over the Internet
at the SEC’s website at http://www.sec.gov.
This prospectus is part of a registration statement
on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended. This prospectus
does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain
the registration statement and exhibits to the registration statement from the SEC’s internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement
filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information that we file with
them, which means that we can disclose important information to you by referring you to those documents. The information incorporated
by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and
supersede this information. The following documents are incorporated by reference and made a part of this prospectus:
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our Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on September
29, 2023; |
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our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with
the SEC on November 13, 2023; |
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our Current Reports on Form 8-K filed with the SEC on August 29, 2023; and |
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the description of our common stock contained in the our Registration Statement on Form 8-A filed with the SEC on June 14, 2011 (File No. 000-54437), including any amendment or report filed for the purpose of updating such description. |
All documents that we file with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement that indicates that all securities offered under this prospectus have been
sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference
and to be a part hereof from the date of filing of such documents.. Nothing in this prospectus shall be deemed to incorporate information
furnished but not filed with the SEC (including without limitation, information furnished under Item 2.02 or Item 7.01 of Form 8-K, and
any exhibits relating to such information).
Any statement contained in this prospectus or in
a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or in the applicable prospectus supplement or in any other
subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The information about us contained in this prospectus
should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these
filings, at no cost, by writing or telephoning us at: Timothy Young, BioVentures Center, 2500 Crosspark Road, Coralville IA, 52241 (805)
966-6566.
$100,000,000
Common Stock
Preferred Stock
Warrants
Units
SunHydrogen, Inc.
Prospectus
, 2024
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses
payable by the Registrant in connection with this offering, other than underwriting commissions and discounts, all of which are estimated
except for the SEC registration fee.
SEC registration fee | |
$ | 14,760 | |
Printing | |
$ | * | |
Legal fees and expenses | |
$ | * | |
Accounting fees and expenses | |
$ | * | |
Warrant Agent Fees and Expenses | |
$ | * | |
Miscellaneous | |
$ | * | |
Total | |
$ | * | |
* |
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities. |
Item 15. Indemnification of Directors and Officers.
Neither our Articles of Incorporation nor Bylaws
prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”).
NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection with any defense to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and
attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
(a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS Section 78.747 provides that except as otherwise
provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation,
unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether
a director or officer acts as the alter ego of a corporation.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed
by the final adjudication of such issue.
Item 16. Exhibits.
Exhibit |
|
|
Number |
|
Description of Document |
1.1 |
|
Form of Underwriting Agreement.* |
4.1 |
|
Articles of Incorporation of filed with the Nevada Secretary of State on February 18, 2009 (incorporated by reference to Form S-1 filed on February 5, 2010) |
4.2 |
|
Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 11, 2009 (incorporated by reference to Form S-1 filed on February 5, 2010) |
4.3 |
|
Articles of Amendment of Articles of Incorporation of filed with the Nevada Secretary of State on November 21, 2013 (incorporated by reference to Form 8-K filed on November 21, 2013) |
4.4 |
|
Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 13, 2018. (incorporated by reference to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on September 25, 2018) |
4.5 |
|
Certificate of Designation of Series A Preferred Stock (incorporated by reference to the Company’s Form 8-K filed on February 2, 2022) |
4.6 |
|
Certificate of Designation of Series B Preferred Stock (incorporated by reference to 8-K filed November 26, 2019) |
4.7 |
|
Certificate of Designation of Series C Preferred Stock (incorporated
by reference to the Company’s Form 8-K filed on December 17, 2021) |
4.8 |
|
Certificate of Amendment to Articles of Incorporation (incorporated by reference to Form 8-K filed January 3, 2020) |
4.9 |
|
Articles of Merger (incorporated by reference to Form 8-K filed June 15, 2020) |
4.10 |
|
Amended and Restated Bylaws (incorporated by reference to Form 8-K filed February 2, 2022) |
4.11 |
|
Form of Certificate of Designation.* |
4.12 |
|
Form of Preferred Stock Certificate.* |
4.13 |
|
Form of Warrant Agreement.* |
4.14 |
|
Form of Warrant Certificate.* |
4.15 |
|
Form of Stock Purchase Agreement.* |
4.16 |
|
Form of Unit Agreement.* |
5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
23.1 |
|
Consent of M&K CPAS, PLLC |
23.2 |
|
Consent of Sichenzia Ross Ference Carmel LLP (contained in Exhibit 5.1) |
107 |
|
Filing Fee Table |
* |
To be filed by amendment or by a Current Report on Form 8-K and incorporated by reference herein. |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement;
provided, however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii)
of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date; or
(5) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(b) The registrant hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
(d) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Barbara, State of California, on January 24, 2024.
|
SunHydrogen, Inc. |
|
|
|
|
By: |
/s/ Timothy Young |
|
|
Timothy Young |
|
Its: |
Chief Executive Officer and
Acting Chief Financial Officer |
|
|
(principal executive, financial and accounting officer) |
Each person whose signature appears below constitutes
and appoints Timothy Young, as his true and lawful attorney in fact and agent, with full powers of substitution and re-substitution, for
him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to
the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Timothy Young |
|
Chief Executive Officer, Acting Chief Financial Officer
and Director
(principal executive, financial and accounting officer) |
|
January 24, 2024 |
Timothy Young |
|
|
|
|
|
|
|
|
/s/ Woosuk Kim |
|
Chief Operating Officer and Director |
|
January 24, 2024 |
Woosuk Kim |
|
|
|
|
|
|
|
|
|
|
Director |
|
|
Mark Richardson |
|
|
|
II-5
Exhibit 5.1
January 24, 2024
SunHydrogen Inc.
BioVentures Center, 2500 Crosspark Road
Coralville, IA 52241
Re: 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, pursuant to a registration statement
on Form S-3 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Act”), relating to the offering and sale from time to time, as set forth
in the Registration Statement, the form of prospectus contained therein (the “Prospectus”), and one or more supplements to
the Prospectus (each, a “Prospectus Supplement”), by the Company of up to $100,000,000 aggregate initial offering price of
securities consisting of (i) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
(ii) shares of the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”), (iii) warrants (“Warrants”)
to purchase Common Stock or Preferred Stock, or (iv) units consisting of Common Stock, Preferred Stock, or Warrants, or any combination
thereof, in one or more series (the “Units”). The Common Stock, Preferred Stock, Warrants and Units are collectively referred
to herein as the “Securities.”
We have examined originals
or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public
officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the
legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity
(other than the Company) any document reviewed by us, the authenticity of all documents submitted to us as originals and the conformity
to authentic original documents of all copies submitted to us or filed with the Commission as conformed and certified or reproduced copies.
As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we
deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
Based upon the foregoing and
subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. With respect to Securities
constituting Common Stock to be sold by the Company, when (i) the Company has taken all necessary action to authorize and approve the
issuance of such Common Stock, the terms of the offering thereof and related matters and (ii) such Common Stock has been issued and delivered,
with certificates representing such Common Stock having been duly executed, countersigned, registered and delivered or, if uncertificated,
valid book-entry notations therefor having been made in the share register of the Company, in accordance with the terms of the applicable
definitive purchase, underwriting or similar agreement or, if such Common Stock is issuable upon the exercise of Warrants, the applicable
warrant agreement therefor, against payment (or delivery) of the consideration therefor provided for therein, such Common Stock (including
any Common Stock duly issued upon exercise of Warrants that are exercisable to purchase Common Stock) will have been duly authorized and
validly issued and will be fully paid and non-assessable.
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2. With respect to Securities
constituting Preferred Stock, when (i) the Company has taken all necessary action to authorize and approve the issuance and terms of the
shares of the series of such Preferred Stock, the terms of the offering thereof and related matters, including the adoption of a resolution
fixing the number of shares in any series of Preferred Stock and the designation of relative rights, preferences and limitations in any
series of Preferred Stock and the filing of a certificate of designation with respect to the series with the Secretary of State of the
State of Nevada as required by Section 78.1955 of the Nevada Revised Statutes and (ii) such Preferred Stock has been issued and delivered,
with certificates representing such Preferred Stock having been duly executed, countersigned, registered and delivered or, if uncertificated,
valid book-entry notations therefor having been made in the share register of the Company, in accordance with the terms of the applicable
definitive purchase, underwriting or similar agreement or, if such Preferred Stock is issuable upon the exercise of Warrants, the applicable
warrant agreement therefor, against payment (or delivery) of the consideration therefor provided for therein, such Preferred Stock (including
any Preferred Stock duly issued upon exercise of Warrants that are exercisable to purchase Preferred Stock) will have been duly authorized
and validly issued and will be fully paid and non-assessable.
3. With respect to the Warrants,
when (i) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the
terms of the offering thereof and related matters; (ii) the warrant agreement or agreements relating to the Warrants have been duly authorized
and validly executed and delivered by the Company and the warrant agent appointed by the Company; and (iii) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant
agreement or agreements and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment
of the consideration therefor provided for therein, the Warrants will be validly issued and will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.
4. With respect to Securities
constituting Units, when (i) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms
of the Units, terms of the offering thereof and related matters; (ii) the agreement or agreements relating to the Securities comprising
the Units have been duly authorized and validly executed and delivered by the Company; and (iii) the certificates representing the Securities
comprising the Units have been duly executed, countersigned, registered and delivered in accordance with the appropriate agreements, the
Units will be valid and binding obligations of the Company enforceable against the Company in accordance with the their terms.
The opinions and other matters
in this letter are qualified in their entirety and subject to the following:
A. With respect to the opinions
above, we have assumed that, in the case of each offering and sale of Securities, (i) the Registration Statement, and any amendments thereto
(including post-effective amendments), will have become effective under the Act and such effectiveness or qualification shall not have
been terminated or rescinded; (ii) a Prospectus Supplement will have been prepared and filed with the Commission describing such Securities;
(iii) such Securities will have been issued and sold in compliance with applicable United States federal and state securities Laws (hereinafter
defined) and pursuant to and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (iv) unless
such Securities constitute Common Stock or Preferred Stock issuable upon exchange or conversion of Securities constituting Common Stock
or Preferred Stock, or Common Stock or Preferred Stock issuable upon exercise of Warrants, a definitive purchase, underwriting or similar
agreement with respect to the issuance and sale of such Securities will have been duly authorized, executed and delivered by the Company
and the other parties thereto; (v) at the time of the issuance of such Securities, (a) the Company will validly exist and be duly qualified
and in good standing under the laws of its jurisdiction of incorporation and (b) the Company will have the necessary corporate power and
due authorization; (vi) the terms of such Securities and of their issuance and sale will have been established in conformity with and
so as not to violate, or result in a default under or breach of, the articles of incorporation and bylaws of the Company and any applicable
law or any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court
or governmental or regulatory body having jurisdiction over the Company; (vii) if such Securities constitute Common Stock or Preferred
Stock, (a) sufficient shares of Common Stock or Preferred Stock will be authorized for issuance under the articles of incorporation of
the Company that have not otherwise been issued or reserved for issuance and (b) the consideration for the issuance and sale of such Common
Stock or Preferred Stock established by the Board and provided for in the applicable definitive purchase, underwriting or similar agreement
(or, if Common Stock or Preferred Stock is issuable upon exercise of Warrants, the applicable warrant agreement) will not be less than
the par value of such Common Stock or Preferred Stock; (viii) if such Securities constitute Common Stock or Preferred Stock issuable upon
exercise of Warrants, the action with respect to such Warrants referred to in Paragraph 3 above will have been taken; and (ix) if such
Securities constitute Warrants that are exercisable for Securities constituting Common Stock or Preferred Stock, the Company will have
then taken all necessary action to authorize and approve the issuance of such Common Stock or Preferred Stock upon exercise of such Warrants,
the terms of such exercise and related matters and to reserve such Common Stock or Preferred Stock for issuance upon such exercise.
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B. This letter is limited
to matters governed by Chapter 78 of the Nevada Revised Statutes and by the laws of the State of New York (“Laws”).
C. This letter is limited
to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation,
and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing
or of any fact or circumstance that may hereafter come to our attention.
D. The matters expressed in
this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and (ii) general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law
or in equity).
We hereby consent to the filing
of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters”
in the Registration Statement and in the Prospectus and in any supplement thereto. 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 Act or the rules and regulations of the Commission
promulgated thereunder.
|
Very truly yours, |
|
|
|
/s/ Sichenzia Ross Ference Carmel LLP |
|
|
|
Sichenzia Ross Ference Carmel LLP |
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3
Exhibit 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this
Registration Statement on Form S-3 of our report dated September 29, 2023, of SunHydrogen, Inc. relating to the audits of the consolidated
financial statements for the periods ended June 30, 2023 and 2022 and the reference to our firm under the caption “Experts”
in the Registration Statement.
/s/ M&K CPAS,
PLLC |
|
The Woodlands, Texas |
|
January 24, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
SUNHYDROGEN, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
|
|
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation or
Carry
Forward
Rule |
|
|
Amount
Registered |
|
|
Proposed
Maximum
Offering
Price Per
Share |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount
of
Registration
Fee |
|
|
Carry
Forward
Form
Type |
|
|
Carry
Forward
File
Number |
|
|
Carry
Forward
Initial
effective
date |
|
|
Filing
Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
|
Newly
Registered Securities |
|
Fees
previously paid |
|
Equity |
|
Common
Stock, par value $0.001 per share |
|
|
457(o) |
|
|
|
|
(1) |
|
|
|
(1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Preferred
Stock, par value $0.001 per share |
|
|
457(o) |
|
|
|
|
(1) |
|
|
|
(1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Warrants |
|
|
457(o) |
|
|
|
|
(1) |
|
|
|
(1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Units |
|
|
457(o) |
|
|
|
|
(1) |
|
|
|
(1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
(Universal) Shelf |
|
- |
|
|
457(o) |
|
|
$ |
100,000,000 |
|
|
|
- |
|
|
$ |
100,000,000 |
(2) |
|
$ |
0.00014760 |
|
|
$ |
14,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Offering Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100,000,000 |
(2) |
|
$ |
0.00014760 |
|
|
$ |
14,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
An indeterminate number or aggregate principal amount, as applicable, of securities of each identified class is being registered as may from time to time be offered on a primary basis at indeterminate prices, including an indeterminate number or amount of securities that may be issued upon the exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional securities of the registrant that become issuable by reason of any splits, dividends or similar transactions or anti-dilution adjustments. |
(2) |
Estimated solely for the purpose of calculating the registration fee. Subject to Rule 462(b) under the Securities Act, the aggregate initial offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $100,000,000. |
SunHydrogen (QB) (USOTC:HYSR)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
SunHydrogen (QB) (USOTC:HYSR)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024