Current Report Filing (8-k)
March 01 2021 - 5:57AM
Edgar (US Regulatory)
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): January 21, 2021
SUNHYDROGEN, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-54437
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26-4298300
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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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☐
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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))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Not applicable
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Not applicable
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Not applicable
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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 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On January 21, 2021, SunHydrogen, Inc.
(the “Company”) entered into an employment agreement with Timothy Young, the Company’s president, chief executive
officer, interim chief financial officer, and chairman.
Under the employment agreement, Mr. Young
will continue to serve in such positions and will receive an annual base salary of $354,000, effective as of January 1, 2021, which
base salary will be reviewed annually by the Board. Mr. Young received a $150,000 signing bonus under the employment agreement
and his bonus opportunities will include up to an additional 100% of base salary upon meeting certain objectives to be set by the
Board for each calendar year, payable at the end of each calendar quarter as the objectives are satisfied. In addition, upon the
Company being up-listed to the Nasdaq Capital Market or New York Stock Exchange, Mr. Young will receive a $250,000 bonus. Mr. Young
will also receive a grant of one hundred million shares of restricted stock units, subject to a vesting schedule to be determined
by the Board. Provisions in the agreement regarding termination of employment provide that if Mr. Young is terminated without “cause”
or he resigns voluntarily for “good reason,” as each term is defined in the agreement, he will be eligible to receive
a lump sum of one year of his base salary and of his bonus and that 100% of all outstanding unvested equity awards will vest immediately,
with all outstanding unexercised stock options remaining exercisable for one year form the date of termination. The agreement also
includes customary insurance and indemnification provisions.
The foregoing description of the employment
agreement is qualified by reference to the full text of the agreement which is filed as an exhibit to this report.
Item 9.01 Financial Statements and
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: March 1, 2021
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/s/ Timothy Young
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Timothy Young
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Chief Executive Officer
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2
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