Form 8-K - Current report

 

 

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): October 14, 2024

 

SUNHYDROGEN, INC.

(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.)

 

BioVentures Center, 2500 Crosspark Road

Coralville, IA 52241

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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 Symbol(s)		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 14, 2024, the Board of Directors (the “Board”) of SunHydrogen, Inc. (the “Company”) appointed David W. Raney as director, effective immediately. Mr. Raney will serve as a member of the Board until his successor is elected and qualified or until his earlier death, resignation or removal.

 

Mr. Raney, age 70, most recently founded and served as chief executive officer of the Texas Hydrogen Alliance (“Alliance”), a non-profit trade organization that brings together policymakers, regulators, industry leaders and innovators to advocate for policies that advance the hydrogen economy, from 2022 to 2023. He currently serves as Executive Director Emeritus of Alliance. Prior to that, Mr. Raney served as a corporate executive for Toyota Motor North America from 2014 to 2021. Mr. Raney holds over 40 years of experience in the transportation industry, where he routinely served as a technical liaison between corporate R&D and executive teams and environmental and safety federal and state government regulators. Namely, he has held leadership roles at prominent automotive companies such as Deere & Company, Saab-Scania of America, General Motors, American Honda Motor Company and Toyota Motor North America.

 

The Board has concluded that Mr. Raney is qualified to serve on the Board because of his robust knowledge of alternative fuel regulation and emerging alternative fuel technologies, including battery and fuel cell electric vehicles and renewable hydrogen. Mr. Raney’s expertise is directly transferable to the Company’s business plan and scale-up efforts for its green hydrogen technology.

 

Mr. Raney will be eligible to receive compensation for his service as a director that is approved by the Board from time to time and will receive an initial grant of stock options to purchase ten million shares of the Company’s common stock (the “Stock Options”). The Stock Options will be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan and a stock option agreement.

 

There are no arrangements or understandings between Mr. Raney and any other persons pursuant to which Mr. Raney was appointed director of the Company, and there are no family relationships between Mr. Raney and any director or executive officer of the Company.

 

Mr. Raney has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.

 

Item 7.01 Regulation FD Disclosure.

 

On October 15, 2024, the Company issued a press release announcing the appointment of Mr. Raney. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release, issued October 15, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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.

 

	SUNHYDROGEN, INC.
Date: October 18, 2024	/s/ Timothy Young
	Timothy Young
	Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

SunHydrogen Announces Appointment of Former Honda Executive David Raney to Board of Directors

 

CORALVILLE, IA , Oct. 15, 2024 - SunHydrogen, Inc. (OTCQB: HYSR), the developer of a breakthrough technology to produce renewable hydrogen using sunlight and water, today announced the appointment of David Raney to the SunHydrogen Board of Directors.

 

Mr. Raney holds over 40 years of experience in the transportation industry, where he routinely served as a technical liaison between corporate R&D and executive teams and environmental and safety federal and state government regulators. Namely, he has held leadership roles at prominent automotive companies such as Deere & Company, Saab-Scania of America, General Motors, American Honda Motor Company and Toyota Motor North America.

 

With a robust knowledge of alternative fuel regulation and emerging alternative fuel technologies, including battery and fuel cell electric vehicles and renewable hydrogen, Mr. Raney’s expertise is directly transferable to SunHydrogen’s business plan and scale-up efforts for its green hydrogen technology.

 

Mr. Raney formally retired in 2023, his career culminating with the founding of the Texas Hydrogen Alliance, a non-profit trade organization that brings together policymakers, regulators, industry leaders and innovators to advocate for policies that advance the hydrogen economy. Today, he serves as Executive Director Emeritus at the Alliance.

 

“We are thrilled to welcome David Raney to our Board of Directors,” said SunHydrogen’s CEO Tim Young. “His extensive background in transportation and energy regulation – along with his specific commitment to hydrogen – position him as a key asset to SunHydrogen.”

 

About SunHydrogen, Inc.

 

SunHydrogen is developing breakthrough technologies to make, store and use green hydrogen in a market that Goldman Sachs estimates to be worth $12 trillion by 2050. Our patented SunHydrogen Panel technology, currently in development, uses sunlight and any source of water to produce low-cost green hydrogen. Like solar panels that produce electricity, our SunHydrogen Panels will produce green hydrogen. Our vision is to become a major technology supplier in the new hydrogen economy. By developing, acquiring and partnering with other critical technologies, we intend to enable a future of emission-free hydrogen production for all industrial applications such as fertilizer and petroleum refining as well as fuel cell applications for mobility and data centers. To learn more about SunHydrogen, please visit our website at www.SunHydrogen.com.

 

Safe Harbor Statement

 

Matters discussed in this press release may contain forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission. Forward-looking statements contained herein are applicable only as of the date on which they are made, and the Company does not assume any obligation to update any forward-looking statements, except as may be required under applicable law.

 

Press Contact

 

[e-mail]

 

Cover	Oct. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 14, 2024
Entity File Number	000-54437
Entity Registrant Name	SUNHYDROGEN, INC.
Entity Central Index Key	0001481028
Entity Tax Identification Number	26-4298300
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	BioVentures Center
Entity Address, Address Line Two	2500 Crosspark Road
Entity Address, City or Town	Coralville
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52241
City Area Code	805
Local Phone Number	966-6566
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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