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): February ~~October 14~~21, ~~2024~~2025

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: (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):

☐	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~~ 14February 21, ~~2024~~2025, ~~the~~Dr. ~~Board~~Syed ofMubeen ~~Directors~~Jawahar ~~(the~~Hussaini ~~“Board”)~~was appointed chief technology officer 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,~~Prior ~~age~~to ~~70,~~his ~~most~~appointment ~~recently founded and served~~ as chief ~~executive~~technology officer, ofDr. ~~the~~Mubeen, ~~Texas~~43, served ~~Hydrogen~~as ~~Alliance~~the ~~(“Alliance”),~~Company’s ~~a non-profit~~chief ~~trade~~scientific ~~organization~~officer ~~that~~from ~~brings~~January ~~together~~2022. ~~policymakers,~~Since ~~regulators~~April 2021, ~~industry~~he ~~leaders~~has ~~and~~also ~~innovators~~been toAssociate ~~advocate~~Professor, ~~for policies~~Department ~~that~~of ~~advance~~Chemical ~~the~~and ~~hydrogen~~Biochemical ~~economy~~Engineering, ~~from~~at ~~2022~~the toUniversity ~~2023~~of Iowa. HeFrom ~~currently~~August ~~serves~~2014 asto ~~Executive~~March ~~Director~~2021, ~~Emeritus of Alliance~~Dr. ~~Prior~~Mubeen towas ~~that~~Assistant Professor, ~~Mr.~~Department ~~Raney~~of ~~served~~Chemical asand aBiochemical ~~corporate~~Engineering, ~~executive~~at ~~for~~the ~~Toyota~~University ~~Motor~~of ~~North America from 2014 to 2021~~Iowa. ~~Mr.~~As ~~Raney~~the ~~holds~~Company’s ~~over~~chief 40scientific ~~years~~officer, ofDr. ~~experience~~Mubeen inhas led the ~~transportation~~strategic ~~industry,~~direction ~~where~~and heexecution ~~routinely~~of ~~served~~the asCompany’s atechnology ~~technical~~development, ~~liaison~~focusing ~~between~~on ~~corporate~~advancing ~~R&D~~the ~~and~~Company’s Gen ~~executive~~2 ~~teams~~ and ~~environmental and~~Gen ~~safety~~3 ~~federal~~hydrogen ~~and~~panel ~~state~~systems. ~~government regulators~~Dr. ~~Namely,~~Mubeen hereceived ~~has~~his ~~held~~Ph.D. ~~leadership~~in ~~roles~~Chemical atand ~~prominent~~Environmental ~~automotive~~Engineering ~~companies~~from ~~such~~the asUniversity ~~Deere~~of ~~& Company~~California, ~~Saab-Scania of America~~Riverside, ~~General~~followed ~~Motors,~~by ~~American~~postdoctoral ~~Honda~~research ~~Motor~~at ~~Company~~the ~~and~~University ~~Toyota~~of ~~Motor~~California, ~~North~~Santa ~~America~~Barbara.

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.1

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.SIGNATURES

~~There are~~Pursuant ~~no arrangements or understandings between Mr. Raney and any other persons pursuant~~ to ~~which~~the ~~Mr.~~requirements ~~Raney~~of ~~was~~the ~~appointed~~Securities Exchange ~~director~~Act of ~~the Company~~1934, ~~and~~the ~~there~~registrant ~~are~~has noduly ~~family~~caused ~~relationships~~this ~~between~~report ~~Mr.~~to ~~Raney~~be ~~and~~signed ~~any~~on ~~director~~its orbehalf ~~executive~~by ~~officer~~the ofundersigned ~~the~~hereunto ~~Company~~duly authorized.

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.

	SUNHYDROGEN, INC.

Date: February 25, 2025	/s/ Timothy Young
	Timothy Young
	Chief Executive Officer

~~Item 7.01 Regulation FD Disclosure.~~2

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)

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

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