HYSR SunHydrogen Inc (QB)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 7, 2023,SunHydrogen, Inc. (the “Company”) filed an amended and restated certificate of designation of Series C Preferred Stock (the “Certificate of Designation”), with the Secretary of State of Nevada, designating 12,000 shares of preferred stock as Series C Preferred Stock. The Series C Preferred Stock has a stated value of $100 per share, and is convertible into shares of common stock of the Company at a conversion price equal to $0.00095.

The Series C Preferred Stock holders will be entitled to receive out of any funds and assets of the Company legally available prior and in preference to any declaration or payment of any dividend on the common stock of the Company, cumulative dividends, at an annual rate of 10% of the stated value (the “Preferred Dividend”). The Preferred Dividend will accrue commencing on the date of issuance of the Series C Preferred Stock and will be payable in cash or shares of common stock. In the event the Company declares or pay a dividend on its shares of common stock (other than dividend payable in shares of common stock), the holders of Series C Preferred Stock will also be entitled to receive payment of such dividend on an as-if-converted basis with respect to the Series C Preferred Stock.

The Series C Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series C Preferred Stock or as otherwise required by applicable law.

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series C Preferred Stock will be entitled to receive, before any payment made to the holders of the common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $100 for each such share of the Series C Preferred Stock, plus any declared and unpaid all dividends thereon, or (ii) such amount per share as would have been payable had all shares of Series C Preferred Stock been converted into common stock immediately prior to such liquidation event.

This description of the Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation attached as Exhibit 3.1 hereto.