Item 1.01 Entry into a Material Definitive Agreement

Effective April 15, 2023, SunHydrogen, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an accredited investor. Under the Purchase Agreement, the Company and investor acknowledge there was an aggregate of $550,000 of principal outstanding under the notes issued to the investor by the Company on November 10, 2017, June 27, 2018, and April 15, 2020, plus $126,455 of accrued interest, representing a total aggregate note balance of $676,455 (the "Note"). Pursuant to the Purchase Agreement, the Company issued and sold to the investor 6,765 shares of the Company's Series C Preferred Stock for a total purchase price of $676,455. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares.





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