INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 21, 2020, SunHydrogen, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”). Under the Purchase Agreement, the Company may sell, in its discretion (subject to the terms and conditions of the Purchase Agreement) up to an aggregate of $4,000,000 of common stock to GHS.
The Company has the right, in its sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct GHS, by delivery of a purchase notice from time to time (a “Purchase Notice”) to purchase (each, a “Purchase”) over the 6-month term of the Purchase Agreement, a minimum of $10,000 and up to a maximum of $400,000 (the “Purchase Amount”) of shares of common stock (the “Purchase Shares”) for each Purchase Notice (provided that, the Purchase Amount for any Purchase will not exceed two times the average of the daily trading dollar volume of the common stock during the 10 business days preceding the purchase date). The number of Purchase Shares the Company will issue under each Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the Purchase Agreement). The “Purchase Price” is defined as 90% of the lowest end-of-day volume weighted average price of the common stock for the five consecutive business days immediately preceding the purchase date, including the purchase date. The Company may not deliver more than one Purchase Notice to GHS every ten business days, except as the parties may otherwise agree.
The Purchase Agreement prohibits the Company from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company’s common stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the Company’s common stock.
Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to GHS. The Company may at any time in its sole discretion terminate the Purchase Agreement.
If an event of default (as defined under the Purchase Agreement) (all of which are outside the control of GHS) occurs and is continuing, the Company may not deliver to GHS any Purchase Notice.
The Company will pay a finder’s fee to J.H. Darbie & Co., Inc. of 4% of the net proceeds the Company receives from sales of its common stock to GHS under the Purchase Agreement.
The shares were offered, and will be issued, to the Prospectus Supplement, dated September 21, 2020, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-239632) filed with the Securities and Exchange Commission on July 2, 2020.
Sichenzia Ross Ference LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1 attached hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| 5.1 | Opinion of Sichenzia Ross Ference LLP |
| 10.1 | Purchase Agreement (incorporated by reference to 10-K filed September 23, 2020) |
SUNHYDROGEN, INC. Exhibit
EX-5.1 2 ea127248ex5-1_sunhydrogen.htm OPINION OF SICHENZIA ROSS FERENCE LLP Exhibit 5.1 September 23,…
To view the full exhibit click here
About INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.
