SunHydrogen Inc (HYSR)

[JoseSD]

Hey Sgt.

In regards to your posts related to questions from SEC to HYSR.

Issue solved (in my opinion).


Thank you for contacting the U.S. Securities and Exchange Commission (SEC). We appreciate the opportunity to address your correspondence.

To begin, as we explain in our materials titled “How Investigations Work,” [t]he [SEC’s] Enforcement Division . . . [recommend[s] . . . investigations of securities law violations." (See: http://www.sec.gov/News/Article/Detail/Article/1356125787012.) Please note that the July 3, 2013 letter to HyperSolar, Inc. (HYSR) was written by our Division of Corporation Finance (CF) and does not concern an SEC “investigation” or any matter giving rise to sanctions. Rather, it consists of CF staff comments (CF Comment Letter) on HYSR’s June 21, 2013 Preliminary Information Statement filed with the SEC on Schedule 14C (HYSR Information Statement or Information Statement). You will find a copy of the Information Statement at http://www.sec.gov/Archives/edgar/data/1481028/000101376213000847/pre14c.htm.

As you may know,” an “information statement,” in summary, is what a company must deliver to shareholders when taking certain corporate actions for which it is not asking shareholders for a vote (see: www.sec.gov/spotlight/proxymatters/proxy_materials.shtml). HYPR’s Information Statement, disclosed, among other things, that the company had obtain the approval, from approximately 53% of the voting power of its common stockholders, of an amendment by HYSR’s Board of Directors to the company’s articles of incorporation to “(i) increase [HYSR’s] authorized shares of Common Stock from 500,000,000 to 1,000,000,000, and (ii) authorized 5,000,000 shares of blank check preferred stock” (the Board’s Amendment).

The CF Comment Letter asked HYSR to explain how, in obtaining its shareholders’ approval of the Board’s Amendment, the company had complied with Regulation 14A, which governs the SEC’s proxy solicitation requirements. For information on Regulation 14A, please see http://www.ecfr.gov/cgi-bin/text-idx?SID=8e0ed509ccc65e983f9eca72ceb26753&node=17:4.0.1.1.1&rgn=div5#sg17.4.240_113q_61.sg30.

HYSR, in essence, responded to CF’s Letter by filing related proxy solicitation materials, which indicated that it would hold a November 15, 2013 special meeting of stockholders for approval of the Board’s Amendment. You may review HYSR’s October 10, 2013 definitive proxy statement filed on SEC Schedule 14A in our electronic database, EDGAR, by going here, www.sec.gov/Archives/edgar/data/1481028/000121390013005648/def14a1013_hypersolar.htm. You also may review HYSR’s related November 21, 2013 8-K filing, in which the company explained that its shareholders approved the Board’s Amendment at the November 15, 2013 special meeting (see: www.sec.gov/Archives/edgar/data/1481028/000121390013006801/f8k111513_hypersolar.htm).

If you have any additional questions, please contact me directly.

Sincerely,

Kimberly A. Browning
Senior Counsel
Office of Investor Education and Advocacy U.S. Securities and Exchange Commission
[phone]
www.sec.gov
www.investor.gov
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