UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2024
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER: 000-54437
SUNHYDROGEN, INC.
(Exact name of registrant as specified in its charter)
BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (805)966-6566
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None
Securities registered pursuant to section 12(g)
of the Act: common stock, par value $0.001 per share
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated Filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock
held by non-affiliates of the registrant, based upon the last sale price of the common stock of the registrant as of the last business
day of its most recently completed second fiscal quarter was approximately $65.0 million.
The number of shares of registrant’s common stock outstanding,
as of September 30, 2024 was 5,205,759,708.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 14
Item 1C. Cybersecurity 14
Item 2. Properties 14
Item 3. Legal Proceedings 14
Item 4. Mine Safety Disclosures 14
PART II
Item 6. [Reserved.] 16
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 18
Item 8. Financial Statements and Supplementary Data 18
Item 9A. Controls and Procedures 19
Item 9B. Other Information. 19
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 19
PART III
Item 10. Directors, Executive Officers and Corporate Governance 20
Item 11. Executive Compensation 22
Item 14. Principal Accountant Fees and Services 24
PART IV
Item 15. Exhibit and Financial Statement Schedules 25
SIGNATURES 27
i
PART I
Item 1. Business.
Unless otherwise stated
or the context requires otherwise, references in this annual report on Form 10-K to “SunHydrogen”, the “Company”,
“we”, “us”, or “our” refer to SunHydrogen, Inc.
Overview
At SunHydrogen, our goal is
to replace fossil fuels with clean, renewable hydrogen.
Hydrogen is the most abundant
chemical element in the universe. When hydrogen fuel is used to power transportation and industry, the only byproduct left behind is pure
water, unlike hydrocarbon fuels such as oil, coal and natural gas that emit carbon dioxide and other harmful pollutants into the atmosphere.
However, naturally occurring hydrogen molecules are rare – so rare that today about 95% of all molecular hydrogen is produced from
steam reforming of natural gas (Source: US Department of Energy, Hydrogen Fuel Basics). This process is both economically and environmentally
unsound.
SunHydrogen is developing
an efficient and cost-effective way to produce truly green hydrogen using sunlight and any source
of water. Our innovative solar hydrogen technology uses abundant and low-cost materials, requires no external power other than sunlight,
and is designed with scalability in mind. Its core components include a substrate, photovoltaic layers, and catalysts that integrate to
split water molecules into green hydrogen and oxygen. Just like a solar panel is comprised of multiple cells that generate electricity,
our hydrogen panel encases multiple hydrogen generators immersed in water. Each hydrogen generator autonomously splits water into hydrogen
and oxygen. Our technology has the potential to be one of – if not the most – economical green hydrogen solutions: Unlike
traditional water electrolysis for hydrogen, our process requires no external power other than sunlight and uses efficient and low-cost
materials.
We believe renewable hydrogen has already proven
itself to be a key solution in helping the world meet climate targets, and we believe our technology potentially offers solutions to the
challenges that the hydrogen future presents, including cost of production and transportation. Many of today’s green hydrogen producers
transport their product over long distances, so although the hydrogen itself is green, the delivery and transport infrastructure come
with a high carbon footprint and a significant capital investment. The SunHydrogen solution is fully self-contained, offering on-site
solar hydrogen generation and local distribution to eliminate carbon footprint altogether and significantly reduce capital investments
for transport and delivery.
Additionally, because our
process directly uses the electrical charges created by sunlight to generate hydrogen, our technology does not rely on grid power or require
the costly power electronics that conventional electrolyzers do.
With a target cost of $2.50/kg.,
we believe our solution has the potential to clear a path for green hydrogen to compete with natural gas hydrogen and gain mass market
acceptance as a true replacement for fossil fuels.
Our
technology is primarily developed at our independent laboratory in Coralville, Iowa. These development efforts are further supported through
sponsored research agreements with the University of Iowa and the University of Michigan, as well as collaborations with specialized industrial
partners and consultants.
Led by Chief Scientific Officer Dr. Syed Mubeen
and Director of Technology Dr. Joun Lee, our Iowa team continues to focus on developing tandem photoelectrosynthetic heterostructures
(nanoparticle-based tandem semiconductor units) and evaluating their manufacturability at scales suitable for commercialization. Over
the past year, the team has dedicated efforts to improving the performance and scaling up of our nanoparticle-based hydrogen generators.
1
In parallel, we have been actively exploring a
new methodology that utilizes commercially available, mass-produced thin-film PV cells and modules. These are re-engineered with our proprietary
hydrogen module design to enhance fault tolerance and increase hydrogen production efficiency. While this approach is built on principles
similar to our nanoparticle technology, it leverages a mature manufacturing platform, enabling a potentially faster market entry.
SunHydrogen remains fully committed to our patented
nanoparticle-based approach to green hydrogen production. However, this new methodology, which aligns closely with our nanoparticle technology,
benefits from an established manufacturing base. Our core mission remains the replacement of fossil fuel-derived hydrogen with truly green
hydrogen. If there is an opportunity to achieve this goal more quickly and enter the market sooner, we believe it is in our shareholders'
best interest to capitalize on our existing foundation and expertise to do so.
Over the past year, our Iowa team achieved significant
milestones in advancing our green hydrogen production technology toward commercialization. These accomplishments span both our nanoparticle-based
tandem semiconductor units and our innovative approach using thin-film PV cells and modules, as further described below.
Nanoparticle-Based Tandem Semiconductor Units:
Thin-Film PV Cell-Based Hydrogen Modules:
2
Additional accomplishments that span both nanoparticle-based and thin
film-based hydrogen modules include:
Led
by Dr. Nirala Singh, one of the lead inventors on SunHydrogen Patent No. 9,593,053B1, the University of Michigan team is focused on understanding
the hydrogen collection efficiency and optimizing and testing potential oxygen evolution and hydrogen evolution electrocatalysts to accelerate
scaleup and increased efficiency of photoelectrochemically active heterostructures.
In the past year, they identified
the most promising configurations to minimize the significant energy losses and produce hydrogen at a high rate. They further tested these
configurations in the Generator Housing for different system areas with oxygen evolution and hydrogen evolution catalysts and measured
the collection efficiency of hydrogen following its production. The effect of different pre-treatment conditions on the activity and stability
of the hydrogen evolution catalyst and oxygen evolution catalyst was also evaluated for continuous operation in a three-electrode setup
and the treatment variables with the most significant contribution to activity and stability identified. The overall voltage required
for water splitting using these optimized conditions has been lowered from that of last year. University of Michigan is developing strategies
to further improve the stability of the oxygen evolution electrocatalyst as well as alternate methods to deposit the electrocatalysts
on different supports.
University of Michigan demonstrated
the use of the system in the Generator Housing without membranes while maintaining a high faradaic efficiency and purity of hydrogen generation.
This system was evaluated using the gas collection system developed in the previous year. University of Michigan demonstrated the high
purity and faradaic efficiency under various Generator Housing orientations (e.g., angle) and temperatures. The elimination of the membrane
can assist with reducing capital and processing costs. Potential causes of high series resistance have been identified and addressed to
improve the overall efficiency of the system. University of Michigan also evaluated the performance of the system in the Generator Housing
under different flow conditions and electrolyte compositions to determine the effect on performance and collection efficiency. University
of Michigan is developing strategies to further mitigate the series resistance in the device.
Outside
of our central research and development hub in Iowa and our work with the University of Iowa and the University of Michigan, we have further
expanded our industrial partnerships across the U.S., Germany, South Korea, and Japan.
3
Our
current industrial partners and vendors include: Honda R&D Co. Ltd; CTF Solar GmbH; the National Renewable Energy Laboratory (NREL);
COTEC Corp.; Geomatec; Project NanoPEC; Schmid Group; Heraeus; and Strategic Analysis. By diversifying our commercialization strategy
in this way, we have formed relationships with industrial partners who are specialized in individual components of our technology such
as electroplating, substrate processing and catalyst/membrane integration, and techno-economics.
Honda R&D Co. Ltd
is our housing unit and balance of system partner.
With CTF Solar, we are
working to integrate their commercial PV cell module design into our technology for green hydrogen production.
The National Renewable
Energy Laboratory (NREL) is our thin film PV cell design partner.
COTEC is a production
partner for our PAH (Photoelectrosynthetically Active Heterostructures) nanoparticle technology, and Geomatec is a PAH substrate vendor.
Project NanoPEC has brought us together with a
group of six partners at the cutting edge of industry and science in Germany working to accelerate the commercialization of our technology.
These partners include the Fraunhofer Center for Silicon Photovoltaics, WAVELABS Solar Metrology Systems GmbH,
ECH Elektrochemie Halle GmbH, Zahner-Elektrik,
Helmholtz-Zentrum Berlin, and SCHMID Group. SCHMID Group is an additional manufacturing
partner.
Efforts on our hydrogen reactor design are led
by consultants Prof. Kazunari Domen, Dr. Hiroshi Nishiyama, Dr. Taro Yamada, and Prof. Nirala Singh.
We are working with Heraeus as our vendor for catalyst
optimization, and lastly, we are working with Strategic Analysis to conduct robust techno-economic analysis of our process.
Finally, while we remain dedicated to our primary
goal of developing our technology to commercialization, we are also passionate about furthering the renewable hydrogen ecosystem through
investment in, and acquisition of, complementary hydrogen technologies.
SunHydrogen
is an investor in Norway-based TECO 2030. With their zero-emission PEM hydrogen fuel cells stacks and modules, TECO
2030 is accelerating the transition to clean energy in the maritime and heavy-duty transportation sectors, and has formed strong relationships
with world-leading companies in the fuel cell industry in the process. Their longtime development partner AVL is the world's largest independent
company for the development, simulation and testing of powertrain systems. TECO 2030 is also partnered with thyssenkrupp Automation Engineering,
which holds over 100 years of fuel cell experience and €34 billion in revenue in 2021.
Every
day in the US, hundreds of thousands of diesel-powered trucks travel through routes with abundant land and sun. Our SunHydrogen panels
along and around these highways, producing green hydrogen at and near refueling sites, would potentially eliminate the need to transport
hydrogen fuel over long distances, lowering the high costs and hydrogen losses that would otherwise happen in long-distance transport.
In the future, we believe our green hydrogen panels along major trucking routes worldwide, together with the proliferation of TECO 2030's
hydrogen fuel cell technology, can make a significant mark on the industry.
Market Opportunity
Hydrogen generation is projected
to become a $1 trillion per year market by 2050 (Source: Goldman Sachs, Carbonomics: The clean hydrogen revolution). Current fossil
fuels can’t sustain future energy requirements environmentally or economically, and hydrogen fuel technologies are being adopted
across all sectors as the world moves toward renewable alternatives.
Over 140 countries have set
goals to achieve net-zero emissions by 2050, and as governments are looking to clean energy sources like hydrogen to help them meet their
targets (Source: United Nations, Net Zero Coalition). It is estimated that nearly 25% of global energy will come from clean hydrogen
alone by 2050 (Source: Goldman Sachs, Green Hydrogen: The next transformational driver of the Utilities industry).
4
Over 1,000 green hydrogen
production demonstration projects have been announced around the world, and policy leaders have put forth ambitious strategies to utilize
hydrogen and fuel cell technologies across all sectors of the economy including transportation, feedstock and industrial heat use (Source:
The Hydrogen Council and McKinsey & Company, Hydrogen Insights 2023).
Existing Market Growth
As supply chain challenges
and geopolitical conflicts continue to affect fuel prices globally, the hydrogen market is rallying support from consumers and governments
alike.
In
August 2022, The Inflation Reduction Act, which allotted $369 billion to renewable energy and climate projects, was signed into law in
the US. “Among its features, the law has a 10-year extension of solar and wind tax credits and incentives to support new technology,
with hydrogen and energy storage set to be the greatest beneficiaries,” according to Morningstar’s chief US market strategist
Dave Sekera (Source: Markets Insider, Clean energy stocks are set to be the big winners of the sweeping Inflation Reduction Act just
signed by Biden, Morningstar says). Specifically, the Act included a tax credit that will award up to $3/kg for low carbon
hydrogen, with exact credit amounts to be determined by calculating a given project’s greenhouse gas emissions (Source: S&P
Global, Hydrogen tax credits preserved in new US Inflation Reduction Act).
Since
the passage of the Inflation Reduction Act, the US has seen additional promising legislation in favor of the adoption of hydrogen as a
replacement for fossil fuels. Most recently, the US Department of Energy released its intent to invest up to an additional $1 billion
to support the Regional Clean Hydrogen Hubs program, an already-$7 billion initiative to create six to ten regional clean hydrogen hubs
across the country (Source: DOE, Biden-Harris Administration to Jumpstart Clean Hydrogen Economy with New Initiative to Provide Market
Certainty and Unlock Private Investment). According to the DOE, America’s growing hydrogen economy has the potential to add
100,000 net new direct and indirect jobs by 2030 (Source: DOE, DOE’s Pathways to Commercial Liftoff: Clean Hydrogen report).
An additional factor driving
the global hydrogen market is the need to reduce sulfur content in petroleum products. U.S. federal and state governments have adopted
various programs, including the Tier 3 program, to reduce the sulfur content in gasoline, motor oil and diesel. Particularly, there is
a growing demand for petroleum products from developing countries. Hydrogen is used in various refining processes including hydrocracking
and hydrodesulfurization to crack bigger molecules into lighter ones and produce more usable products.
For all these reasons and
more, we believe our renewable hydrogen-producing technology possesses significant early market opportunity, especially as innovation
and infrastructure continue to develop.
Hydrogen Mobility
Industry is projected to drive
the majority of clean hydrogen uptake until 2030 followed by a wider uptake in new applications by 2050, according to a 2024 report by
McKinsey & Company (Source: McKinsey & Company, Global Energy Perspective 2023: Hydrogen outlook). Specifically, the mobility
sector is expected to account for a considerable portion of the demand for clean hydrogen.
Hydrogen-powered
trucks and hydrogen refueling stations present a variety of cost, scalability, and sustainability-related benefits over battery power.
Namely, hydrogen-fueled trucks can refuel faster and carry a lower weight penalty than battery-powered trucks because tanks weigh considerably
less than batteries. At scale, the infrastructure is less costly to create than e-truck charging infrastructure because it does not require
grid upgrades and has a smaller carbon footprint. Faster refueling speed also means the hydrogen infrastructure can be used by many more
trucks (Source: McKinsey & Company, Unlocking hydrogen’s power for long-haul freight transport).
Additionally,
the applications for hydrogen mobility stretch far beyond road travel vehicles:
At
one Amazon fulfillment center in Aurora, Colorado, a Plug Power electrolyzer system is already helping produce hydrogen to fuel more than
225 hydrogen fuel cell-powered forklift trucks at the site (Source: Utility Dive, Amazon to generate hydrogen on-site with Plug Power’s
electrolyzer system).
5
In
Norway, Norwegian state-owned technology company Enova has awarded approximately $112 million in grants to commercialize 15 hydrogen and
ammonia-fueled maritime vessels (Source: Riviera Maritime Media, Norway goes big on hydrogen and ammonia-fuelled ships).
Dutch
airline KLM has teamed up with ZeroAvia to develop a liquid hydrogen-powered turboprop aircraft, and they have raised over $300 million
from Amazon, Airbus, and British Airways to do so (Source: The Next Web, KLM targets liquid hydrogen plane takeoff in 2026).
While infrastructure scale-up and technology advancements
are still needed to meet demand, it’s clear that momentum is rapidly building among innovators, government agencies, and industry
stakeholders alike.
Our
Technology
Technology for Making Renewable Hydrogen
from Sunlight and Water
Powered by solar energy, our technology utilizes two innovative approaches
to produce renewable hydrogen from water, leaving behind only clean oxygen as a byproduct:
By advancing both nanoparticle and thin-film PV cell technologies,
we are strategically positioned to accelerate the production of green hydrogen, providing versatile and scalable solutions to meet global
clean energy needs.
Water Splitting
In the process of splitting
a water molecule, input energy is transferred into the chemical bonds. Essentially, manufactured hydrogen serves as a carrier or battery-like
storage of the input energy. If the input energy is from fossil fuels, such as oil and gas, then carbon fossil fuel energy is simply transferred
into hydrogen. If the input energy is renewable, such as solar or wind, then new and clean energy is stored in hydrogen.
While the concept of water
splitting is very appealing, the following industry-wide challenges must be addressed for renewable hydrogen to be commercially viable:
6
Technology
Water electrolysis in its simplest form is the
transfer of “input electrons” in the following chemical reactions:
● Cathode (reduction): 2H2O + 2e- +2 + 2OH-
● Anode (oxidation): 4OH- 2 + 2H2O + 4 e-
From these equations, one
can deduce that if every input electron (e-) is put to work and not lost, then a maximum amount of input electrons (i.e.
energy) is transferred and stored in the hydrogen molecules (H2). Additionally, if there were a very high number of cathode
and anode reaction areas within a given volume of water, then a very high number of these reactions could happen simultaneously throughout
the medium to split each water molecule into hydrogen wherever electrons are available.
SunHydrogen PanelTM
Since our particles are
intended to mimic the natural process of photosynthesis, directly producing hydrogen and oxygen without the need for costly intermediate
power conversions, they can be housed in very low-cost reactors. To facilitate the commercial use of our self-contained particle technology,
we are developing a modular system that will enable the onsite daily production and storage of hydrogen for any-time use in electricity
generation.
We refer to our potential product
as the SunHydrogen Panel which is comprised of the following components:
● Current Collector: Utilized for the deposition of catalysts.
7
In addition to our sponsored
research agreements with the University of Iowa and University of Michigan, we are working with a growing group of specialized industrial
partners to help commercialize our renewable hydrogen panels that use sunlight and water to generate hydrogen. Our current industrial
partners include: Honda R&D Co. Ltd; CTF Solar GmbH; the National Renewable Energy Laboratory (NREL); COTEC Corp.; Geomatec; Project
NanoPEC; Schmid Group; the University of Tokyo; Heraeus; and Strategic Analysis.
Intellectual Property
On November 14, 2011, we
filed a provisional application with the U.S. Patent and Trademark Office to protect the intellectual property rights for “Photoelectrosynthetically
Active Heterostructures” A year later on November 14, 2012, we filed a non-provisional application claiming priority to the provisional
application. On March 14, 2017, a first patent covering the structural design of Photoelectrosynthetically Active Heterostructures (PAH)
was granted as United States Patent No. 9,593,053B1. A divisional application claiming priority to the foregoing applications was filed,
and on April 3, 2018, a second patent covering the method for manufacturing PAH was granted as United States Patent No. 9,593,053B2. These
patents protect the Company’s proprietary design and manufacturing method of a self-contained solar-to-hydrogen device made up of
billions of solar-powered water-splitting nanoparticles, per square centimeter. These nanoparticles are separated by a protective coating
that prevents corrosion during extended periods of hydrogen production. The aim of producing these nanoparticles is to achieve high solar
-to-hydrogen conversion efficiency at low cost. These patents expire on November 14, 2032.
An important aspect of the
patented technology referred to in the preceding paragraph is the integrated structures of high-density arrays of nano-sized PV cells
as part of hydrogen production nanoparticles. The technology enables manufacturing of ultra-thin sheets for solar hydrogen production,
requiring substantially less material as compared to conventional PV cells used in rooftop power applications.
On March 21, 2014, we jointly
filed a provisional application with the University of California, Santa Barbara for the “Multi-junction artificial photosynthetic
cell with enhanced photovoltages.” Thereafter, we filed a non-provisional application on March 16, 2015 and a corresponding PCT
Application on March 17, 2015. These applications cover our semiconductor designs to enhance the photovoltages of the nano-sized PV cells
in the PAH structures. The semiconductor designs stacking multiple junctions inside the PAH structures would be an efficient and economical
solution for the photovoltaic and the photoelectrochemical industries. Patents were granted in Australia in April of 2018, China and Europe
in March of 2019, and in the U.S. as United States Patent No. 10,100,415 in October of 2018. The last patent from this international application
was granted in India in October 2022. This patent expires on October 21, 2036.
On September 26, 2016, we
filed jointly with the University of Iowa a provisional application for “Integrated Membrane Solar Fuel Production Assembly”
to protect the intellectual property for our generator housing system that safely separates oxygen and hydrogen in the water-splitting
process without sacrificing efficiency. This device houses the water, the solar particles/cells and is designed with inlets and outlets
for water and gases. Utilizing a special architecture that integrates membranes for separating the oxygen side from the hydrogen side,
proton transport is increased which is the key to safely increasing solar-to-hydrogen efficiency. On September 26, 2017, we filed a PCT
Application that was later nationalized in the U.S. on March 26, 2019. On April 15, 2024, after a thorough review of our corporate commercialization
plan, we made the decision to abandon the patent application. While the intellectual property was critical for the designs of the early
GEN I and GEN II inventions, as our process and system designs evolved, we determined that the IP no longer aligned with our future developments.
On August 7, 2024, we filed a provisional patent application covering
the design and manufacturing processes of fully integrated solar hydrogen modules, utilizing existing infrastructure from the photovoltaic
(PV) industry. The protected IP facilitates the immediate commercial production of these modules, accelerating their entry into the market
for rapid adoption.
Strategic Partners
We are currently engaged in
a sponsored research agreement with the University of Iowa. This term of the research agreement runs through October 2024 but may be extended
upon mutual agreement of the parties.
8
We are currently engaged
in a sponsored research agreement with the University of Michigan. This term of the research agreement runs through September 2024 but
may be extended upon mutual agreement of the parties.
We are currently engaged
in a technology collaboration agreement with COTEC. This term of the agreement runs through September 2024 and both parties are currently
continuing the collaboration while working to enter into a new collaboration agreement.
We are currently engaged
in a technology collaboration agreement with Project NanoPEC. This term of the agreement runs through June 2026 but may be extended upon
mutual agreement of the parties.
We are currently engaged
in a technology collaboration agreement with CTF Solar. This term of the agreement runs through January 2026 but may be extended upon
mutual agreement of the parties.
We are currently engaged
in a joint development agreement with Honda R&D Co. This term of the agreement runs through March 2026 but may be extended upon mutual
agreement of the parties.
We have also initiated a
research agreement with the National Renewable Energy Laboratory (NREL). This research agreement runs through October 2025 but may be
extended upon mutual agreement of the parties.
Additionally, we are engaged
in an ongoing consulting contract with Strategic Analysis, Inc. to aid in further reducing our system cost through techno-economic research
and evaluation.
Competition
Currently, most hydrogen
is produced by steam reforming of natural gas or methane. This production technology dominates due to easy availability and low prices
of natural gas. Partial oxidation of petroleum oil is second in production capacity after steam reforming of natural gas. The third largest
production technology in terms of production capacity is steam gasification of coal. Key players in the traditional hydrogen production
industry include Linde, Air Liquide, Air Products, Praxair, and more.
At this time, we view our primary competition
as companies that have developed or are currently developing renewable hydrogen production technology. Green or renewable hydrogen can
be produced through electrolyzers if the electrolyzers are powered by renewable energy sources, such as solar or wind. Some of these companies
include:
Plug Power: Plug Power (Stock symbol: PLUG) is engaged in the development of hydrogen fuel cell systems that replace conventional
batteries in equipment and vehicles powered by electricity. The company is currently building green hydrogen plants to produce at least
70 tons of liquid green hydrogen daily by the end of 2022 and 500 tons daily by 2025.
NEL Hydrogen: NEL Hydrogen (Stock symbol: NLLSF) delivers solutions to produce, store, and distribute hydrogen from renewable energy.
The company’s hydrogen solutions cover the entire value chain from hydrogen production technologies to hydrogen fueling stations,
enabling industries to transition to green hydrogen.
Fusion Fuel: Fusion Fuel (Stock symbol: HTOO) has developed a modular solar to hydrogen solution, combining proven solar concentration
technology with a proprietary micro-electrolyzer that allows it to produce zero-emissions green hydrogen at highly competitive costs.
The company sells its HEVO-Solar technology to customers interested in producing their own green hydrogen. It also develops company-owned
green hydrogen farms.
ITM Power: ITM Power (Stock symbol: ITMPF) designs, manufactures, and integrates electrolyzers based on proton exchange membrane
technology to produce green hydrogen using renewable electricity and tap water. ITM Power works with strategic partners including Linde,
Shell, Snam, Hyundai, and Honda to scale its impact and industrial reach.
9
McPhy: McPhy (Stock symbol: MCPHY) specializes in the design, production and integration of high pressure alkaline electrolyzers
and hydrogen stations. McPhy has five development, engineering and production sites in France, Italy, and Germany, and it is backed by
solid and constantly-evolving European industrial foundations.
If not powered by renewable
sources, electrolyzers require external electricity most likely created by coal, gas or oil. We believe that our process when fully developed
may potentially offer a competitive advantage as we anticipate it will be fully renewable and utilize no external power other than the
sun. However, it should be noted that the renewable hydrogen market is rich with competitors, like the companies mentioned above, who
have already successfully commercialized green hydrogen production technologies. We anticipate that existing leaders will continue to
hone the efficiency of their products and drive down cost of green hydrogen per kilogram, creating a more competitive, challenging environment
for emerging, not-yet-commercialized technologies such as our own.
Corporate Information
We were incorporated in the
State of Nevada on February 18, 2009. Our executive offices are located at 2500 Crosspark Road, Coralville IA 52241.
Employees
As of September 12, 2024,
we have 7 full-time employees and several consultants. We have not experienced any work stoppages and we consider relations with our employees
and consultants to be good. Our research and development work is performed at our Coralville, Iowa laboratory, as well as with the University
of Iowa and the University of Michigan through sponsored research agreements, and in collaboration with our industrial partners.
Item 1A. Risk Factors.
Risks related to our business and industry
Our limited operating history does not afford
investors a sufficient history on which to base an investment decision.
We were formed in February
2009 and are currently developing a new technology that has not yet gained market acceptance. There can be no assurance that we will ever
operate profitably or that we will have adequate working capital to meet our obligations as they become due.
Investors must consider the
risks and difficulties frequently encountered by early-stage companies, particularly in rapidly evolving markets. Such risks include the
following:
● competition;
● need for acceptance of products;
● ability to continue to develop and extend brand identity;
● ability to anticipate and adapt to a competitive market;
● ability to effectively manage rapidly expanding operations;
● dependence upon key personnel.
We cannot be certain that
our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address
these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected, and we
may have to curtail our business.
10
We have a history of losses and have never
realized revenues to date. We expect to continue to incur losses and no assurance can be given that we will realize revenues. Accordingly,
we may never achieve and sustain profitability.
As of June 30, 2024, we have
an accumulated deficit of $91,852,243. For the year ended June 30, 2024, we incurred a net loss of $9,881,203. We expect to incur net
losses until we are able to realize revenues to fund our continuing operations. We may fail to achieve any or significant revenues from
sales or achieve or sustain profitability. Accordingly, we may never be profitable or be able to maintain profitability.
We have historically raised
funds through various capital raising transactions. We will require additional funds in the future to fund our business plans, either
through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtain such
additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. In the event
we are unable to obtain additional financing, we may be unable to implement our business plan. Even with such financing, we have a history
of operating losses and there can be no assurance that we will ever become profitable.
We may be unable to manage our growth or
implement our expansion strategy.
We may not be able to develop
our product or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth
will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our
future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or
effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely
affected.
We may not be able to successfully develop
and commercialize our technologies which would result in continued losses and may require us to curtail or cease operations.
We are currently working to
scale the lab-scale prototypes of our nanoparticle technology to larger, commercial-scale prototypes. However, we have not completed a
large-scale commercial prototype of our technology and are uncertain at this time when completion of a commercial scale prototype will
occur. Although the lab scale prototype demonstrates the viability of our technology, we may be unable to commercialize our technology.
Our revenues will be dependent upon acceptance
of our products by the market, the failure of which would cause us to curtail or cease operations.
We believe that virtually
all of our revenues will come from the sale or license of our products. As a result, we will continue to incur substantial operating losses
until such time as we are able to develop our product and generate revenues from the sale or license of our products. There can be no
assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree
to pay for or license our products. Our technology and product, when fully developed, may not gain market acceptance due to various factors
such as not enough cost savings between our method of producing hydrogen and other more conventional methods. If that occurs,, our financial
condition and results of operations will be materially and adversely affected.
We anticipate that we will face intense
competition, and many of our competitors have substantially greater resources than we do.
We operate in a competitive
environment that is characterized by price fluctuation and technological change. We anticipate that we will compete with major international
and domestic companies. Some of our current and future potential competitors may have greater market recognition and customer bases, longer
operating histories and substantially greater financial, technical, marketing, distribution, purchasing, manufacturing, personnel and
other resources than we do. In addition, competitors may be developing similar technologies with a cost similar to, or lower than, our
projected costs. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources to
the development, promotion and sales of solar and solar-related products than we can.
Our business plan relies on
sales of our products based on either a demand for truly renewable clean hydrogen or economically produced clean hydrogen. If we fail
to compete successfully, our business would suffer and we may lose or be unable to gain market share. Neither the demand for our product
nor our ability to manufacture at commercial scale have yet been proven.
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Because our industry is highly competitive
and has low barriers to entry, we may lose market share to larger companies that are better equipped to weather a deterioration in market
conditions due to increased competition.
We believe that our ability
to compete depends in part on a number of factors outside of our control, including:
● the price at which others offer comparable services and equipment;
● the extent of our competitors’ responsiveness to customer needs; and
● installation technology.
Currently, competing methods
of hydrogen production include steam reforming of natural gas or methane, which dominates due to its easy availability and low price;
partial oxidation of petroleum oil; steam gasification of coal; and electrolyzers powered by solar or wind energy. There can be no assurance
that we will be able to compete successfully against current and future competitors. If we are unable to compete effectively, or if competition
results in a deterioration of market conditions, our business and results of operations would be adversely affected.
Our business depends on proprietary technology
that we may not be able to protect and may infringe on the intellectual property rights of others.
Our success will depend, in
part, on our technology’s commercial viability and on the strength of our intellectual property rights. We currently hold patents
in the US, China, Australia, and Europe but still have several patents pending in multiple countries. There is no guarantee the
pending patents will be granted. In addition, any agreements we enter into with our employees, consultants, advisors, customers and strategic
partners will contain restrictions on the disclosure and use of trade secrets, inventions and confidential information relating to our
technology may not provide meaningful protection in the event of unauthorized use or disclosure.
Third parties may assert that
our technology, or the products we, our customers or partners commercialize using our technology, infringes upon their proprietary rights.
We have yet to complete an infringement analysis and, even if such an analysis were available at the current time, it is virtually impossible
for us to be certain that no infringement exists, particularly in our case where our products have not yet been fully developed.
We may need to acquire licenses
from third parties in order to avoid infringement. Any required license may not be available to us on acceptable terms, or at all.
We could incur substantial
costs in defending ourselves in suits brought against us for alleged infringement of another party’s intellectual property rights
as well as in enforcing our rights against others, and if we are found to infringe, the manufacture, sale and use of our or our customers’
or partners’ products could be enjoined. Any claims against us, with or without merit, would likely be time-consuming, requiring
our management team to dedicate substantial time to addressing the issues presented. Furthermore, the parties bringing claims may have
greater resources than we do.
We do not maintain theft or casualty insurance
and only maintain modest liability and property insurance coverage and therefore, we could incur losses as a result of an uninsured loss.
We do not maintain theft,
casualty insurance, or property insurance coverage. We may incur uninsured liabilities and losses as a result of the conduct of our business.
Any such uninsured or insured loss or liability could have a material adverse effect on our results of operations.
If we lose key employees and consultants
or are unable to attract or retain qualified personnel, our business could suffer.
Our success is highly dependent
on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our Chief
Science Officer, Dr. Syed Mubeen, our development team in Iowa and our industrial partners and vendors. There can be no assurance
that they will remain associated with us. Our management’s efforts will be critical to us as we continue to develop our technology
and as we attempt to transition from a development stage company to a company with commercialized products and services. If we were to
lose Dr. Mubeen, one of our development partners, any other key employees or consultants, we may experience difficulties in competing
effectively, developing our technology and implementing our business strategies.
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The loss of strategic alliances used in
the development of our products and technology could impede our ability to complete our product and result in a material adverse effect
causing the business to suffer.
We pursue strategic alliances
with other companies in areas where collaboration can produce technological and industry advancement. For example, we have entered into
a sponsored research agreement with the University of Michigan which, which was extended through September 30, 2024. If we are unable
to extend the terms of this agreement, or any of our other agreements with our partners as described in this report, we could suffer delays
in product development or other operational difficulties which could have a material adverse effect on our results of operations.
Risks relating to our common stock
There is a limited trading market for our
common stock.
Our common stock is not listed
on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our shares than if our common stock
was traded on an exchange. Although our common stock is quoted on the OTCQB, it is an unorganized, inter-dealer, over-the-counter market
which provides significantly less liquidity than the Nasdaq Capital Market or other national securities exchange. Further, there is limited
trading in our common stock. These factors may have an adverse impact on the trading and price of our common stock.
Our common stock could be subject to extreme
volatility.
The trading price of our common
stock may be affected by a number of factors, including events described in the risk factors set forth in this report, as well as our
operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance
and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors,
many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock
market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a
volatile market, we may experience wide fluctuations in the market price of our common stock and wide bid-ask spreads. These fluctuations
may have a negative effect on the market price of our common stock. In addition, the securities market has, from time to time, experienced
significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations
may also materially and adversely affect the market price of our common stock.
We anticipate that our issuance of common
stock upon conversion of Series C Preferred Shares will result in dilution to our stockholders.
As of June 30, 2024, we have
outstanding shares of redeemable Series C Preferred Stock with an aggregate stated value of $885,100 that are convertible into common
stock at a fixed conversion price of $0.00095 (see Note 3 to the financial statements included in this report). We anticipate that our
issuance of common stock upon conversion of outstanding preferred shares will result in dilution to holders of our common stock, which
may have a negative effect on the price of our common stock. In addition, as of June 30, 2024, we have outstanding warrants to purchase
78,095,239 shares of common stock and options to purchase 266,894,499 shares of common stock, and our issuance of shares of common stock
upon exercise of outstanding warrants or options may result in additional dilution to our stockholders.
We have never paid common stock dividends
and have no plans to pay dividends in the future, as a result our common stock may be less valuable because a return on an investor’s
investment will only occur if our stock price appreciates.
Holders of shares of our common
stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends on
our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain
future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock will be
in the form of appreciation in the market value of our shares of common stock, which may not occur.
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Our common stock is subject to the SEC’s
penny stock rules.
Unless our common stock is
listed on a national securities exchange, including the Nasdaq Capital Market, or we have stockholders’ equity of $5,000,000 or
less and our common stock has a market price per share of less than $5.00, transactions in our common stock will be subject to the SEC’s
“penny stock” rules. If our common stock remains subject to the “penny stock” rules promulgated under the Securities
Exchange Act of 1934, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities