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, 2025
☐
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 $122.8 million.
The number of shares of registrant’s common stock outstanding,
as of September 12, 2025 was 5,438,414,015.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 11
Item 1B. Unresolved Staff Comments 16
Item 1C. Cybersecurity 16
Item 2. Properties 16
Item 3. Legal Proceedings 16
Item 4. Mine Safety Disclosures 16
Item 6. [Reserved.] 17
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 20
Item 8. Financial Statements and Supplementary Data 20
Item 9A. Controls and Procedures 21
Item 9B. Other Information. 21
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 21
PART III 22
Item 10. Directors, Executive Officers and Corporate Governance 22
Item 11. Executive Compensation 24
Item 14. Principal Accountant Fees and Services 27
Item 15. Exhibit and Financial Statement Schedules 28
SIGNATURES 30
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 renewable 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, stabilization coatings, and catalysts
that integrate to split water molecules into renewable hydrogen and oxygen. Just like a solar panel is comprised of multiple cells
that generate electricity, our hydrogen panel encases multiple hydrogen reactors immersed in water. Each hydrogen generator autonomously
splits water into hydrogen and oxygen. We believe our technology has the potential to be one of – if not the most – economical
renewable hydrogen solutions: Unlike traditional water electrolysis for hydrogen, our process requires no external power other than sunlight
and uses efficient and commercial-proven 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 the cost of production and transportation. Many fossil fuel-based hydrogen producers
rely on transporting their product over long distances, a process that carries both a high carbon footprint and substantial capital costs.
The SunHydrogen solution is fully self-contained, offering on-site solar hydrogen generation and local distribution that eliminates production
and transport-related carbon footprint altogether and significantly reduces the capital investment required 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 renewable hydrogen to compete with natural gas hydrogen and gain mass market
acceptance as a true replacement for fossil fuels.
Led by Chief Technology Officer
and University of Iowa Associate Professor, Dr. Syed Mubeen (who previously served as our Chief Scientific Officer) 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.
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.
1
In parallel, we have been actively executing on
a new methodology that utilizes commercially available, mass-produced thin-film solar 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
based 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 renewable 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 renewable hydrogen.
In
2024-2025, our Iowa team achieved significant milestones in advancing our renewable hydrogen production technology toward commercialization.
These accomplishments span both our nanoparticle-based tandem semiconductor units and our innovative approach using thin-film solar cells
and modules.
Nanoparticle-Based Tandem Semiconductor Units:
2
Thin-Film Solar Cell-Based Hydrogen Modules:
Additional accomplishments that span both nanoparticle-based and thin
film-based hydrogen modules include:
3
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.
Our
current industrial partners include Honda R&D Co., Ltd.; CTF Solar GmbH; The Process Group, LLC (TPG Engineers); the National Renewable
Energy Laboratory (NREL); COTEC Corp.; Geomatec; SCHMID Group; Heraeus; Strategic Analysis, Inc.; and the Project NanoPEC consortium led
by Fraunhofer CSP together with WAVELABS, ECH Elektrochemie Halle, Zahner-Elektrik, and Helmholtz-Zentrum Berlin. During 2025 we engaged
TPG Engineers for front-end engineering design (FEED) of a >25 m2 pilot plant, and we entered a collaboration with the University
of Texas at Austin – Center for Electromechanics (UT-CEM) to host and operate a >30 m2 multi-panel pilot system. We also
continued third-party validation and testing, including large-area efficiency testing with the University of Tokyo and on-sun rooftop
testing with Honda R&D. Our formal joint development agreements with Honda R&D and CTF Solar announced in 2024 remain in effect.
Honda R&D Co. Ltd
is our housing unit and balance of system partner.
With CTF Solar, our thin
film PV module production partner, we are working to integrate their commercial solar cell modules into our technology for renewable hydrogen
production.
The Process Group, LLC
(TPG Engineers), are Front-End Engineering Design (FEED) partner for a >25 m2 pilot; scope includes PEC-module integration,
fluid circulation, mechanical interconnections, H2/O2 gas handling, and a HAZOP study.
University of Texas at
Austin, Center for Electromechanics (UT-CEM), are our pilot host/operator for the first large-scale, multi-panel system: sixteen 1.92 m2
PEC hydrogen reactors (>30 m2 active area) at UT-CEM’s Hydrogen ProtoHub, with ~6-month operation after commissioning.
COTEC is a production
partner for our PAH (Photoelectrosynthetically Active Heterostructures) nanoparticle technology, and Geomatec is a PAH substrate processing
partner.
The National Renewable
Energy Laboratory (NREL) is our thin film PV cell design partner.
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.
4
In addition to Honda R&D Co. Ltd, efforts on
our hydrogen reactor housing design are led by consultants Prof. Kazunari Domen, Dr. Hiroshi Nishiyama, Dr. Taro Yamada, and Prof. Nirala
Singh.
We are working with Heraeus 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 a shareholder in Norway-based TECO
Fuel Cell Technology (formerly TECO 2030), a company that has demonstrated both innovation and resilience in its mission to accelerate
the global transition to zero-emission energy.
In 2024, TECO navigated a restructuring, supported
by AVL, prior management, and its joint-venture partner in India. The newly reestablished entity, headquartered in Oslo now operates under
a licensing model with industrial partners—preserving core technology while optimizing operational efficiency.
TECO has achieved notable technical milestones.
Its fuel cell stacks were deployed in AVL’s DemoTruck prototype—a class 8, 40-ton vehicle unveiled at the Vienna Motor
Symposium—showcasing applicability in heavy-duty land transport, Meanwhile, TECO’s marine fuel cell module has undergone full-power
testing at AVL’s test facility in Graz, Austria—successfully reaching stable, maximum output and positioning it as the world’s
most powerful marine fuel cell system.
In addition to its long-standing collaboration
with AVL, TECO Fuel Cell Technology has entered into a strategic partnership with India-based Advite Infratec, unlocking new market opportunities.
The company is also expanding into on-site power generation, which aligns closely with SunHydrogen’s renewable hydrogen production
technology. Together, this synergy may pave the way for integrated remote power system solutions—delivering localized, resilient,
and sustainable energy where grid access is limited.
SunHydrogen believes that, if successfully implemented,
the combination of its renewable hydrogen production systems and TECO Fuel Cell Technology’s advanced fuel cell platforms could
enable meaningful synergies—supporting the development of clean, reliable, and cost-effective energy ecosystems in key markets worldwide.
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 solar cell technologies,
we are strategically positioned to accelerate the production of renewable hydrogen, providing versatile and scalable solutions to meet
global clean energy needs.
5
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:
1) Efficiency & Simplicity.
Hydrogen is an energy carrier—its cleanliness depends on the energy used to make it. Conventional electrolyzer systems, even when
powered by renewable electricity, face high levelized costs because electricity is their largest input expense. They also require additional
power electronics, which introduce further inefficiencies and add to overall system cost and complexity.
By contrast, SunHydrogen’s
integrated photoelectrochemical (PEC) architecture converts sunlight and water directly into hydrogen inside each panel in a single step.
By minimizing conversion stages and eliminating the need for costly external power conditioning, our design is engineered to store more
of the captured solar energy in hydrogen while reducing balance-of-system requirements. This streamlined approach not only lowers cost
but also makes our solution well suited for distributed and off-grid applications where traditional electrolyzer infrastructure is impractical.
2) Water Flexibility.
Many hydrogen systems require ultra-pure water to protect membranes and components, which limits where they can operate. SunHydrogen is
developing catalysts and cell designs to operate across acidic or alkaline conditions and to tolerate selected non-potable water sources—including
certain wastewater streams—with appropriate conditioning. This broadens usable water supplies, lowers operating costs, and enables
deployment in regions where clean water is scarce.
Technology
SunHydrogen’s photoelectrochemical
(PEC) panels convert sunlight directly into hydrogen by generating electrons and holes in a semiconductor and driving them to catalysts
where the following water-splitting reactions occur.
● Cathode (reduction): 2H+ + 2e- → H2
● Anode (oxidation): H2O → 1⁄2O2 + 2H+ + 2e-
Basic steps involve:
● Sunlight creates electron–hole pairs in the semiconductor.
SunHydrogen’s architecture creates a high
density of reaction sites across a thin water layer, so many micro-reactions proceed simultaneously over the illuminated area, increasing
current and hydrogen production at a given operating voltage.
SunHydrogen Panel
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:
6
● Current Collector: Utilized for the deposition of catalysts.
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 Process Group, LLC (TPG Engineers); the National Renewable Energy Laboratory
(NREL); COTEC Corp.; Geomatec; SCHMID Group; Heraeus; Strategic Analysis, Inc.; and the Project NanoPEC consortium led by Fraunhofer CSP
together with WAVELABS, ECH Elektrochemie Halle, Zahner-Elektrik, and Helmholtz-Zentrum Berlin
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” 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 solar 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 solar 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 solar
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.
7
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 decided 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 titled “CdTe Photovoltaic Module Systems and Methods for Autonomous Water Electrolysis.” This intellectual property
(IP) covers 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.
On November 25, 2024,
we filed a provisional patent application titled “Photoelectrochemical Reactor for Hydrogen Production.” This intellectual
property covers the design and manufacturing method of a photoelectrochemical reactor, including its internal hydrogen module and external
housing unit.
On August 6, 2025, we
filed a non-provisional and PCT patent application titled “CdTe Photovoltaic Module Systems and Methods for Autonomous Water Electrolysis”
with the U.S. Patent and Trademark Office (USPTO). This utility patent application is based on the provisional patent application filed
on August 7, 2024.
Market Opportunity
Hydrogen is emerging as a foundational element
of the global clean energy transition, delivering solutions where fossil fuels fall short—environmentally, economically, and in
adaptability. Deloitte projects that the renewable hydrogen market could reach $1.4 trillion per year by 2050, driven by rising demand
for decarbonization across sectors (Deloitte, 2023 Renewable Hydrogen Outlook). According to the Net Zero Tracker (Net Zero Tracker, 2024
Stocktake), around 148 countries have adopted some form of net-zero target, varying in legal status and scope. Hydrogen is increasingly
recognized as a critical technology for decarbonizing transportation, high-grade industrial heat, chemical feedstocks (e.g., refining,
ammonia, methanol), and power generation (Hydrogen Council, 2025).
Momentum is accelerating
The International Energy Agency (IEA) forecasts $7.8 billion in clean
hydrogen investment in 2025—a 70% increase over 2024—with projects at the Final Investment Decision (FID) stage set to expand
production capacity to 7.5 million tonnes annually by 2035 (Hydrogen Insight, 2025).
Costs are dropping, markets are expanding
IEA’s Net Zero Emissions by 2050 scenario indicates that low-emissions
hydrogen production costs could fall by around 50% by 2030, enabling cost parity with grey hydrogen in advanced markets. Deloitte projects
that this market could be worth $1.4 trillion annually by 2050, opening opportunities in heavy transport, industrial feedstock, and grid
balancing (Deloitte, 2023 Renewable Hydrogen Outlook; IEA, Global Hydrogen Review 2024).
8
Global policy frameworks are aligning
Governments in all major regions are advancing national hydrogen strategies
backed by funding, regulatory alignment, and cross-border cooperation. The Hydrogen Council reports that more than 50 national hydrogen
roadmaps are now in place, covering countries that together account for ~88% of global renewablehouse gas emissions (Hydrogen Council,
2025). Multilateral initiatives — such as the Clean Energy Ministerial’s Hydrogen Initiative and the International Partnership
for Hydrogen and Fuel Cells in the Economy — are accelerating policy harmonization and enabling large-scale trade and standardization.
Deployment is gaining traction
IEA’s Global Hydrogen Review 2024 notes that the number of
low-emissions hydrogen projects reaching FID doubled over the past year, setting the stage for a potential fivefold increase in global
production capacity by 2030. Deloitte estimates that the current pipeline could deliver around 44 million tonnes of clean hydrogen by
2030 — about a quarter of expected demand — highlighting both the progress made and the scale of opportunity ahead (Deloitte,
Pathways to Decarbonization | Hydrogen, 2023).
Existing Market Growth
Hydrogen’s early market expansion is being
accelerated by targeted policy incentives, maturing technologies, and increasing industrial adoption. The International Energy Agency
(IEA) reports that over the last year the number of low emissions hydrogen projects reaching final investment decision (FID) doubled,
even as much of the pipeline remains at earlier stages. This momentum is laying the groundwork for scale-up this decade (IEA; Ammonia
Energy Association).
In the United States, the Inflation Reduction Act
(IRA) established the Section 45V Clean Hydrogen Production Tax Credit. Final Treasury/IRS regulations issued January 3, 2025 confirm
a tiered, per-kilogram credit of up to $3/kg based on lifecycle carbon intensity ≤4 kg CO2e/kg H2, available for 10 years
from the date the facility is placed in service; credits are transferable and may be taken as direct pay for the first five years. Subsequent
legislation in July 2025 set a commence construction deadline of January 1, 2028. Together, these changes aim to provide greater investment
certainty for developers (U.S. Department of the Treasury; KPMG; Cravath; DWT).
Policy-driven momentum is also evident beyond North
America. Under the EU’s REPowerEU plan, the European Commission set indicative targets of 10 million tonnes of domestic renewable
hydrogen production and 10 million tonnes of renewable hydrogen imports by 2030, supported by infrastructure initiatives such as hydrogen
backbone pipelines and import corridors (European Hydrogen Observatory).
Japan’s revised Basic Hydrogen Strategy (June
2023) established a utilization target of approximately 12 million tonnes per year by 2040 (including ammonia) and retains a long-term
ambition around 20 million tonnes by 2050; the strategy is accompanied by multi-year public-private investment commitments (Ministry of
Economy, Trade and Industry, 2023; The Japanese Basic Hydrogen Strategy, 2023).
Countries including Australia, Saudi Arabia, and
the United Arab Emirates are positioning themselves as major producers and exporters. Australia released an updated National Hydrogen
Strategy in 2024 to guide production, use, and export; Saudi Arabia’s NEOM project and the UAE’s National Hydrogen Strategy
2050 highlight large-scale export ambitions backed by infrastructure buildout (Australia’s National Hydrogen Strategy, 2024; Hydrogen-Central,
2025; UAE Government Portal).
Industrial demand remains the most immediate growth
driver—particularly in refining, ammonia, methanol, and steel—where hydrogen is already used and can directly displace fossil-based
feedstocks. As supply chains expand and infrastructure comes online, emerging uses in heavy transport, shipping, and energy storage are
expected to create additional demand pull. These trends are reflected across recent IEA assessments of demand, production, and policy
(IEA).
9
Hydrogen Mobility
Industry is projected to drive most clean hydrogen
uptake through 2030, with mobility’s role expanding toward 2050 across multiple transition scenarios (McKinsey, Global Energy Perspective
2023: Hydrogen Outlook). In these pathways, hydrogen supports long-haul trucking, maritime, and rail where high duty cycles, range, and
quick refueling are critical (McKinsey, Global Energy Perspective 2023: Hydrogen Outlook).
For heavy-duty road freight, evidence suggests
battery-electric will dominate shorter routes and fuel-cell can play a role in certain long-haul duty cycles that value fast refueling
and competitive payloads. Comparative advantages depend on route length, depot vs. corridor fueling, and electricity access; leading analyses
emphasize a segment-by-segment approach rather than a blanket preference (NACFE).
Recent developments
Integrated “hydrogen valleys”
Competition
Most hydrogen today is produced from fossil fuels,
primarily via steam methane reforming (SMR) of natural gas, with coal gasification the next largest source; less than 1% of global supply
in 2023 came from low-emissions pathways. The IEA estimates that around two-thirds of dedicated hydrogen production was from unabated
natural gas in 2023 and about 20% from unabated coal (with China accounting for most coal-based output). The remainder is mainly by-product
from oil processes and small volumes from electrolysis (IEA, Hydrogen, 2024).
Large industrial gas companies operate extensive
hydrogen production and supply networks used in refining, chemicals and other sectors. These include Linde, Air Liquide and Air Products.
Recent corporate materials highlight their end-to-end hydrogen capabilities and new clean-hydrogen projects and offtake agreements (Linde;
Air Liquide; Air Products; TotalEnergies).
At this time, our primary competition is from
companies developing and commercializing renewable hydrogen production technologies, particularly electrolysis powered by renewable electricity.
Representative companies include:
10
When electrolysers are powered by high-carbon
electricity, their life-cycle emissions can approach or exceed those of fossil-based hydrogen; conversely, pairing electrolysis with low-carbon
power yields substantial reductions. The IEA’s 2024 review quantifies emissions intensities across supply chains and underscores
the centrality of electricity carbon intensity (IEA, 2024).
Our development approach aims to be entirely solar
driven with no external electricity input. If successful, this could reduce dependence on grid power and avoid some energy-cost, infrastructure,
and emissions burdens associated with conventional electrolysis. At the same time, the competitive field is advancing quickly: established
electrolyser OEMs are scaling manufacturing and pursuing efficiency gains and cost reductions, which will intensify competition as we
mature our own technology. Recent IEA tracking shows rapid growth in announced electrolysis capacity, approaching 520 GW by 2030 (though
only a small portion has reached FID)—illustrating both momentum and the execution bar for new entrants (IEA, 2024).
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 15, 2025,
we have 9 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 are 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
commercialize our technology, operate profitably or that we will have adequate working capital to meet our obligations as they become
due.
11
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.
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, 2025, we have
an accumulated deficit of $100,078,550. For the year ended June 30, 2025, we incurred a net loss of $8,226,307. 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 potential 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. 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. Even if we complete development of our technology and product, , it 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.
12
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.
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.
Reductions in U.S. federal funding for renewable hydrogen projects
may slow industry growth and could adversely affect our long-term opportunities.
In 2025, the U.S. Department of Energy (DOE) reduced
certain funding allocations for renewable hydrogen development. While we currently have sufficient capital to carry on our operations
and advance our technology development, these changes may slow overall industry momentum in the United States by limiting the pace of
project development, infrastructure buildout, and adoption of hydrogen technologies. A slower rate of industry expansion could, in turn,
impact the timing and scale of potential commercial opportunities available to us in the U.S. market. Although we continue to pursue growth
through our own resources and potential partnerships, reduced government support could adversely affect the broader competitive landscape
and may negatively influence investor and customer interest in renewable hydrogen solutions.
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.
13
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 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
Technical 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.
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, 2026. 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.
14
We anticipate that our issuance of common
stock upon conversion of Series C Preferred Stock, exercise of outstanding warrants and options, will result in dilution to our stockholders.
As of June 30, 2025, we have
outstanding shares of Series C Preferred Stock with an aggregate stated value of $665,100 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, 2025, we have outstanding warrants to purchase 78,095,239
shares of common stock and options to purchase 428,965,911 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.
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