# Sunhydrogen, Inc.: Form 10-K for the period ended Jun 30, 2025

- Company: [Sunhydrogen, Inc.](/companies/hysr.md) (CIK 1481028)
- Form: 10-K
- Filed: 2025-09-15
- Accepted by EDGAR: Sep 12, 2025, 17:42 ET
- Period: 2025-06-30
- Accession: 0001213900-25-087311
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1481028/000121390025087311/ea0256289-10k_sunhydro.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1481028/000121390025087311/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Research and development | 12 months, 2024-07-01 to 2025-06-30 | $3.4m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 12 months, 2024-07-01 to 2025-06-30 | −$5.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2024-07-01 to 2025-06-30 | $626 | us-gaap:InterestExpenseNonoperating |
| Net income | 12 months, 2024-07-01 to 2025-06-30 | −$8.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2024-07-01 to 2025-06-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2024-07-01 to 2025-06-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2024-07-01 to 2025-06-30 | 5,319,344,178 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2024-07-01 to 2025-06-30 | −$3.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2024-07-01 to 2025-06-30 | $17.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $34.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $37.7m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $37.9m | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $674.9k | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $36.6m | us-gaap:StockholdersEquity |

## Business

As filed, 43,484 characters.

*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.

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:

- Validated Manufacturability at Scale: Successfully validated the manufacturability of our nanoparticle-based substrates at 100 cm² scales. These results were achieved at our Iowa labs and reproduced at the SCHMID Group through the NanoPEC project, confirming that our nanoparticle technology can be scaled.
- Optimization of Plating Recipe for Second Junction Units: Developed and optimized an electroplating recipe for the semiconductor units in the second junction, resulting in best-in-class devices demonstrating photovoltages greater than 0.9 V and short-circuit current densities exceeding 20 mA/cm². This advancement in the second junction significantly boosts overall device performance.
- Enhanced Photovoltage Achievement: Established manufacturing processes for the first and second semiconductor junctions, together achieving combined open-circuit photovoltages exceeding 1.8 V. This total photovoltage is about 1.5 times higher than the 1.23 V required to split water, providing a substantial margin to overcome any system losses and ensuring efficient hydrogen production.
- Demonstrated Stability Under Accelerated Conditions: Showed stable performance of the nanoparticle semiconductor units for over 100 hours under continuous 1-sun illumination at elevated temperatures, as verified by Fraunhofer through the NanoPEC project. These accelerated tests (equivalent to ~1000 hours under normal conditions) indicate the potential for significantly longer operational lifespans under standard use.
- Utilization of High-Throughput Catalyst Coating Equipment: Utilizing high-throughput catalyst coating equipment, we scaled up catalyst deposition to substrate areas up to 1000 cm². In collaboration with Heraeus, we demonstrated that our water-splitting catalysts (for hydrogen and oxygen evolution) can achieve a combined overpotential of 350 mV or lower at 10 mA/cm², enabling hydrogen and oxygen generation at cell potentials below 1.6 V – well within the 1.8 V provided by our semiconductor units, leaving room for even higher performance.
- Collaboration with COTEC for Scale-Up: Collaborating with COTEC, we worked to scale up and enable high-throughput production of nanoparticle semiconductor units. The goal is to replicate our lab-scale performance at areas ≥100 cm² with a manufacturing yield above 90%. COTEC also demonstrated scaled-up production of our oxygen evolution reaction (OER) catalysts, which will be integrated into these larger semiconductor units to maintain efficiency at scale.

Thin-Film Solar Cell-Based Hydrogen Modules:

- Development of a Transformative Hydrogen Module Design: Successfully developed a hydrogen module design that adapts a commercial thin-film photovoltaic (PV) module into a water-splitting hydrogen panel without altering the existing manufacturing process. This innovation means standard PV production lines can manufacture both traditional solar panels and our hydrogen-generating panels interchangeably, streamlining production and reducing costs.
- Successful Scaled-up Fabrication of Hydrogen Modules: In collaboration with our partner CTF Solar, we implemented the above design and fabricated initial hydrogen modules with a 100 cm² active area. These proof-of-concept thin-film based modules confirmed the design’s feasibility and set the stage for scaling up module size.
- Achieved Stable Operation and High Solar-to-Hydrogen Efficiency: Developed stabilization schemes and integrated protective catalyst layers that allow our thin-film hydrogen modules to operate stably at solar-to-hydrogen conversion efficiencies exceeding 10% in small-area (100 cm²) tests. Notably, even after scaling up tenfold, our larger 1200 cm² modules demonstrated ~9% efficiency, the highest reported for a hydrogen module of this size, with the efficiency remaining close to 10%. These larger modules also maintained stable performance across a broad temperature range (5°C to 40°C) during testing, underscoring the robustness of our design in varying environmental conditions.
- Completion of 1 m² Prototype Demonstration: Successfully constructed and demonstrated a 1 m² hydrogen panel prototype composed of nine 1,200 cm² thin-film modules (manufactured in collaboration with CTF Solar). This proof-of-concept system, showcased in a January demonstration video, produced hydrogen using only sunlight and water, confirming the viability of our technology at a commercially relevant panel size and validating our approach to modular scale-up.
- Introduction of Commercial-Size 1.92 m² Module: We designed, built, and unveiled a 1.92 m² hydrogen reactor module at the Hydrogen Technology Expo in Houston, Texas. This 21-square-foot prototype – our largest single-module device to date, was then demonstrated producing hydrogen at our Iowa labs in real time from sunlight and water. The successful debut of a commercial-PV sized panel confirms that our hydrogen modules can be manufactured on existing solar panel production lines without modification, and it represents a major milestone toward decentralizing renewable hydrogen production at scale.

Additional accomplishments that span both nanoparticle-based and thin film-based hydrogen modules include:

- Advanced Housing Unit: Developed a novel panel housing design (in collaboration with SunHydrogen consultants Prof. Nirala Singh, Prof. Kazunari Domen, Dr. Hiroshi Nishiyama, and Dr. Taro Yamada) for both nanoparticle-based and thin-film modules. This design enables the production and separate collection of hydrogen (H₂) and oxygen (O₂) gases without the need for expensive ion-exchange membranes, thereby reducing system cost and complexity. This membrane-free approach was recently validated as a first-of-its-kind method, confirming effective hydrogen/oxygen separation in a working system without using a membrane.
- Joint Validation and Testing: We engaged in extensive third-party evaluation of both technology pathways. At Honda R&D’s facilities in Tochigi, Japan, our integrated hydrogen modules (including 100 cm² and 1,200 cm² units) were tested under real-world on-sun conditions, providing critical validation of their performance. We also validated our 1200 cm2 units in simulated sunlight for various operating temperatures and electrolyte conditions at the University of Tokyo labs using their state-of-the-art solar simulator system. In parallel, through the EU-sponsored NanoPEC project led by Fraunhofer CSP, our partners are conducting long-term stability testing of the nanoparticle-based semiconductor units – including the development of specialized LED solar simulator stands and outdoor test benches – to ensure these reactors maintain performance over extended operation under use conditions. These rigorous evaluations are essential to verify performance, durability, and scalability, ensuring our technologies meet the highest standards prior to commercialization.
- Pilot Plant Engineering and Scale-Up: Contracted The Process Group (TPG Engineers) to carry out the front-end engineering design for a pilot-scale renewable hydrogen production plant exceeding 25 m² of active area. Building on our successful 1 m² multi-module demonstration, this pilot design calls for approximately fifteen interconnected PEC panels (each ~1.92 m²) integrated with full balance-of-system infrastructure. TPG’s engineering scope includes the integration of our PEC modules with fluid circulation systems, mechanical and electrical interconnections, and gas handling for hydrogen/oxygen, as well as completing Hazard and Operability (HAZOP) safety studies. This detailed design is completed and will serve as the blueprint for constructing our first multi-panel hydrogen generation system and establishes a framework for future scale-up to “hydrogen farms” of hundreds of panels.
- Collaboration with UT Austin for 30 m² Pilot Deployment: Entered a collaboration with the University of Texas at Austin’s Center for Electromechanics (UT-CEM) to deploy and operate a \>30 m² solar-to-hydrogen pilot system at UT-CEM’s Hydrogen ProtoHub research facility. The planned pilot plant will feature sixteen 1.92 m² photoelectrochemical reactor panels – the same modular design showcased in Houston – arranged in a modular, scalable configuration for a combined active area of over 30 m². Following installation and commissioning, the system will operate for six months under real-world conditions at the ProtoHub, allowing us to collect comprehensive performance and durability data in an environment that mirrors commercial use. This pilot deployment represents a pivotal step toward commercializing our technology, providing invaluable insights that will guide the design of full-scale, decentralized hydrogen production systems in the future.

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.

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:

- Nanoparticle-Based Photoelectrosynthetically Active Heterostructures (PAH): Our microscopic PAH nanoparticles function like tiny machines that mimic the natural process of photosynthesis within a plant cell. Composed of multiple layers, these nanoparticles enable solar-powered electrolysis to occur at the molecular level, splitting water to extract hydrogen as a clean energy source. This nanoparticle-based system offers high fault tolerance and superior solar-to-hydrogen efficiencies at a low cost, making it an economically viable and scalable solution for renewable hydrogen production.
- Thin-Film Solar Cell-Based Hydrogen Modules: In parallel, we are also developing hydrogen modules, using commercially available thin-film photovoltaic (PV) technology. These modules are re-engineered with our proprietary hydrogen module design to perform solar water splitting without altering the existing PV manufacturing process. This approach leverages mature manufacturing platforms, allowing for faster market entry while still enabling cost-effective and scalable hydrogen production.

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.

### 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 → ½O2 + 2H+ + 2e-

Basic steps involve:

- Sunlight creates electron–hole pairs in the semiconductor.
- The SunHydrogen’s PEC panel’s built-in electric field provide enough photovoltage to drive water splitting without an external power supply.
- Negative charges (electrons) are routed to the hydrogen evolving catalyst to form H₂; positive charges (holes) are routed to the oxygen evolving catalyst to form O₂.

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:

- **Substrate:** The base material, typically glass coated with a thin layer of transparent conducting surface.
- **Semiconductor:** Materials that have properties essential for photovoltaic energy conversion.
- **Current Collector:** Utilized for the deposition of catalysts.
- **Insulator:** Materials to neutralize the defects and pinholes and to stabilize semiconductors and substrates.
- **Cathode:** Equipped with a Hydrogen Evolution Reaction (HER) catalyst responsible for hydrogen production.
- **Anode:** Outfitted with an Oxygen Evolution Reaction (OER) catalyst that facilitates oxygen production.
- **PV Cell:** Denotes a singular Photovoltaic (PV) cell, a basic unit that converts light into electrical energy.
- **Hydrogen Sub-module:** Constitutes the minimum assembly of PV cells interconnected electrically and paired with catalysts to produce hydrogen and oxygen.
- **Hydrogen Module:** A composite of several Hydrogen Sub-modules seamlessly integrated yet electrically separate, all set on a singular substrate for efficient scaling and fault tolerance.
- **Housing Unit:** Designed with end plates that feature flow field channels to streamline water flow and facilitate the separation of hydrogen and oxygen.
- **Hydrogen Reactor:** A system that encompasses both the Hydrogen Module and its Housing, forming a complete unit for hydrogen generation.
- **Hydrogen Panel:** Comprises one or more Hydrogen Reactors arranged together, forming an installation-ready unit that includes necessary ancillary components like piping, as well as systems for hydrogen collection and water recirculation.
- **Hydrogen Array:** A term that describes an aggregation of Hydrogen Panels organized to meet a specific hydrogen production goal, with capacities that can range from 1 kW to 1 MW, or even as high as 1 GW.

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.

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).

### 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).

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

- Hyundai XCIENT (Class-8) – ACT Expo 2025. Hyundai unveiled its next-generation heavy-duty fuel-cell truck for North America, highlighting range and TCO improvements and expanding its hydrogen mobility strategy (Hyundai, PR, 2025).
- AVL fuel-cell demonstrator truck – 2025 Sustainability Award. AVL’s Fuel Cell Technology Demonstrator Truck won the “Technology – Complete Vehicle” category (AVL, PR, 2025).
- Ballard marine order – Samskip vessels (6.4 MW). Ballard announced a 6.4 MW order of FCwave™ engines via eCap Marine to power two Samskip vessels (Ballard, PR, 2025).
- Siemens Mireo Plus H in passenger service (Germany). Hydrogen multiple units received authorization and entered passenger service aligned with the Dec 15, 2024 timetable change (Siemens, PR, 2024).
- Norway (Enova) record maritime funding. Enova announced record support (USD 114 million) for zero-emission vessels, including hydrogen and ammonia projects (Business Norway, Article, 2024).

### Integrated “hydrogen valleys”

- Hydrogen mobility clusters are advancing within broader regional ecosystems that co-locate production, distribution, and end-use. The EU-backed Hydrogen Valleys initiative maps and funds such projects across Europe, with ongoing calls and program reviews documenting pipeline growth (H2 Valley, map, 2025; Clean Hydrogen Partnership, 2024).

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:

- Fusion Fuel (Nasdaq: HTOO). Develops solar-to-hydrogen systems built around its HEVO micro-electrolyzer architecture and also supplies electrolyzer technology for third-party projects (Fusion Fuel, 2025; FT Markets).
- Sparc Technologies (ASX: SPN) / Sparc Hydrogen JV (with Fortescue and University of Adelaide). Advancing photocatalytic water-splitting; the SHARP pilot plant held its opening ceremony on June 24, 2025 in Adelaide (University of Adelaide; Sparc Hydrogen, 2025).
- Nel ASA (OSE: NEL; OTC: NLLSF). Now a fully dedicated electrolyzer company following the spin-off of its fueling division (Cavendish Hydrogen) in 2024; product portfolio spans alkaline and PEM electrolysers (Nel Hydrogen; The Wall Street Journal).
- ITM Power (LSE: ITM; OTC: ITMPF). Manufactures PEM electrolysers and supplies stacks for large projects (e.g., REFHYNE II with Linde/Shell in Germany) (ITM Power, 2025).
- Ohmium International (private). Designs modular, hyper-scalable PEM electrolysers; announced a gigafactory ramping toward ~2 GW/yr capacity in India (Ohmium, 2025).
- McPhy Energy (EPA: MCPHY). Produces alkaline (and PEM) electrolysers and hydrogen stations; expanding manufacturing capacity in Europe (McPhy, 2025).

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.

## Risk factors

As filed, 19,888 characters.

### 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.

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;
- amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and
- 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.

***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 ability of our competitors to hire, retain and motivate qualified personnel;
- the ownership by competitors of proprietary tools to customize systems to the needs of a particular customer;
- 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.

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.

***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 Exchange Act of 1934, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities. Our management is aware of the abuses that have occurred historically in the penny stock market.

This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

***Our articles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.***

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 5,000,000 shares of our preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the right to our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

***Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company.***

Given our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. We anticipate that our issuance of additional common stock or securities convertible into or exercisable into common stock in the future will dilute the percentage ownership of then current stockholders.

## Cybersecurity

As filed, 1,538 characters.

Due to the current small size and limited commercial operations of the Company, we have no formal cybersecurity policies and processes in place, however, the Board and management believe cybersecurity represents an important component of the Company’s overall approach to risk management and oversight.

Cybersecurity threats have not materially affected, and are not reasonably likely to affect, the Company, including its business strategy, results of operations or financial condition while we are strategically focused on developing an efficient and cost-effective way to produce truly renewable hydrogen using sunlight and any source of water and have minimal commercial operations. The Company is not aware of any material security breach to date. Accordingly, the Company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that the Company’s third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be effective in protecting the Company’s systems and information.

## Properties

As filed, 232 characters.

Our principal office address and independent laboratories are located at the BioVentures Center at 2500 Crosspark Rd., Coralville, IA 52241. The Company rents this space on a month-to-month basis. The current monthly rent is $7,900.

## Management's discussion and analysis

As filed, 13,256 characters.

Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below, and elsewhere in this annual report, are not related to historical results, and are forward-looking statements.

Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements, except as may be required under applicable law.

Subsequent written and oral forward looking statements attributable to us or to persons acting in our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth below and elsewhere in this annual report, and in other reports filed by us with the SEC.

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this Annual Report beginning on page F-1.

### 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 elemental hydrogen is rare - so rare, in fact, that today about 95% of 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.

The SunHydrogen solution offers an efficient and cost-effective way to produce truly renewable hydrogen using sunlight and any source of water. Our core technology is a self-contained, nanoparticle-based hydrogen generator that mimics photosynthesis to split water molecules, resulting in hydrogen. By optimizing the science of water electrolysis at the nano-level, we believe we have developed a low-cost method to potentially produce environmentally friendly renewable hydrogen.

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.

Because our process only requires sunlight and water, our technology can be installed near the point of hydrogen use. This eliminates the need for pipelines and trucks that result in high carbon emissions and high capital investment. Additionally, because our process directly uses the electrical charges created by sunlight to generate hydrogen, our nanoparticle technology does not rely on grid power or require the costly power electronics that conventional electrolyzers do. Lastly, our planned scalable system configuration of many individual hydrogen-generating panels ensures redundancy, security and stability.

With a target cost of $2.50/kg., we aspire for our technology to be cost-competitive with brown hydrogen and below the cost of clean hydrogen competitors. 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.

Our technology is primarily developed at three laboratories - our independent laboratory in Coralville, Iowa, the SunHydrogen laboratory at the University of Iowa, and the Singh laboratory at University of Michigan.

Additionally, in parallel to the ongoing development of our own technology, we may begin pursuing synergistic strategic investments in the hydrogen space. SunHydrogen is committed to furthering renewable hydrogen technology to grow the hydrogen ecosystem, and we are actively pursuing opportunities for investment and acquisition of complimentary hydrogen technologies.

### Results of Operations for the Year Ended June 30, 2025 compared to the Year Ended June 30, 2024

### Operating Expenses

For the year ended June 30, 2025, operating expenses were $5,816,192 compared to $5,001,300, for the year ended June 30, 2024. Operating expenses consist primarily of research and development expenses and general and administrative expenses incurred in connection with the operation of our business. The increase of $814,892 in operating expenses was primarily due to an increase in salary expenses and an increase in research and development costs offset by a decrease in professional fees.

### Other Income/(Expenses)

Other income and (expenses) for the year ended June 30, 2025, were $(2,410,115) compared to $(4,879,903) for the year ended June 30, 2024. The net increase of $2,469,788 in other income and (expenses) was the result of a decrease in dividend expense of $37,506, a decrease in unrealized loss on related party equity investments of $2,592,099, a decrease in realized loss of $172,440, an increase in unrealized loss on change in fair value of short-term investments $30,615, and a decrease in interest expense of $3,932 offset by a decrease in investment income of $276,558, a decrease in capital gain on sale of vehicle of $55,166, and a decrease in realized gain on redemption of marketable securities of $35,080.

### Net Income (Loss)

For the year ended June 30, 2025, our net loss was $8,226,307, compared to a net loss of $9,881,203 for the year ended June 30, 2024. The majority of the decrease in net loss of $1,654,896, was related primarily to the decrease in other income (expenses) offset by the increase in operating expenses as explained above.

### Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

As of June 30, 2025, we had a working capital surplus of $37,048,679, compared to a working capital surplus of $42,386,683 as of June 30, 2024. This decrease in working capital surplus of $5,338,004 was primarily due to a decrease in cash and equity securities, related party offset by an increase in short-term investments.

Cash flow used in operating activities was $3,647,278 for the year ended June 30 2025, compared to $1,842,726 for the year ended June 30, 2024. The increase of $1,804,552 in cash used by operating activities was primarily due to a decrease in non-cash expenses, an increase in prepaid expenses, other receivables, and accrued expenses, and decrease in accounts payable. The Company had no revenues during the years ended June 30, 2025 and 2024.

Cash provided by (used in) investing activities for the year ended June 30, 2025 was $(2,924,988), compared to $2,920,237 for the year ended June 30, 2024. The decrease of $5,845,225 in cash provided by (used in) investing activities was due to the net purchase of short-term investments of $2,907,988 and purchase of vehicles of $17,000 compared to $3,000,000 in the redemption of short-term investments in corporate securities, $53,487 for the purchase of a related party convertible note, $5,000,000 for purchase of certificate of deposit, $5,000,000 for redemption of certificate of deposit, purchase of research and development equipment for $3,016, and purchase of vehicles for $23,260.

Cash provided by financing activities during the year ended June 30, 2025 was $2,156,096, compared to $781,295 for the year ended June 30, 2024. The increase in cash provided by financing activities was primarily due to an increase in net proceeds from purchase agreements.

We have historically obtained funding from investors, through private placements and registered offerings of equity and debt securities. Management believes that the Company will be able to continue to raise funds through the sale of its securities to its existing shareholders and prospective new investors which will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the Company to continue to develop its core business. There can be no assurance that we will be able to continue raising the required capital for our operations on terms and conditions that are acceptable to us, or at all. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease our operation.

### Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, result of operations, liquidity or capital expenditures.

### Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Binomial valuation option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

### Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, Binomial lattice valuation model inputs, derivative liabilities and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

### Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2025 and June 30, 2024, the amounts reported for cash, investment in affiliate, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

### Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements during the year ended June 30, 2025, and does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Pronouncements are disclosed in notes to the financial statements.

## Controls and procedures

As filed, 4,022 characters.

**Evaluation of Disclosure Controls and Procedures.**

Our management, with the participation of our CEO and our Acting CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our CEO and our Acting CFO concluded that, due to the material weaknesses disclosed below, our disclosure controls and procedures as of the end of the period covered by this report were not effective to ensure that information required to be disclosed is made known to management and others, as appropriate, to allow timely decision regarding required disclosure and that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and Acting CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and acting principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this Annual Report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

### Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

1\. As of June 30, 2025, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

### Changes in Internal Controls

There has been no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Filed Sep 15, 2025.
Source: SEC EDGAR, the filing index for accession 0001213900-25-087311. Last ingested by Listed: Oct 26, 2026, 16:02 ET. No prices; not investment advice.