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)

Nevada		26-4298300
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

	PART II	17
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	[Reserved.]	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	20
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	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 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationship and Related Transactions, and Director Independence	27
Item 14.	Principal Accountant Fees and Services	27

	PART IV	28
Item 15.	Exhibit and Financial Statement Schedules	28
Item 16	Form 10-K Summary	29

SIGNATURES		30

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.

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:

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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.

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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.

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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.

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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.

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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.

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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:

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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.

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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.

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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.

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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.

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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:

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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.

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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.

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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.

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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:

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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.

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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.

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Cathode (reduction): 2H⁺ + 2e^- → H₂

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Anode (oxidation): H₂O → ½O₂ + 2H⁺ + 2e^-

Basic steps involve:

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Sunlight creates electron–hole pairs in the semiconductor.

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The SunHydrogen’s PEC panel’s built-in electric field provide enough photovoltage to drive water splitting without an external power supply.

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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:

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Substrate: The base material, typically glass coated with a thin layer of transparent conducting surface.

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Semiconductor: Materials that have properties essential for photovoltaic energy conversion.

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Current Collector: Utilized for the deposition of catalysts.

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Insulator: Materials to neutralize the defects and pinholes and to stabilize semiconductors and substrates.

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Cathode: Equipped with a Hydrogen Evolution Reaction (HER) catalyst responsible for hydrogen production.

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Anode: Outfitted with an Oxygen Evolution Reaction (OER) catalyst that facilitates oxygen production.

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PV Cell: Denotes a singular Photovoltaic (PV) cell, a basic unit that converts light into electrical energy.

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Hydrogen Sub-module: Constitutes the minimum assembly of PV cells interconnected electrically and paired with catalysts to produce hydrogen and oxygen.

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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.

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Housing Unit: Designed with end plates that feature flow field channels to streamline water flow and facilitate the separation of hydrogen and oxygen.

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Hydrogen Reactor: A system that encompasses both the Hydrogen Module and its Housing, forming a complete unit for hydrogen generation.

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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.

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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.

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.

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.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

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.

Item 2. Properties.

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.

Item 3. Legal Proceedings.

We are not currently a party to, nor is any of our property currently the subject of, any material legal proceedings.

Item 4. Mine Safety Disclosures.

Not Applicable.

PART II

Our common stock is quoted on the OTCQB under the symbol “HYSR.”

Common Stock

Our Articles of Incorporation, as amended, authorizes the issuance of 10,000,000,000 shares of common stock, $0.001 par value per share and 5,000,000 shares of preferred stock, par value $0.001 per share.

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of our common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

As of September 10, 2025 our common stock was held by approximately 95 stockholders of record. A substantially greater number are ‘street name’ or beneficial holders, whose shares are held by banks, brokers and other financial institutions.”

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. [Reserved.]

Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

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.

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.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Not required for a smaller reporting company.

Item 8. Financial Statements.

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

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:

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.

Item 9B. Other Information.

During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information about our executive officers and directors:

Name	Age	Position
Timothy Young	60	President, CEO, Acting CFO and Chairman of the Board of Directors
David Raney	70	Director
Dr. Syed Mubeen Jawahar Hussaini	43	Chief Technology Officer

Timothy Young – President, CEO, Acting CFO and Chairman of the Board of Directors

Tim Young is an accomplished executive with over fifteen years of management experience in media and Internet technology companies. Mr. Young was appointed President, CEO and Chairman of the Company in August 2009. Mr. Young was appointed Acting CFO in 2010.

Through his outreach to the public and to leaders in the renewable energy field, Mr. Young has bolstered the company’s visibility as a key player in the developing renewable hydrogen market and rallied a strong investor base. Mr. Young’s proven fundraising ability, along with his leadership and direction of SunHydrogen’s long-term and short-term goals and strategies, has enabled the company to engage international industrial partners, attract top industry scientists, and most importantly continue to hit milestones toward commercializing its nanoparticle-based renewable hydrogen technology.

Prior to founding SunHydrogen, Mr. Young demonstrated a track record of success in management and leadership positions bringing new products to the market in the digital, cable and broadcast media industries. Mr. Young was the President of Rovion, a digital advertising company, where he increased revenues through a channel sales strategy that included companies such as Clear Channel, Disney, CBS, and Fox Television and bolstered the company’s technical capabilities through strategic acquisitions.

Prior to Rovion, Mr. Young enjoyed a decade-long career at Time Warner Inc. where he served as Vice President and Regional Vice President of various divisions including America Online and Time Warner Cable. During his tenure, Mr. Young built some of the highest performing sales organizations at Time Warner with responsibilities ranging from product development and marketing to staff training and leadership development. He led the California and Hawaii sales teams which accounted for over $200 million in revenues with 250 sales and marketing personnel.

Mr. Young’s track record of success and over fifteen years of management and leadership experience bringing new products to the market qualifies him to be a board member of the Company.

David Raney – Director

Mr. Raney has been a director of the Company since October 2024. Mr. Raney, most recently founded and served as chief executive officer of the Texas Hydrogen Alliance (“Alliance”), a non-profit trade organization that brings together policymakers, regulators, industry leaders and innovators to advocate for policies that advance the hydrogen economy, from 2022 to 2023. He currently serves as Executive Director Emeritus of Alliance. Prior to that, Mr. Raney served as a corporate executive for Toyota Motor North America from 2014 to 2021. Mr. Raney holds over 40 years of experience in the transportation industry, where he routinely served as a technical liaison between corporate R&D and executive teams and environmental and safety federal and state government regulators. Namely, he has held leadership roles at prominent automotive companies such as Deere & Company, Saab-Scania of America, General Motors, American Honda Motor Company and Toyota Motor North America. Mr. Raney’s energy industry experience qualifies him to serve on our board of directors.

Dr. Syed Mubeen Jawahar Hussaini – Chief Technology Officer

Prior to his appointment as chief technology officer in February 2025, Dr. Mubeen served as the Company’s chief scientific officer from January 2022. Since April 2021, he has also been Associate Professor, Department of Chemical and Biochemical Engineering, at the University of Iowa. From August 2014 to March 2021, Dr. Mubeen was Assistant Professor, Department of Chemical and Biochemical Engineering, at the University of Iowa. As the Company’s chief scientific officer, Dr. Mubeen has led the strategic direction and execution of the Company’s technology development, focusing on advancing the Company’s Gen 2 and Gen 3 hydrogen panel systems. Dr. Mubeen received his Ph.D. in Chemical and Environmental Engineering from the University of California, Riverside, followed by postdoctoral research at the University of California, Santa Barbara.

Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.

Family Relationships

There are no family relationships among our executive officers and directors.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Currently, our Chief Executive Officer also serves as Chairman of the Board. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

Involvement in Certain Legal Proceedings

During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

●

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

●

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

●

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Committees of the Board

Due to the small size of the Company and its Board of Directors, we currently have no audit committee, compensation committee or nominations and governance committee of our board of directors. We do not have an audit committee financial expert.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our directors, officers and employees. A copy of the Code of Ethics is available on our website at www.sunhydrogen.com and can be obtained without charge upon request to Timothy Young, CEO and President, BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241 and is also being incorporated by reference herein. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Board of Directors. Any such waivers will be promptly disclosed to our shareholders.

Changes in Nominating Procedures

None.

Insider Trading Policies

We have not adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees.

Item 11. Executive Compensation

The table below sets forth the compensation earned by our named executive officers during the last two fiscal years.

Name & Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)			Non Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Timothy Young,	2025	$	355,945	$	404,000		-	$	552,188	(1)		-		-		-	$	1,312,133
CEO and Acting CFO	2024	$	367,616	$	354,000		-		-			-		-		-	$	721,616
Woosuk Kim,	2025	$	227,404	$	277,000		-		-			-		-		-	$	504,404
Former COO	2024	$	285,577	$	206,250		-		-			-		-		-	$	491,827
Dr. Syed Mubeen Jawahar Hussaini	2025	$	182,500	$	203,500		-		-			-		-		-	$	386,000
Chief Technology Officer	2024	$	407,846	$	405,625		-	$	756,000	(2)		-		-		-	$	1,569,471

(1)	Mr. Young was awarded stock options on November 19, 2024. Represents aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For assumptions used in valuation, see Note 6 to our Financial Statements.

(2)	Dr. Mubeen was awarded stock options on January 30, 2024. Represents aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For assumptions used in valuation, see Note 6 to our Financial Statements.

Outstanding Equity Awards at Fiscal Year-End

The following table discloses information regarding outstanding equity awards granted or accrued as of June 30, 2025, for our named executive officers.

Outstanding Equity Awards
	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock that have not Vested ($)
Timothy Young		125,812,947		-		.0099		1/23/2026		-		-
Timothy Young		-		150,000,000		.00126		11/19/2031		-		-
Dr. Syed Mubeen Jawahar Hussaini		63,000,000		-		.012		1/30/2030		-		-

Director Compensation

The following table sets forth compensation information regarding the Company’s non-employee directors in fiscal 2025:

Name	Fees earned or paid in cash		Stock Award ($)		Option Awards ($)		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
David Raney	$	-	$	-	$	36,813		-		-		-		-		-	$	36,813
Mark Richardson	$	-	$	-	$	-		-		-		-		-		-	$	-

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information, as of September 10, 2025, concerning the number of shares of our common stock owned by: (i) each of our directors and executive officers; (ii) all of our named executive officers as a group; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.

We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days of September 10, 2025, upon the exercise or conversion of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of September 10, 2025 or have been exercised and converted.

	Shares Beneficially Held		Percentage of Common Stock⁽¹⁾
Timothy A. Young⁽²⁾		196,462,947		3.5	%
Dr. Syed Mubeen Jawahar Hussaini⁽³⁾		63,000,000		1.1	%
David Raney		-		0.0	%
All officers and directors as a group (3 persons)		259,462,947		4.6	%

*	Less than 1%

(1)	Based upon 5,438,414,015 shares issued and outstanding as of September 10, 2025.
(2)	Includes 125,812,947 shares underlying options.
(3)	Includes 63,000,000 shares underlying options.

The address for each of the officers and directors is c/o SunHydrogen, Inc. BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241

Securities authorized for issuance under equity compensation plans

On January 23, 2019, our Board adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). The purpose of the 2019 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The maximum number of shares of the Company’s common stock that can be issued under the 2019 Plan is 300,000,000. The 2019 Plan has been approved by stockholders.

On January 27, 2022, our Board adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). The purpose of the 2022 Plan is to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of the Company’s common stock that can be issued under the 2022 Plan is initially 400,000,000. The number of shares automatically increases on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

The following table sets forth information about our equity compensation plans as of June 30, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise prices of outstanding options, warrants and rights		Number of securities remaining available for future issuance under the equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)
2019 Equity compensation plan approved by security holders		279,270,561	$	0.0099 – 0.016		20,729,439
2022 Equity compensation plan approved by security holders		348,600,000	$	0.012-0.0237		604,948,700
Total		627,870,561				625,678,139

Certain Relationships and Related Transactions

As of June 30, 2025 and 2024, the Company owed $0 and $45,829, respectively to Timothy Young for a loan for the payment of operating expenses in prior periods.

Director Independence

The Board has determined that Mr. Raney is an independent director within the meaning of NASDAQ Rule 5605(a)(2).

Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billable to us by our principal accounting firm during the years ended June 30, 2025 and 2024 for the audit of our annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were approximately $69,525 and $66,725, respectively.

Audit-Related Fees

We incurred fees of $0 and $0 for the years ended June 30, 2025 and 2024, respectively, to our principal accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above.

Tax Fees

We did not incur fees for services rendered to us for tax compliance, tax advice, or tax planning by our principal accountant for the fiscal years ended June 30, 2025 and 2024.

All Other Fees

Our current policy is to not engage M&K CPAS, PLLC to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage M&K CPAS, PLLC to provide audit, and other assurance services, such as review of SEC reports or filings.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(1) Financial statements.

The SunHydrogen, Inc. financial statements are included in Item 8. Financial Statements and Supplementary Data.

(2) Financial statement schedules: None.

(3) Exhibits

Exhibit		Description

3.1		Articles of Incorporation of filed with the Nevada Secretary of State on February 18, 2009 (incorporated by reference to S-1 filed on February 5, 2010).

3.2		Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 11, 2009 (incorporated by reference to S-1 filed February 5, 2010).

3.3		Articles of Amendment of Articles of Incorporation of filed with the Nevada Secretary of State on November 21, 2013 (incorporated by reference 8-K filed on November 21, 2013).

3.4		Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 13, 2018. (incorporated by reference to 10-K filed on September 25, 2018).

3.5		Certificate of Designation of Series A Preferred Stock (incorporated by reference to the Company’s Form 8-K filed February 2, 2022)

3.6		Certificate of Designation of Series B Preferred Stock (incorporated by reference to the Company’s Form 8-K filed November 26, 2019)

3.7		Certificate of Designation of Series C Preferred Stock (incorporated by reference to the Company’s Form 8-K filed December 17, 2021)

3.8		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed January 3, 2020)

3.9		Articles of Merger (incorporated by reference to 8-K filed June 15, 2020)

3.10		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 10-Q filed May 16, 2022)

3.11		Amended and Restated Bylaws (incorporated by reference to 8-K filed February 2, 2022)

4.1		Description of Registrant’s Securities(incorporated by reference to 10-K filed October 8, 2021)

10.1		2019 Equity Incentive Plan (incorporated by reference to Form S-8 on December 19, 2018)

10.2		Form of Warrant (incorporated by reference to 8-K filed February 26, 2021)

10.3		Form of Placement Agent Warrant (incorporated by reference to 8-K filed February 26, 2021)

10.4		Employment Agreement between the Company and Timothy Young (incorporated by reference to 8-K filed March 1, 2021) ***

10.5		Employment Agreement between the Company and Woosuk Kim (incorporated by reference to 8-K filed April 7, 2021) ***

10.6		SunHydrogen, Inc. 2022 Stock Incentive Plan (incorporated by reference to Form 10-K filed October 7, 2022)

10.7		Purchase Agreement (incorporated by reference to 8-K filed June 3, 2024)

10.8****		Joint Development Agreement dated July 22, 2024 (incorporated by reference to 8-K filed July 24, 2024)

10.9****		Collaboration Agreement (incorporated by reference to 8-K filed July 23, 2024)

14.1*		Code of Ethics

23.1*		Consent of M&K CPAS, LLC

31.1*		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1**		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

104		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

*	Filed herewith.

**	Furnished herewith.

***	Indicates management contract or compensatory plan or arrangement.

****	Portions of this agreement have been omitted.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUNHYDROGEN, INC.

Date: September 12, 2025	By:	/s/ Timothy Young
		Timothy Young
		Chief Executive Officer, Acting Chief Financial Officer, and Chairman (principal executive, financial and accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Timothy Young	Chief Executive Officer, President	September 12, 2025
Timothy Young	(Principal Executive Officer) Acting Chief Financial Officer
	(Principal Financial and Accounting Officer), and Chairman

/s/ David Raney	Director	September 12, 2025
David Raney

SUN HYDROGEN, INC.

TABLE OF CONTENTS

Index to Financial Statements		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		F-2

Balance Sheets as of June 30, 2025 and 2024		F-3

Statements of Operations for the Years Ended June 30, 2025 and 2024		F-4

Statement of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2025 and 2024		F-5

Statements of Cash Flows for the Years Ended June 30, 2025 and 2024		F-6

Notes to Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Sun Hydrogen, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Sun Hydrogen, Inc. (the Company) as of June 30, 2025 and 2024, and the related statements of operations, shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as the " financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of Management Override of Controls and Investments does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Investments

As discussed in Note 7 to the financial statements, the Company has investments in a related party, consisting of equity securities. The investment is subject to fair value measurement, with the equity securities marked to market in accordance with the applicable financial reporting standards.

●

The equity securities of the related party are marked to market and the determination of fair value involves judgment and reliance on valuation techniques.

●

The investment in the related party requires additional disclosure and evaluation of the relationship between the Company and the related party entity. We focused on the adequacy of the related party disclosures, including the identification of the related party, the nature of the relationship, and any transactions that occurred between the entities.

Addressing these matters required the application of heightened professional skepticism in evaluating management's assumptions regarding the valuation of both the equity securities and the conversion of the bonds.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2020

The Woodlands, TX

September 12, 2025

F-2

SUNHYDROGEN, INC.

BALANCE SHEETS

	June 30,			June 30,
	2025			2024

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	34,628,625		$	39,044,795
Prepaid expenses		72,313			-
Equity securities, related party		-			4,101,402
Interest receivable		25,223			-
Short-term investments		2,997,460			-

TOTAL CURRENT ASSETS		37,723,621			43,146,197

OTHER ASSETS

PROPERTY & EQUIPMENT
Machinery and equipment		36,830			36,830
Computers and peripherals		-			11,529
Vehicle		152,260			135,260
		189,090			183,619
Less: accumulated depreciation		(40,660	)		(20,549	)

NET PROPERTY AND EQUIPMENT		148,430			163,070

INTANGIBLE ASSETS
Trademark, net of amortization of $942 and $827, respectively		200			315
Patents, net of amortization of $49,474 and 42,909, respectively		51,669			58,234

TOTAL INTANGIBLE ASSETS		51,869			58,549

TOTAL OTHER ASSETS		200,299			221,619

TOTAL ASSETS	$	37,923,920		$	43,367,816

LIABILITIES, PREFERRED STOCK SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and other payables	$	527,619		$	573,127
Accrued expenses		147,323			140,558
Loan payable, related party		-			45,829

TOTAL LIABILITIES		674,942			759,514

COMMIMENTS AND CONTINGENCIES		-			-

Series C 10% Preferred Stock, 6,651 and 8,851 shares issued and outstanding, redeemable value of $665,100 and $885,100, respectively		665,100			885,100

SHAREHOLDERS’ EQUITY
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares		-			-
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 5,437,338,655 and 5,087,245,974 shares issued and outstanding, respectively		5,438,414			5,087,246
Additional Paid in Capital		131,224,014			128,488,199
Accumulated deficit		(100,078,550	)		(91,852,243	)

TOTAL SHAREHOLDERS’ EQUITY		36,583,878			41,723,202

TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY	$	37,923,920		$	43,367,816

The accompanying notes are an integral part of these audited condensed financial statements.

F-3

SUNHYDROGEN, INC.

STATEMENTS OF OPERATIONS

	Year Ended June 30,
	2025			2024

REVENUE	$	-		$	-

OPERATING EXPENSES
Selling and Marketing		1,313			53,831
General and administrative expenses		2,336,263			2,336,952
Research and development cost		3,440,296			2,568,562
Depreciation and amortization		38,320			41,955

TOTAL OPERATING EXPENSES		5,816,192			5,001,300

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(5,816,192	)		(5,001,300	)

OTHER INCOME/(EXPENSES)
Investment income		1,737,416			2,013,974
Gain on sale of vehicle		-			55,166
Dividend expense		(75,434	)		(112,940	)
Unrealized (gain)/loss on change in fair value of investment, related party		(4,101,402	)		(6,693,501	)
Unrealized (gain)/loss on change in fair value of short-term investments		30,615			-
Realized gain(loss)		(684	)		(173,124	)
Realized gain(loss) on redemption of marketable securities		-			35,080
Interest expense		(626	)		(4,558	)

TOTAL OTHER INCOME (EXPENSES)		(2,410,115	)		(4,879,903	)

NET INCOME (LOSS)	$	(8,226,307	)	$	(9,881,203	)

BASIC & DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC & DILUTED		5,319,344,178			5,028,399,413

The accompanying notes are an integral part of these audited condensed financial statements.

F-4

SUNHYDROGEN, INC.

STATEMENTS OF SHAREHOLDER’S DEFICIT

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

														Additional
	Preferred stock							Common stock						Paid-in			Accumulated
	Shares		Amount		Mezzanine			Shares			Amount			Capital			Deficit			Total
Balance at June 30, 2023		-	$	-	$	1,095,100			4,821,298,283		$	4,821,298		$	126,889,423		$	(81,971,040	)	$	49,739,681
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-			86,395,059			86,395			792,530			-			878,925
Issuance of common stock upon conversion of Series C Preferred stock		-		-		(210,000	)		221,052,632			221,053			(11,053	)		-			210,000
Cancellation of restricted stock awards		-		-		-			(41,500,000	)		(41,500	)		(576,500	)		-			(618,000	)
Contributed capital-gain on conversion of bond		-		-		-			-			-			85,815			-			85,815
Stock compensation expense		-		-		-			-			-			1,307,984			-			1,307,984
Net Loss		-		-		-			-			-			-			(9,881,203	)		(9,881,203	)
Balance at June 30, 2024		-	$	-	$	885,100			5,087,245,974		$	5,087,246		$	128,488,199		$	(91,852,243	)	$	41,723,202

Balance at June 30, 2024		-	$	-	$	885,100			5,087,245,974		$	5,087,246		$	128,488,199		$	(91,852,243	)	$	41,723,202
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-			118,513,734			118,514			2,083,411			-			2,201,925
Preferred stock converted to common stock		-		-		(220,000	)		231,578,947			231,579			(11,579	)		-			220,000
Stock compensation expense		-		-		-			-			-			665,058			-			665,058
Cashless options exercised		-		-		-			1,075,360			1,075			(1,075	)		-			-
Net Loss		-		-		-			-			-			-			(8,226,307	)		(8,226,307	)
Balance at June 30, 2025		-	$	-	$	665,100			5,438,414,015		$	5,438,414		$	131,224,014		$	(100,078,550	)	$	36,583,878

The accompanying notes are an integral part of these audited condensed financial statements.

F-5

SUNHYDROGEN, INC.

STATEMENTS OF CASH FLOWS

	Year Ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)		(8,226,307	)		(9,881,203	)
Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities
Depreciation & amortization expense		38,320			41,955
Stock based compensation expense for services		665,058			1,307,984
Cancellation of restricted stock awards		-			(618,000	)
Realized loss on sale of investment		-			188,040
Unrealized (gain)/loss on change in fair value of investment, related party		4,101,402			6,693,501
Investment income earned on short-term investments		(58,857	)		-
Unrealized (gain)/loss on change in fair value of short-term investments		(30,615	)		-
Gain on exchange of vehicle		-			(55,166	)
Change in assets and liabilities :
Interest receivable on certificate of deposit		(25,223	)		-
Prepaid expense		(72,313	)		-
Accounts payable		(45,508	)		340,233
Accrued expenses		6,765			139,930
NET CASH USED IN OPERATING ACTIVITIES		(3,647,278	)		(1,842,726	)

CASH FLOWS FROM INVESTING ACTIVITIES
Short-term investments purchased		(8,007,988	)		-
Short-term investments sold		5,100,000			-
Convertible note receivable interest income, related party		-			(53,487	)
Purchase of certificate of deposit		-			(5,000,000	)
Redemption of certificate of deposit		-			5,000,000
Purchase of research and development equipment		-			(3,016	)
Purchase of vehicle		(17,000	)		(23,260	)
Redemption of short-term investments in corporate securities		-			3,000,000
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(2,924,988	)		2,920,237

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party note payable		(45,829	)		(97,630	)
Net proceeds from common stock purchase agreements		2,201,925			878,925
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,156,096			781,295

Net increase (decrease) in cash and cash equivalents		(4,416,170	)		1,858,806
Cash and cash equivalents - beginning of period		39,044,795			37,185,989
Cash and cash equivalents - end of period		34,628,625			39,044,795

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	626		$	4,558
Taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Conversion of Series C Preferred shares to common stock	$	220,000		$	210,000
Exchange of convertible note receivable, related party	$	-		$	3,000,000
Cashless options exercised	$	1,075		$	-
Contributed capital-gain on exchange of convertible note receivable, related party	$	-		$	85,815

The accompanying notes are an integral part of these audited condensed financial statements.

F-6

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

ORGANIZATION AND LINE OF BUSINESS

Organization

SunHydrogen, Inc. (the “Company”) was incorporated in the state of Nevada on February 18, 2009. The Company, based in Coralville, IA began operations on February 19, 2009.

Line of Business

The company is currently developing a novel solar-powered nanoparticle system that mimics photosynthesis to separate hydrogen from water. We intend for technology of this system to be used for the production of renewable hydrogen to produce renewable electricity and hydrogen for fuel cells and other applications where hydrogen is used.

SunHydrogen is developing an efficient and cost-effective way to produce renewable hydrogen using sunlight and any source of water. Just like a solar panel is comprised of multiple cells that generate electricity, our hydrogen panel encases multiple hydrogen generators immersed in water. Each hydrogen generator contains billions of electroplated nanoparticles, autonomously splitting 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 low-cost materials.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies of SunHydrogen, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principals generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

The following table provides detail of our cash and cash equivalents.

	June 30, 2025		June 30, 2024
Cash	$	27,993,513	$	29,365,997
U.S. Treasury bills		6,635,112		9,678,798
Total cash and cash equivalents	$	34,628,625	$	39,044,795

The U.S. Treasury bills have a credit quality indicator of AA/A.

Short Term Investments

The Company’s short-term investments are carried at fair value with changes in fair value recognized in net income.

F-7

The following table provides detail of our short-term investments as of June 30, 2025, which consisted of U.S. Treasury bills with an original maturity of more than three months.

Purchase Date	Maturity Date	Cost Basis of Investment		Fair Value of Investment
March 28, 2025	July 1, 2025	$	988,969	$	999,884
April 4, 2025	July 8, 2025		988,969		999,191
April 11, 2025	July 15, 2025		988,907		998,385
		$	2,966,845	$	2,997,460

During the year ended June 30, 2025, the Company recognized a gain on change in fair value of short-term investments of $30,615.

Concentration risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of June 30, 2025, the cash balance in excess of the FDIC limits was $33,114,402. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

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, fair value of financial instruments, and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Property and Equipment

Property and equipment are stated at cost and are depreciated using straight line over their estimated useful lives.

Computers and peripheral equipment			5 Years
Vehicle			5 Years

The Company recognized depreciation expense of $31,641 and $35,247 for the year ended June 30, 2025 and 2024, respectively.

Intangible Assets

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	June 30, 2025			June 30, 2024

Trademark-gross	10 years	$	1,142		$	1,142
Less accumulated amortization			(942	)		(827	)
Trademark-net		$	200		$	315

Patents-gross	15 years	$	101,143		$	101,143
Less accumulated amortization			(49,474	)		(42,909	)
Patents-net		$	51,669		$	58,234

F-8

The Company recognized amortization expense of $6,679 and $6,708 for the year ended June 30, 2025 and 2024, respectively.

Future Amortization Expense

Year	Amount
2026	$	6,679
2027		6,650
2028		6,565
2029		6,565
2030		6,564
Thereafter		18,846
	$	51,869

Impairment of Long-lived Assets

The Company applies the provisions of ASC 360, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the year ended June 30, 2025 and 2024, the Company determined no impairment was required.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year ended June 30, 2025 and 2024. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards, if dilutive.

Year Ended June 30, 2025

The total potential common shares as of June 30, 2025, include 428,965,911 stock options, 78,095,239 common stock purchase warrants, and 700,105,263 common shares issuable upon conversion of the outstanding 6,651 Series C Preferred shares. Stock options, common stock purchase warrants, and common shares issuable upon conversion of Series C Preferred shares were not included in the calculation of net earnings per share because their impact on income per share is antidilutive.

Year Ended June 30, 2024

The total potential common shares as of June, 2024, include 266,894,499 stock options, 78,095,239 common stock purchase warrants, and 8,851 Series C Preferred shares. Stock options, common stock purchase warrants, and common shares issuable upon conversion of Series C Preferred shares were not included in the calculation of net earnings per share because their impact on income per share is antidilutive.

F-9

Stock Based Compensation

The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

Warrant Accounting

The Company accounts for warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.

Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of June 30, 2025, the amounts reported for cash, accounts payable and other payables, and accrued expenses approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

These tiers include:

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

F-10

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows:

June 30, 2025

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Short-term investments	$	2,997,460	$	2,997,460	$	-	$	-
	$	2,997,460	$	2,997,460	$	-	$	-

June 30, 2024

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities, related party (see Note 7)	$	4,101,402	$	-	$	4,101,402	$	-
	$	4,101,402	$	-	$	4,101,402	$	-

As of June 30, 2025, the Equity securities, related party had a fair value of $0 which was measured using a level 3 input due to the underlying securities no longer trading on an active stock exchange (See Note 7).

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $3,440,296 and $2,568,562 for the year ended June 30, 2025 and 2024, respectively.

Advertising and Marketing

Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $1,313 and $53,831 for the year ended June 30, 2025 and 2024, respectively.

Accounting for Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Segment Reporting

The Company operates as a single operating segment, focusing on the development of an efficient and cost-effective way to produce renewable hydrogen using sunlight and any source of water.

The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) in the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement. The measure of segment assets is reported on the balance sheet as total assets.

As the Company did not generate revenues in the current fiscal year, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company’s Statement of Operations, the CODM regularly works to develop budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation.

F-11

Newly Issued and Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim period within fiscal year beginning after December 15, 2024. The Company adopted the ASU for the fiscal year ended June 30, 2025. The amendment only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted the ASU for the fiscal year ended June 30, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.

Management believes that no recently issued accounting standards, which are not yet effective, would have a material impact on the accompanying financial statements as of June 30, 2025, if adopted at this time.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

PREFERRED STOCK

Series C Preferred Stock

On December 15, 2021, the Company filed a certificate of designation of Series C Preferred Stock with the Secretary of State of Nevada, designating 17,000 shares of preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $100 and is convertible into shares of common stock of the Company at a conversion price of $0.00095. The Series C Preferred Stock holders are entitled to receive out of any funds and assets of the Company legally available prior and in preference to any declaration or payment of any dividend on the common stock of the Company, cumulative dividends, at an annual rate of 10% of the stated value, payable in cash or shares of common stock. In the event the Company declares or pays a dividend on its shares of common stock (other than dividend payable in shares of common stock), the holders of Series C Preferred Stock will also be entitled to receive payment of such dividend on an as-converted basis. The Series C Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series C Preferred Stock or as otherwise required by applicable law. Upon liquidation, dissolution and winding up of the Company, the holders of Series C Preferred Stock will be entitled to receive, before any payments will made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the Company will have higher priority of liquidation preference than holders of Series C Preferred Stock.

The Series C Preferred Stock is presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the Company’s control.

During the year ended June 30, 2025, an investor converted 2,200 preferred shares with a stated value of $220,000, at a conversion price of $0.00095, into 231,578,947 common shares. No gain or loss was recognized in the financial statements.

F-12

During the year ended June 30, 2024, an investor converted 2,100 preferred shares with a stated value of $210,000, at a conversion price of $0.00095, into 221,052,632 common shares. No gain or loss was recognized in the financial statements.

As of June 30, 2025 and June 30, 2024, the Company had 6,651 and 8,851 shares of Series C Preferred Stock outstanding, respectively. The fair value of the outstanding shares was $665,100 and $885,100, respectively.

COMMON STOCK

Year Ended June 30, 2025

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up to $45,000,000 of shares of common stock. For the year ended June 30, 2025, the Company issued 118,513,734 shares of common stock for $2,250,000 under the purchase agreement at prices of $0.0156 - $0.02024, pursuant to purchase notices received from the investor. The finance cost of $48,075 was deducted from the gross proceeds, leaving net proceeds of $2,201,925.

On November 22, 2024, the Company issued 231,578,947 shares of common stock, upon conversion of 2,200 shares of preferred stock with a stated value of $220,000 at a conversion price of $0.00095.

Year Ended June 30, 2024

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up to $45,000,000 of common stock. For the year ended June 30, 2024, the Company issued 86,395,059 shares of common stock for $900,000 under the purchase agreement at prices of $0.0094 - $0.0133, pursuant to purchase notices received from the investor. The finance cost of $21,075 was deducted from the gross proceeds, leaving net proceeds of $878,925.

On September 8, 2023, the Company issued 221,052,632 shares of common stock, upon conversion of 2,100 shares of preferred stock with a stated value of $210,000 at a conversion price of $0.00095.

STOCK INCENTIVE PLANS

2019 Equity Stock Incentive Plan

On December 17, 2018, the Board of Directors adopted the 2019 Equity Incentive Plan (“the 2019 Plan”), under which 300,000,000 shares are reserved for issuance. The purpose of the 2019 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain, and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the 2019 Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost.

As of June 30, 2025, under the 2019 Plan, there were 279,270,561 stock options and shares issued, with 20,729,439 shares remaining available for issuance.

2022 Equity Stock Incentive Plan

On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”), to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares automatically increases on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable equals fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

As of July 1, 2024, the maximum number of shares issuable under the 2022 Equity Incentive Plan increased to 953,548,700 shares, based on the Company’s fully diluted capitalization of 6,356,991,335. As of June 30, 2025, there were 448,600,000 stock options and shares issued, with 504,948,700 shares remaining available for issuance under the 2022 Plan.

F-13

STOCK OPTIONS AND WARRANTS

Options

Transactions involving our options are summarized as follows:

Year Ended June 30, 2025

						Weighted
				Weighted		Average
				Average		Grant-Date
	Number of			Exercise		Per Share
	Options			Price		Fair Value
Options outstanding at June 30, 2024		266,894,499		$	0.011	$	0.011
Granted		275,000,000		$	0.017	$	0.013
Canceled/Expired		(109,595,255	)	$	0.016	$	0.012
Exercised		(3,333,333	)	$	0.016	$	0.013
Options outstanding at June 30, 2025		428,965,911		$	0.013	$	0.012

Year Ended June 30, 2024

					Weighted
			Weighted		Average
			Average		Grant-Date
	Number of		Exercise		Per Share
	Options		Price		Fair Value
Options outstanding at June 30, 2023		163,894,499	$	0.006	$	0.006
Granted		103,000,000	$	0.012	$	0.012
Canceled/Expired		-	$	-	$	-
Exercised		-	$	-	$	-
Options outstanding at June 30, 2024		266,894,499	$	0.011	$	0.011

Details of our options outstanding as of June 30, 2025, is as follows:

Options Exercisable				Weighted Average Exercise Price of Options Exercisable				Weighted Average Contractual Life of Options Exercisable (Years)				Weighted Average Contractual Life of Options Outstanding (Years)
	252,965,911				0.011				1.31				3.93

Details of our options outstanding as of June 30, 2024, is as follows:

Options Exercisable				Weighted Average Exercise Price of Options Exercisable				Weighted Average Contractual Life of Options Exercisable (Years)				Weighted Average Contractual Life of Options Outstanding (Years)
	264,144,499				0.0106				3.16				3.15

Grant date fair value of the stock options was calculated using a modified Black Scholes option pricing model. The grant date fair value is recognized as an expense over the term of the options as they vest or on a straight-line basis. Total stock compensation expense related to the options for the year ended June 30, 2025 and 2024, was $665,058 and $1,307,984, respectively. As of June 30, 2025 there was approximately $1.6 million of unrecognized compensation cost related to the options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.94 years.

F-14

During the year ended June 30, 2025, the significant assumptions used in the calculation of grant date fair value of the stock options are as follows:

Risk free interest rate			4.09% – 4.25%
Expected volatility			114% – 119%
Stock price per share			$0.0165-$0.0237
Expected term [1]			4.25-4.50 years

[1]

When determining the expected term for options issued, the Company used the simplified method.

Warrants

Transactions involving our warrants are summarized as follows:

Year Ended June 30, 2025

			Weighted Average
	Number of		Exercise
	Warrants		Price
Warrants outstanding at June 30, 2024		78,095,239	$	0.121
Issued		-	$	-
Canceled/Expired		-	$	-
Exercised		-	$	-
Warrants outstanding at June 30, 2025		78,095,239	$	0.121

Year Ended June 30, 2024

				Weighted Average
	Number of			Exercise
	Warrants			Price
Warrants outstanding at June 30, 2023		86,495,239		$	0.121
Issued		-		$	-
Canceled/Expired		-		$	-
Exercised		(8,400,000	)	$	(0.094	)
Warrants outstanding at June 30, 2024		78,095,239		$	0.121

Details of our warrants outstanding as of June 30, 2025, is as follows:

Warrants Exercisable				Weighted Average Contractual Life of Warrants Outstanding and Exercisable (Years)
	78,095,239				0.67

F-15

Details of our warrants outstanding as of June 30, 2024, is as follows:

Warrants Exercisable				Weighted Average Contractual Life of Warrants Outstanding and Exercisable (Years)
	78,095,239				0.67

EQUITY SECURITIES, RELATED PARTY

On November 11, 2022, the Company entered into a subscription agreement with TECO 2030 ASA (“TECO”). TECO is a Norwegian based clean tech company developing zero-emission technology for the maritime and heavy industry. They are developing PEM hydrogen fuel cell stacks and PEM hydrogen fuel cell modules, that enable ships and other heavy-duty applications to become emissions-free. TECO is listed on Euronext Growth on Oslo Stock Exchange under the ticker TECO. Pursuant to the subscription agreement, the Company purchased 13,443,875 shares of TECO stock for aggregate consideration of $7 million in USD, at an exchange rate of NOK 10.4094. The shares purchased are adjusted to fair value based on unrealized gain or loss at the end of each period. At the time of this transaction, the Company and TECO became related parties due to the Company owning an 8.3% interest in TECO. Subsequent to the equity purchase, Timothy Young, CEO of the Company, was elected to the board of TECO in January of 2023.

Also, on November 11, 2022 the Company purchased a bond receivable of TECO for a subscription amount of $3 million. The issuance of the bond receivable is through a Tap Issue Addendum to TECO’s secured convertible notes agreement dated June 1, 2022, pursuant to which Nordic Trustee AS is acting as the security agent on behalf of the note holders. The bond receivable would have matured on June 1, 2025, and would have been converted into shares at a rate of NOK 5.0868 per share. The note bore interest at the rate of 8% per year, which was paid quarterly in arrears. For the year ended June 30, 2024, the Company recognized interest income of $226,094.

In April of 2024, all investors of TECO bonds received an option to convert their bonds to receive one share for every two NOK. On May 24, 2024 the Company agreed to the terms and conversion, and agreed to receive 15,884,744 shares of TECO stock in exchange for the convertible bond receivable of $3,000,000 and unpaid interest. The bond receivable had a principal amount of NOK 31,228,200, and accrued and unpaid interest up to May 24, 2024 of NOK 541,289, for a total of NOK 31,769,489. The value of the shares converted on May 24, 2024 was $3,139,302 with contributed capital gain on conversion of convertible bond of $85,815 and interest received of $53,487.

On September 10, 2024, after a delay to allow time for legal review and clarification of the investment statements, the bond was returned. Upon receipt of the 15,884,744 shares, the Company owns a total of 29,328,619 shares, which as of September 30, 2024 represented approximately 13.29% of the outstanding shares of TECO.

The CEO of the Company elected to not seek reelection to the board of directors at the annual general meeting in June and is no longer a director of TECO after June 19, 2024. The CEO of the Company never received compensation of any kind for his role as director from January of 2023 through June 19, 2024.

During December 2024, it came to the Company’s attention that TECO filed for bankruptcy and their shares were suspended from trading on the Euronext Growth on Oslo Stock Exchange. In January 2025, TECO was delisted. Based on these events, the Company determined the fair value of their shares was $0 as of June 30, 2025.

On December 17, 2024, the Company entered a share allocation agreement with TECO HOLDING AS, in which Bacchus AS (“Newco”, a wholly owned subsidiary of TECO HOLDINGS AS, and a private entity) intends to acquire the shares and other assets owned by TECO 2030 ASA. TECO HOLDINGS AS then agreed to transfer shares in Newco equal to 13.32% or 39,350,000 shares of Newco to the Company free of charge, encumbrances, and other liens. Concurrently with the transfer of shares under the allocation agreement, a representative of the Company, whenever preferred, is appointed to the board of directors of Newco. Due to there being no readily determinable fair value, the Company elected to value their investment in Newco at costs minus impairment which, as of June 30, 2025, was $0. If, in the future, the Company identifies observable price changes in orderly transactions for an identical or similar investment, we may measure our investment in Newco at fair value as of the date the observable transaction occurred.

The following table summarizes our equity investments in TECO:

Date of Investment	Number of Shares		Cost Basis		Fair Value as of June 30, 2024		Unrealized Loss			Fair Value as of June 30, 2025
November 24, 2022		13,443,875	$	7,000,000	$	1,880,032	$	(1,880,032	)	$	-
May 24, 2024		15,884,744		3,139,302		2,221,370		(2,221,370	)		-
Total		29,328,619	$	10,139,302	$	4,101,402	$	(4,101,402	)	$	-

F-16

INVESTMENT INCOME

The following table summarizes our investment income.

	Year Ended June 30, 2025		Year Ended June 30, 2024
Interest earned on cash (NOTE 2)	$	1,256,615	$	455,772
Interest earned on Treasury Bills considered cash equivalents (NOTE 2)		415,716		1,136,520
Interest earned on Treasury Bills considered short-term investments (NOTE 2)		58,857
Interest earned on Certificates of Deposit [1]		-		123,881
Interest earned on TECO bond (NOTE 7)		-		54,375
Interest earned on TECO bond (NOTE 8)		-		226,094
Dividends and other		6,228		17,332
Total investment income	$	1,737,416	$	2,013,974

[1]

On September 12, 2023, the Company invested in a $5,000,000 certificate of deposit (CD), which matured on March 12, 2024. CDs should be reported as part of cash and cash equivalents at cost plus accrued interest if less than 90 days from the purchase date, and on its own line in the financial statements if the purchase is greater than 90 days. The CD has been classified as a short-term investment due to the length of time to maturity at acquisition and was measured using Level 1. The CD was reinvested upon maturity. The Company recognized interest income of $123,881 which was reported in the Company’s financial statements as of June 30, 2024.

9. COMMITMENTS AND CONTINGENCIES

Effective October 1, 2024, the Company extended its research agreement with the University of Iowa through September 30, 2025. As consideration under the research agreement, the University of Iowa will receive a maximum of $302,459 from the Company in four equal installments of $75,615. The agreement can be terminated by either party upon sixty (60) days prior written notice to the other. As of June 30, 2025, there is a balance due of $151,230 per the agreement.

Effective October 1, 2024, the Company extended its research agreement with the University of Michigan through September 30, 2025. As consideration under the research agreement, the University of Michigan will receive a maximum of $252,246 from the Company. In the event of early termination by the Company, the Company will pay all costs accrued by the University as of the date of termination, including non-cancellable obligations. As of June 30, 2025, there is a balance due of $38,821 per the agreement.

Effective June 1, 2025, the Company entered into a research agreement with the University of Texas at Austin through June 30, 2026. As consideration under the research agreement, the University of Texas at Austin will receive a maximum of $429,930 from the Company. In the event of early termination by the Company, the Company will pay all costs accrued by the University as of the date of termination, including non-cancellable obligations. As of June 30, 2025, there is a balance due of $143,310 per the agreement.

The Company began renting lab space in February 2022. The lab rental is on a month-to-month basis and is cancellable with a thirty (30) day notice. On April 1, 2024, the Company renewed the space needed for its lab work at a monthly rent of $6,400 per month. Due to the rental being month-to-month, ASC 842 lease accounting is not applicable.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operation.

F-17

10.

DEFERRED TAX BENEFIT

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2021.

Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amount when the realization is uncertain. Included in the balance at June 30, 2025 and 2024, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the year ended June 30, 2025 and 2024, the Company did not recognize interest or penalties.

At June 30, 2025, the Company had net operating loss carry-forward of approximately $30,620,639, which expires in future years. No tax benefit has been reported in the June 30, 2025 and 2024 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended June 30, 2025 and 2024 due to the following:

	6/30/2025			6/30/2024
Book income (loss)	$	(1,727,524	)	$	(2,075,055	)
Non-deductible expenses		143,419			1,535,200
Depreciation and amortization		(1,310	)		3,455
Valuation Allowance		1,585,415			536,400
Income tax expense	$	-		$	-

Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forward and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax liabilities consist of the following components as of June 30, 2025 and 2024:

	6/30/2025			6/30/2024
Deferred tax assets:
NOL carryover	$	6,430,334		$	5,314,015
Research and development		-			1,009,530
Related party accrual		-			9,625
Depreciation and amortization		11			-
Deferred tax liabilities:
Depreciation and amortization		-			(3,095	)

Less Valuation Allowance	$	(6,430,345	)	$	(6,330,075	)
Income tax expense	$	-		$	-

F-18

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forward for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forward may be limited as to use in future years.

The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions.

11.

RELATED PARTY

Shareholders Loan

During the period ended December 31, 2022, the Company entered into a $211,750 loan with the Company’s CEO for the repayment of accrued salary expense. The loan bore interest of five percent (5%) and was to be repaid with monthly payments of $9,290, including interest and principal over a two-year period. As of June 30, 2025 and June 30, 2024, the principal balance remaining on the loan was $0 and $45,829, respectively and interest paid during the year ended June 30, 2025 and 2024 was $620 and $4,558, respectively.

Other Related Party Activity

See Note 7 for related party transactions with respect to TECO 2030 A.S.A. and Newco.

12.

SUBSEQUENT EVENTS

Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855 and had none to report.

F-19

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