UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO 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.

(~~Name~~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)

~~Issuer’s telephone Number:~~ (805) 966-6566

Registrant’s telephone number, including area code

Former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding, as of ~~February~~May 128, 2026 was 5,~~462~~727,~~828~~959,~~078~~657.

SUNHYDROGEN, INC.

INDEX

		~~Page~~	Page
PART I: FINANCIAL INFORMATION		1	1
Item 1:	Financial Statements (Unaudited)	1	1
	Condensed Balance Sheets	1
	Condensed Consolidated Balance Sheets		1
	Condensed Statements of Operations	2
	Condensed Consolidated Statements of Operations		2
	Condensed Statements of Shareholders’ Equity/(Deficit)	3
	Condensed Consolidated Statements of Shareholders’ Equity/(Deficit)		3
	Condensed Statements of Cash Flows	4
	Condensed Consolidated Statements of Cash Flows		4
	Notes to the Condensed Financial Statements	5
	Notes to the Condensed Consolidated Financial Statements		5
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	16
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	20	19
Item 4:	Controls and Procedures	20	19
PART II: OTHER INFORMATION		21	21
Item 1	Legal Proceedings	21	21
Item 1A:	Risk Factors	21	21
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	21	21
Item 3:	Defaults Upon Senior Securities	21	21
Item 4:	Mine Safety Disclosures	21	21
Item 5:	Other Information	21	21
Item 6:	Exhibits	21	21
Signatures		22	22

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

SUNHYDROGEN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			June 30,
	Mach 31,			June 30,
	2025			2025
	2026			2025
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1413,~~406~~073,~~780~~063		$	34,628,625
Prepaid expenses		40494,~~154~~923			72,313
Interest receivable		3033,~~092~~807			25,223
Short-term investments		19,833,262			2,997,460
Promissory note receivable, net of discount		371,384			-
TOTAL CURRENT ASSETS		34,310,288			37,723,621
Short-term investments		19,805,295			2,997,460
TOTAL CURRENT ASSETS		33,778,472			37,723,621
OTHER ASSETS
PROPERTY & EQUIPMENT
Machinery and equipment		36,830			36,830
Vehicle		152,260			152,260
		189,090			189,090
Less: accumulated depreciation		(5766,~~727~~261	)		(40,660	)
NET PROPERTY AND EQUIPMENT		~~131~~122,~~363~~829			148,430
INTANGIBLE ASSETS
Trademark, net of amortization of $999 and $942, respectively		143			200
Trademark, net of amortization of $1,028 and $942, respectively		114			200
Patents, net of amortization of $52,756 and 49,474, respectively		48,387			51,669
Patents, net of amortization of $54,397 and 49,474, respectively		46,746			51,669
TOTAL INTANGIBLE ASSETS		4846,~~530~~860			51,869
TOTAL OTHER ASSETS		~~179~~169,~~893~~689			200,299
TOTAL ASSETS	$	3433,~~490~~948,~~181~~161		$	37,923,920
LIABILITIES, PREFERRED STOCK SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and other payables	$	~~676~~653,~~430~~805		$	527,619
Accrued expenses		6470,~~265~~760			147,323
TOTAL LIABILITIES		~~740~~724,~~695~~565			674,942
COMMIMENTS AND CONTINGENCIES		-			-
Series C 10% Preferred Stock, 5,165 and 6,651 shares issued and outstanding, redeemable value of $516,500 and $665,100, respectively		516,500			665,100
Series C 10% Preferred Stock, 2,765 and 6,651 shares issued and outstanding, redeemable value of $276,500 and $665,100, respectively		276,500			665,100
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 5,438,414,015 shares issued and outstanding, respectively		5,438,414			5,438,414
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 5,727,959,657 and 5,438,414,015 shares issued and outstanding, respectively		5,727,960			5,438,414
Additional Paid in Capital		~~130~~131,~~931~~893,~~348~~047			131,224,014
Accumulated deficit		(103,136,776	)		(100,078,550	)
Accumulated other comprehensive income (loss)		(2,752	)		-
TOTAL SHAREHOLDERS’ EQUITY		33,232,986			36,583,878
Accumulated deficit		(104,671,159	)		(100,078,550	)
TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY	$	34,490,181		$	37,923,920
TOTAL SHAREHOLDERS’ EQUITY		32,947,096			36,583,878
TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY	$	33,948,161		$	37,923,920

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

SUNHYDROGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	Three Months Ended March 31,						Nine Months Ended March 31,
	2025			2024			2025			2024
	2026			2025			2026			2025
REVENUE	$	-		$	-		$	1,250		$	-
OPERATING EXPENSES
Selling and Marketing		2245,~~463~~724			~~323~~332			3177,~~959~~683			~~647~~979
General and administrative expenses		~~667~~730,~~355~~550			~~621~~993,~~609~~208			12,~~373~~103,~~332~~882			12,~~040~~033,~~353~~561
Research and development cost		~~968~~942,~~640~~644			~~626~~1,~~318~~134,796			23,~~167~~110,~~359~~003			12,~~234~~369,~~323~~119
Depreciation and amortization		10,~~203~~204			9,~~692~~353			2030,~~406~~610			1928,~~046~~399
TOTAL OPERATING EXPENSES		1,~~668~~729,~~661~~122			12,~~257~~137,~~942~~689			35,~~593~~322,~~056~~178			24,~~294~~432,~~369~~058
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(1,~~668~~729,~~661~~122	)		(12,~~257~~137,~~942~~689	)		(35,~~591~~320,~~806~~928	)		(24,~~294~~432,~~369~~058	)
OTHER INCOME/(EXPENSES)
Investment income		~~276~~315,~~078~~160			~~439~~397,~~645~~614			~~653~~968,~~248~~408			~~919~~1,~~368~~316,982
Dividend expense		(1311,~~019~~420	)		(3917,~~565~~981	)		(2941,~~783~~203	)		(4058,~~871~~852	)
Unrealized gain/(loss) on change in fair value of investment, related party		-			~~(2,613,117~~-	)		-			(4,101,402	)
Unrealized gain/(loss) on change in fair value of short-term investments		(~~115~~140,~~408~~846	)		-20,801			(~~114~~255,~~681~~527	)		-20,801
Realized gain/(loss)		224,~~562~~872			-(684	)		2429,~~796~~668			-(684	)
Interest expense		-			(83	)		-			(626	)
Other interest income		26,973			-			26,973			-
TOTAL OTHER INCOME (EXPENSES)		170,213			(2,213,120	)		533,580			(3,223,531	)
Interest expense		-			-			-			(626	)
NET INCOME (LOSS)	$	(1,498,448	)	$	(3,471,062	)	$	(3,058,226	)	$	(5,517,900	)
TOTAL OTHER INCOME (EXPENSES)		194,739			399,750			728,319			(2,823,781	)
NET INCOME (LOSS)		(1,534,383	)		(1,737,939	)		(4,592,609	)		(7,255,839	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		(2,752	)		-			(2,752	)		-
COMPREHENSIVE INCOME (LOSS)	$	(1,537,135	)	$	(1,737,939	)	$	(4,595,361	)	$	(7,255,839	)
BASIC & DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC & DILUTED		5,438,414,015			5,303,929,044			5,438,414,015			5,203,191,703
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC & DILUTED		5,520,221,741			5,437,338,655			5,465,285,166			5,280,101,285

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

SUNHYDROGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER’S DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, 2026 ~~2025~~ AND ~~2024~~2025

												Additional
															Accumulated
	Preferred stock							Common stock				Paid-in			Accumulated
												Additional			Other
	Shares		Amount		Mezzanine			Shares		Amount		Capital			Deficit			Total
	Preferred stock							Common stock				Paid-in			Comprehensive			Accumulated
Balance at June 30, 2024		-	$	-	$	885,100			5,087,245,974	$	5,087,246	$	128,488,199		$	(91,852,243	)	$	41,723,202
	Shares		Amount		Mezzanine			Shares		Amount		Capital			Income			Deficit			Total
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-			118,513,734		118,514		2,083,411			-			2,201,925
Balance at June 30, 2024		-	$	-	$	885,100			5,087,245,974	$	5,087,246	$	128,488,199		$	-		$	(91,852,243	)	$	41,723,202
Stock compensation expense		-		-		-			-		-		9,981			-			9,981
Issuance of common stock upon partial conversion of purchase agreement for cash		-		-		-			118,513,734		118,514		2,083,411			-			-			2,201,925
Net Loss		-		-		-			-		-		-			(2,046,838	)		(2,046,838	)
Stock compensation expense		-		-		-			-		-		9,981			-			-			9,981
Balance at September 30, 2024 (unaudited)		-		-		885,100			5,205,759,708		5,205,760		130,581,591			(93,899,081	)		41,888,270
Net Loss		-		-		-			-		-		-			-			(2,046,838	)		(2,046,838	)
Preferred stock converted to common stock		-		-		(220,000	)		231,578,947		231,579		(11,579	)		-			220,000
Balance at September 30, 2024 (unaudited)		-		-		885,100			5,205,759,708		5,205,760		130,581,591			-			(93,899,081	)		41,888,270
Stock compensation expense		-		-		-			-		-		173,516			-			173,516
Preferred stock converted to common stock		-		-		(220,000	)		231,578,947		231,579		(11,579	)		-			-			220,000
Net Loss		-		-		-			-		-		-			(3,471,062	)		(3,471,062	)
Stock compensation expense		-		-		-			-		-		173,516			-			-			173,516
Balance at December 31, 2024 (unaudited)		-		-		665,100			5,437,338,655		5,437,339		130,743,528			(97,370,143	)		38,810,724
Net Loss		-		-		-			-		-		-			-			(3,471,062	)		(3,471,062	)
Balance at June 30, 2025		-	$	-	$	665,100			5,438,414,015	$	5,438,414	$	131,224,014		$	(100,078,550	)	$	36,583,878
Balance at December 31, 2024 (unaudited)		-		-		665,100			5,437,338,655		5,437,339		130,743,528			-			(97,370,143	)		38,810,724
Purchase and cancellation of Series C preferred shares		-		-		(148,600	)		-		-		(851,400	)		-			(851,400	)
Stock compensation expense		-		-		-			-		-		416,987			-			-			416,987
Stock compensation expense		-		-		-			-		-		279,367			-			279,367
Net Loss		-		-		-			-		-		-			-			(1,737,939	)		(1,737,939	)
Net Loss		-		-		-			-		-		-			(1,559,778	)		(1,559,778	)
Balance at March 31, 2025 (unaudited)		-	$	-	$	665,100			5,437,338,655	$	5,437,339	$	131,160,515		$	-		$	(99,108,082	)	$	37,489,772
Balance at September 30, 2025 (unaudited)		-		-		516,500			5,438,414,015		5,438,414		130,651,981			(101,638,328	)		34,452,067
Balance at June 30, 2025		-	$	-	$	665,100			5,438,414,015	$	5,438,414	$	131,224,014		$	-		$	(100,078,550	)	$	36,583,878
Stock compensation expense		-		-		-			-		-		279,367			-			279,367
Purchase and cancellation of Series C preferred shares		-		-		(148,600	)		-		-		(851,400	)		-			-			(851,400	)
Net Loss		-		-		-			-		-		-			(1,498,448	)		(1,498,448	)
Stock compensation expense		-		-		-			-		-		279,367			-			-			279,367
Balance at December 31, 2025 (unaudited)		-	$	-	$	516,500			5,438,414,015	$	5,438,414	$	130,931,348		$	(103,136,776	)	$	33,232,986
Net Loss		-		-		-			-		-		-			-			(1,559,778	)		(1,559,778	)
Balance at September 30, 2025 (unaudited)		-		-		516,500			5,438,414,015		5,438,414		130,651,981			-			(101,638,328	)		34,452,067
Stock compensation expense		-		-		-			-		-		279,367			-			-			279,367
Net Loss		-		-		-			-		-		-			-			(1,498,448	)		(1,498,448	)
Balance at December 31, 2025 (unaudited)		-		-		516,500			5,438,414,015		5,438,414		130,931,348			-			(103,136,776	)		33,232,986
Issuance of common stock for cash		-		-		-			36,914,063		36,914		694,963			-			-			731,877
Preferred stock converted to common stock				-		(240,000	)		252,631,579		252,632		(12,632	)		-			-			240,000
Stock compensation expense		-		-		-			-		-		279,368			-			-			279,368
Foreign currency translation adjustment		-		-		-			-		-		-			(2,752	)		-			(2,752	)
Net Loss		-		-		-			-		-		-			-			(1,534,383	)		(1,534,383	)
Balance at March 31, 2026 (unaudited)		-	$	-	$	276,500			5,727,959,657	$	5,727,960	$	131,893,047		$	(2,752	)	$	(104,671,159	)	$	32,947,096

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

SUNHYDROGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended December 31,
	Nine Months Ended March 31,
	2025			2024
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)		(34,~~058~~592,~~226~~609	)		(57,~~517~~255,~~900~~839	)
Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities
Adjustment to reconcile net income (loss) to net cash
Depreciation & amortization expense		20,406			19,046
(used in) provided by operating activities
Stock based compensation expense for services		558,734			183,497
Amortization of interest on promissory note receivable		(21,384	)		-
Realized (gain)/loss		(25,148	)		-
Depreciation & amortization expense		30,610			28,399
Unrealized (gain)/loss on change in fair value of investment, related party		114,681			4,101,402
Stock based compensation expense for services		838,102			600,484
Change in assets and liabilities:
Realized (gain)/loss		(29,977	)		-
Interest receivable on certificate of deposit		(4,869	)		-
Unrealized (gain)/loss on change in fair value of investment, related party		-			4,101,402
Prepaid expense		32,159			(164,585	)
Unrealized (gain)/loss on change in fair value of short-term investments		255,527			(20,801	)
Accounts payable		148,811			(211,335	)
Change in assets and liabilities :
Accrued expenses		(83,058	)		20,939
Interest receivable		(8,584	)		-
NET CASH USED IN OPERATING ACTIVITIES		(2,296,510	)		(1,568,936	)
Prepaid expense		(372,610	)		(116,934	)
Accounts payable		125,508			(300,974	)
Accrued expenses		(76,563	)		(6,547	)
NET CASH USED IN OPERATING ACTIVITIES		(3,851,980	)		(2,970,810	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short-term investments		(2224,~~128~~191,~~164~~968	)		-(6,030,113	)
Redemption of short term investments		57,~~202~~158,~~829~~583			-
NET CASH USED IN INVESTING ACTIVITIES		(1617,~~925~~033,~~335~~385	)		-(6,030,113	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Series C preferred shares		(1,000,000	)		-
Promissory note receivable		(400,000	)		-
Repayment of related party note payable		-			(45,829	)
Net proceeds from common stock purchase agreements		-731,877			2,201,925
NET CASH PROVIDED BY FINANCING ACTIVITIES		(1668,~~000,000~~123	)		2,156,096
Net increase (decrease) in cash and cash equivalents		(20,221,845	)		587,160
Effect of exchange rate translation on cash		(2,074	)		-
Net increase (decrease) in cash and cash equivalents		(21,555,562	)		(6,844,827	)
Cash and cash equivalents - beginning of period		34,628,625			39,044,795
Cash and cash equivalents - end of period		1413,~~406~~073,~~780~~063			3932,~~631~~199,~~955~~968
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	626
Taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Conversion of Series C Preferred shares to common stock	$	-240,000		$	220,000
Discount on promissory note receivable	$	50,000		$	-

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

SUNHYDROGEN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~MARCH 31, ~~2025~~2026

(Unaudited)

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~~company is developing ~~an efficient and cost-effective way to produce green hydrogen using sunlight and any source of water. Just like~~ a ~~solar~~novel ~~panel is comprised of multiple~~solar-powered ~~cells~~nanoparticle system that ~~generate~~mimics ~~electricity,~~photosynthesis ~~our~~to ~~hydrogen~~separate ~~panel encases multiple~~ hydrogen ~~generators~~from ~~immersed in~~ water. ~~Each hydrogen generator contains billions of electroplated nanoparticles, autonomously splitting water into hydrogen and oxygen.~~ We ~~believe~~intend ~~our~~for technology ~~has~~of ~~the~~this ~~potential~~ system to be ~~one~~used ~~of – if not~~ for the ~~most~~production –of ~~economical~~renewable ~~green~~ hydrogen ~~solutions:~~to ~~Unlike~~produce ~~traditional~~renewable ~~water~~electricity ~~electrolysis~~and ~~for~~ hydrogen~~, our~~ ~~process~~for ~~requires~~fuel nocells ~~external~~and ~~power~~ other ~~than~~applications ~~sunlight~~where ~~and~~hydrogen is ~~uses efficient and low-cost materials~~used.

InSunHydrogen ~~parallel,~~is wedeveloping an ~~are~~efficient ~~developing~~and acost-effective ~~new~~way ~~methodology that~~to ~~utilizes~~produce ~~commercially~~green ~~available,~~hydrogen ~~mass-produced~~using ~~thin-film~~sunlight and any source of water. Just like a solar ~~cells~~panel ~~and~~is ~~modules,~~comprised ~~which~~of ~~are~~multiple ~~re-engineered~~cells ~~with~~that generate electricity, our ~~proprietary~~hydrogen panel encases multiple hydrogen ~~module~~generators ~~design~~immersed toin ~~enhance~~water. ~~fault~~Each ~~tolerance~~hydrogen ~~and~~generator ~~increase~~contains billions of electroplated nanoparticles, autonomously splitting water into hydrogen ~~production~~and ~~efficiency~~oxygen. ~~While~~We ~~this~~believe ~~approach~~our istechnology ~~based~~has onthe ~~principles~~potential ~~similar~~ to ~~our~~be ~~nanoparticle~~one ~~technology,~~of it– ~~leverages~~if anot ~~mature~~the ~~manufacturing~~most ~~platform~~– economical green hydrogen solutions: Unlike traditional water electrolysis for hydrogen, ~~enabling~~our aprocess ~~potentially~~requires ~~faster~~no ~~market~~external ~~entry~~power other than sunlight and uses efficient and low-cost materials.

~~The~~In ~~Company~~parallel, ~~remains~~we ~~committed~~are todeveloping a ~~our~~new ~~patented nanoparticle~~methodology that utilizes commercially available, mass-~~based~~produced ~~approach~~thin-film solar cells and modules. These are re-engineered with our proprietary hydrogen module design to ~~renewable~~enhance fault tolerance and increase hydrogen production efficiency. ~~However,~~While this ~~new~~approach ~~methodology,~~is based ~~which~~on ~~aligns~~principles ~~closely~~like ~~with~~ our nanoparticle technology, ~~benefits~~it ~~from~~leverages ana ~~established~~mature manufacturing ~~base.~~platform, ~~Our~~enabling ~~core~~a ~~mission~~potentially ~~remains~~faster ~~the replacement of fossil fuel-derived hydrogen~~market ~~with renewable hydrogen~~entry.

2SunHydrogen remains committed to our patented nanoparticle-based approach to renewable hydrogen production. ~~SUMMARY~~However, OFthis ~~SIGNIFICANT~~new ~~ACCOUNTING~~methodology, ~~POLICIES~~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 renewable hydrogen.

~~Basis~~2. ofSUMMARY ~~Presentation~~OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the year ended June 30, 2026. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended June 30, 2025.Presentation

~~Cash~~The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and ~~Cash~~with ~~Equivalent~~the instructions to Form 10-Q and Rule 10-01 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ended June 30, 2026. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended June 30, 2025.

The ~~Company~~accompanying ~~considers~~unaudited ~~all~~condensed ~~highly liquid investments~~consolidated ~~with~~financial anstatements ~~original~~include ~~maturity~~the accounts of ~~three~~its ~~months~~100% orowned ~~less~~subsidiaries, toSunHydrogen beGmbH ~~cash~~and ~~equivalents~~SunHydrogen Japan GK. All significant intercompany transactions and balances have been eliminated upon consolidation.

~~The following table provides detail of our cash and cash equivalents.~~5

	December 31, 2025		June 30, 2025
Cash	$	5,635,110	$	27,993,513
U.S. Treasury bills		8,771,670		6,635,112
Total cash and cash equivalents	$	14,406,780	$	34,628,625

Foreign Currency Translation and Transaction

5The Company’s functional currency was the United States dollar. SunHydrogen GmbH maintains its accounting records in its local currency, the Euro and SunHydrogen Japan GK maintains its accounting records in its local currency, the Yen.

~~The~~Foreign Uexchange gains and losses on the settlement of foreign currency transactions are included in general and administration expenses.S. ~~Treasury~~Except ~~bills~~for ~~have~~translations aof ~~credit~~intercompany ~~quality~~balances, ~~indicator~~all translations of ~~AA/A~~monetary balances to the functional currency at the year-end exchange rate are included in the foreign exchange expense. The translations of intercompany balances to the functional currency at the year-end exchange rate are included in accumulated other comprehensive income or loss.

~~Short~~The ~~Term~~Company ~~Investments~~has not, to the date of these condensed consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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

AsThe ofCompany ~~December~~considers ~~31,~~all ~~2025,~~highly ~~our~~liquid ~~short-term~~ investments ~~consisted~~with an original maturity of ~~various~~three ~~investments~~months ~~held~~or atless ato ~~brokerage~~be ~~firm~~cash equivalents.

~~During~~The ~~the~~following ~~three~~table ~~and~~provides ~~six~~detail ~~months ended December 31, 2025, the Company recognized a loss on change in fair value~~ of ~~short-term~~our ~~investments of $115,408~~ cash and ~~$114,681~~cash equivalents.

Concentration risk

	March 31, 2026		June 30, 2025
Cash	$	4,642,602	$	27,993,513
U.S. Treasury bills		8,430,461		6,635,112
Total cash and cash equivalents	$	13,073,063	$	34,628,625

~~Cash~~The ~~includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits~~U.S. AtTreasury ~~times~~bills ~~throughout~~have ~~the~~a ~~year,~~credit ~~the Company may maintain cash balances~~quality inindicator ~~certain bank accounts in excess~~ of ~~the FDIC limits~~AA/A. As of December 31, 2024, the cash balance in excess of the FDIC limits was $12,594,024. 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~~Short ofTerm ~~Estimates~~Investments

InThe ~~accordance~~Company’s ~~with~~short-term ~~accounting principles~~investments ~~generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of~~are ~~assets~~carried ~~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 ofwith ~~financial~~changes ~~instruments, and other factors. Management believes it has exercised reasonable judgment~~ in ~~deriving these~~fair ~~estimates.~~value ~~Consequently,~~recognized ~~a change~~ in ~~conditions~~net ~~could affect these estimates~~income.

~~Property~~As ~~and~~of ~~Equipment~~March 31, 2026, our short-term investments consisted of various investments held at a brokerage firm.

~~Property~~During the three and ~~equipment~~nine months ended March 31, ~~are~~2026, ~~stated~~the atCompany ~~cost~~recognized ~~and~~a ~~are~~loss ~~depreciated~~on ~~using~~change ~~straight~~in ~~line~~fair ~~over~~value ~~their~~of ~~estimated~~short-term ~~useful~~investments ~~lives~~of $140,846 and $255,527, respectively.

Computers and peripheral equipment		5 Years
Vehicle		5 Years

Concentration risk

~~The~~Cash ~~Company~~includes ~~recognized~~amounts deposited in financial institutions ~~depreciation~~in ~~expense~~excess of ~~$17,067~~insurable ~~and~~Federal ~~$15~~Deposit Insurance Company (FDIC) limits. At times throughout the year,~~706~~ ~~for~~the Company may maintain cash balances in certain bank accounts in excess of the ~~six~~FDIC ~~months~~limits. ~~ended~~As ~~December~~of March 31, ~~2025~~2026, ~~and~~the ~~2024~~cash balance in excess of the FDIC limits was $11,192,026. The ~~respectively~~Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

~~Intangible~~Use ~~Assets~~of Estimates

~~The~~In ~~Company~~accordance ~~has~~with ~~patent~~accounting principles ~~applications~~generally toaccepted ~~protect~~ in the ~~inventions~~United States, management utilizes estimates and ~~processes~~assumptions ~~behind~~that ~~its~~affect ~~proprietary~~the ~~bio-based~~reported ~~back-sheet,~~amounts aof assets ~~protective~~and ~~covering~~liabilities ~~for~~and the ~~back~~disclosure of ~~photovoltaic~~contingent ~~solar~~assets ~~modules~~and liabilities at the date of the financial statements as well as the ~~traditionally~~reported ~~made~~amounts of revenues and expenses during the reporting period. Actual results could differ from ~~petroleum-based~~those ~~film~~estimates. ~~Intangible~~These ~~assets~~estimates and ~~that~~assumptions ~~have~~relate ~~finite~~to useful lives ~~continue~~and toimpairment beof ~~amortized~~tangible ~~over~~and ~~their~~intangible ~~useful~~assets, accruals, income taxes, stock-based compensation ~~lives~~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.

	Useful Lives	December 31, 2025			June 30, 2025
Trademark-gross	10 years	$	1,142		$	1,142
Less accumulated amortization			(999	)		(942	)
Trademark-net		$	143		$	200
Patents-gross	15 years	$	101,143		$	101,143
Less accumulated amortization			(52,756	)		(49,474	)
Patents-net		$	48,387		$	51,669

6Property and Equipment

~~The~~Property ~~Company~~and ~~recognized~~equipment are ~~amortization~~stated ~~expense~~at ~~of $3,339~~cost and ~~$3,340~~are ~~for~~depreciated ~~the~~using ~~six~~straight ~~months~~line ~~ended~~over ~~December~~their ~~31,~~estimated ~~2025~~useful ~~and 2024, respectively~~lives.

Future Amortization Expense

Computers and peripheral equipment		5 Years
Vehicle		5 Years

Year	Amount
2026 (remaining)	$	3,339
2027		6,650
2028		6,565
2029		6,565
2030		6,565
Thereafter		18,846
	$	48,530

The Company recognized depreciation expense of $25,601 and $23,389 for the nine months ended March 31, 2026 and 2025, respectively.

~~Impairment~~Intangible ~~of Long-lived~~ Assets

The Company ~~applies~~has ~~the~~patent ~~provisions~~applications ofto ~~ASC 360,~~protect ~~Property,~~the ~~Plant~~inventions and ~~Equipment,~~processes ~~where~~behind ~~applicable~~its toproprietary ~~all~~bio-based ~~long~~back-~~lived~~sheet, ~~assets.~~a ~~ASC~~protective ~~360~~covering ~~addresses accounting and reporting~~ for ~~impairment and disposal of long-lived assets. The Company periodically evaluates~~ the ~~carrying~~back ~~value~~ of ~~long-lived~~photovoltaic ~~assets~~solar ~~to be held and used in accordance~~modules ~~with~~traditionally ~~ASC~~made ~~360.~~from ~~ASC 360 requires impairment losses to be recorded on long~~petroleum-~~lived~~based ~~assets~~film. ~~used~~Intangible ~~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,~~have afinite ~~loss~~useful islives ~~recognized~~continue ~~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~~amortized ofover istheir ~~determined in a similar manner, except that fair market values are reduced for the cost~~useful ~~of disposal~~lives.

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 six months ended December 31, 2025 and 2024, the Company determined no impairment was required.

	Useful Lives	March 31, 2026			June 30, 2025

Trademark-gross	10 years	$	1,142		$	1,142
Less accumulated amortization			(1,028	)		(942	)
Trademark-net		$	114		$	200

Patents-gross	15 years	$	101,143		$	101,143
Less accumulated amortization			(54,397	)		(49,474	)
Patents-net		$	46,746		$	51,669

~~Revenue~~The ~~Recognition~~Company recognized amortization expense of $5,009 and $5,010 for the nine months ended March 31, 2026 and 2025, respectively.

~~The~~Future ~~Company~~Amortization recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.Expense

An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

Year	Amount
2026 (remaining)	$	1,670
2027		6,650
2028		6,565
2029		6,565
2030		6,564
Thereafter		18,846
	$	46,860

~~The~~Impairment ~~Company generates revenue primarily from consulting services for providing technical and strategic consultancy services in support~~ of ~~ongoing~~Long-lived projects. The Company’s consulting services are invoiced monthly based on actual hours for the services at a standard rate per hour plus any reimbursements for travel expenses. Consulting services may be terminated by either party with 30 days written notice.Assets

~~During~~The ~~the~~Company ~~three~~applies ~~and~~the ~~six~~provisions ~~months~~of ~~ended~~ASC ~~December~~360, 31Property, ~~2025~~Plant and Equipment, wewhere ~~generated~~applicable ~~revenue~~to ~~from~~all ~~consulting~~long-lived ~~services~~assets. ASC 360 addresses accounting and reporting for impairment and disposal of $0long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and $1used 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,~~250~~ 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.

~~Accounts~~When ~~Receivable~~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 nine months ended March 31, 2026 and 2025, the Company determined no impairment was required.

WeRevenue record accounts receivable at the invoiced amount and we do not charge interest. We determine the allowance for doubtful accounts by regularly evaluating individual receivables, and receivables are written off when deemed uncollectible. There were no provisions for doubtful accounts recorded as of December 31, 2025 and June 30, 2025. The Company recorded $0 in bad debt expense for the three and six months ended December 31, 2025.Recognition

~~Net~~The ~~Earnings~~Company recognizes revenue in accordance with Accounting Standards Codification (~~Loss~~“ASC”) ~~per~~606, ~~Share~~“Revenue ~~Calculations~~from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

~~Net~~An ~~earnings~~entity ~~(Loss)~~recognizes ~~per~~revenue ~~share~~in ~~dictates~~accordance ~~the calculation~~with ofthat ~~basic~~core ~~earnings~~principle ~~(loss)~~by ~~per~~applying ~~share~~the ~~and~~following ~~diluted~~steps: ~~earnings~~Step ~~per~~1: ~~share.~~Identify ~~Basic~~the ~~earnings~~contract ~~(loss)~~with ~~per~~the ~~share~~customer. ~~are~~Step ~~computed~~2: byIdentify ~~dividing by~~ the ~~weighted~~performance ~~average~~obligations ~~number~~in ofthe ~~common~~contract. ~~shares~~Step ~~outstanding~~3: ~~during~~Determine the ~~three~~transaction ~~and~~price. ~~six~~Step ~~months~~4. ~~ended~~Allocate ~~December~~the ~~31,~~transaction ~~2025 and 2024~~price. ~~Diluted~~Step ~~net~~5: ~~earnings~~Recognize ~~(loss)~~revenue ~~per~~when ~~share is computed similar to basic earnings~~ (~~loss~~or as) ~~per share except that~~ the ~~denominator~~entity issatisfies ~~increased~~a toperformance ~~include the effect of stock options and stock-based awards, if dilutive~~obligation.

The ~~total~~Company ~~potential~~generates ~~common~~revenue ~~shares~~primarily asfrom ~~of December~~providing ~~31,~~technical ~~2025, include 428,965,911 stock options, 78,095,239 common stock purchase warrants,~~ and ~~543,684,211~~strategic ~~common~~consultancy ~~shares~~services ~~issuable~~in ~~upon~~support ~~conversion~~ of ~~the~~ongoing ~~outstanding~~projects. ~~5,165~~The ~~Series~~Company’s Cconsulting ~~Preferred~~services ~~shares.~~are ~~Stock~~invoiced ~~options,~~monthly based ~~common~~on ~~stock~~actual ~~purchase~~hours ~~warrants,~~for ~~and~~the ~~common~~services ~~shares~~at ~~issuable~~a ~~upon~~standard ~~conversion of~~rate ~~Series~~per Chour ~~Preferred~~plus ~~shares~~any ~~were~~reimbursements ~~not~~for ~~included~~travel inexpenses. ~~the~~Consulting ~~calculation~~services ofmay be ~~net~~terminated ~~earnings~~by ~~per~~either ~~share~~party ~~because~~with ~~their~~30 ~~impact~~days onwritten ~~income per share is antidilutive~~notice.

~~The~~During ~~total~~the ~~potential~~three ~~common~~and ~~shares~~nine asmonths ofended ~~December~~ March 31, ~~2024~~ 2026, ~~include~~we ~~255,465,911~~generated ~~stock~~revenue ~~options,~~from ~~78,095,239~~consulting ~~common~~services ~~stock~~of ~~purchase~~$0 ~~warrants,~~ and ~~700~~$1,~~105,263 common shares issuable upon conversion of the outstanding 6,651 Series C Preferred shares~~250. 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.

~~Stock~~Accounts ~~Based~~Receivable ~~Compensation~~

~~The~~We ~~Company~~record accounts ~~for~~receivable ~~stock~~at ~~option~~the ~~grants issued~~invoiced amount and ~~vesting~~we todo ~~employees~~not ~~and~~charge ~~non-employees~~interest. inWe ~~accordance~~determine ~~with~~ the ~~authoritative~~allowance ~~guidance~~for ofdoubtful ~~the~~accounts ~~Financial~~by ~~Accounting~~regularly ~~Standards~~evaluating ~~Board~~individual ~~whereas~~receivables, ~~the~~and ~~value~~receivables ofare ~~the~~written ~~stock~~off ~~compensation~~when isdeemed ~~based~~uncollectible. ~~upon~~There ~~the~~were ~~measurement~~no ~~date~~provisions asfor ~~determined~~doubtful ataccounts ~~either~~recorded a)as ~~the~~of ~~date~~March ~~at which a performance commitment is reached~~31, ~~or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based~~2026 ~~compensation~~and ~~charges~~June ~~generally~~30, ~~are amortized over the vesting period on a straight-line basis~~2025. InThe ~~certain~~Company ~~circumstances~~recorded ~~where~~$0 ~~there~~in ~~are no~~bad ~~future~~debt ~~performance~~expense ~~requirements~~for by the ~~non-employee,~~three ~~option grants are immediately vested,~~ and ~~the~~nine ~~total~~months ~~stock-based~~ended ~~compensation~~March ~~charge is~~31, ~~recorded in the period of the measurement date~~2026.

~~Warrant~~Net ~~Accounting~~ Earnings (Loss) per Share Calculations

~~The~~Net ~~Company~~earnings ~~accounts~~(Loss) ~~for~~per ~~warrants~~share todictates ~~purchase~~the calculation ~~shares~~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 ~~stock~~shares ~~using~~outstanding during the ~~estimated~~three ~~fair~~and ~~value~~nine onmonths ~~the~~ended ~~date~~March of31, ~~issuance~~2026 asand ~~calculated~~2025. ~~using~~Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the ~~Black~~denominator is increased to include the effect of stock options and stock-~~Scholes~~based ~~valuation~~awards, ~~model~~if dilutive.

8The total potential common shares as of March 31, 2026, include 291,000,000 stock options and 291,052,632 common shares issuable upon conversion of the outstanding 2,765 Series C Preferred shares. Stock options 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.

~~Fair~~The ~~Value~~total potential common shares as of ~~Financial~~March 31, ~~Instruments~~2025, include 534,965,911 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.

~~Fair~~Stock ~~value~~Based 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 December 31, 2025, the amounts reported for cash, accounts payable and other payables, and accrued expenses approximate the fair value because of their short maturities.Compensation

WeThe ~~adopted~~Company ~~ASC~~accounts ~~Topic~~for ~~820~~stock ~~for~~option ~~financial~~grants ~~instruments~~issued ~~measured~~and asvesting ~~fair~~to ~~value~~employees onand anon-employees ~~recurring~~in ~~basis.~~accordance ~~ASC~~with ~~Topic~~the ~~820~~authoritative ~~defines~~guidance ~~fair~~of the Financial Accounting Standards Board whereas the value, ~~established~~of the stock compensation is based upon the measurement date as determined at either a) ~~framework~~the ~~for~~date ~~measuring~~at ~~fair~~which ~~value~~a inperformance ~~accordance~~commitment ~~with~~is ~~accounting~~reached, ~~principles~~or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally ~~accepted~~are inamortized over the ~~United~~vesting ~~States~~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 ~~expands~~the ~~disclosures~~total ~~about~~stock-based ~~fair~~compensation ~~value~~charge is ~~measurements~~recorded in the period of the measurement date.

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).8

~~These~~Warrant ~~tiers include:~~Accounting

●The ~~Level~~Company 1,accounts ~~defined~~for aswarrants ~~observable~~to ~~inputs~~purchase shares ~~such~~of ascommon ~~quoted~~stock ~~prices~~using ~~for~~the ~~identical~~estimated ~~instruments~~fair invalue ~~active~~on ~~markets~~the date of issuance as calculated using the Black-Scholes valuation model.

●Fair ~~Level~~Value 2,of ~~defined~~Financial 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.Instruments

●Fair ~~Level~~value 3,of ~~defined~~financial asinstruments ~~unobservable~~requires ~~inputs~~disclosure of inthe ~~which~~fair ~~little~~value information, whether or nonot ~~market~~recognized ~~data~~on ~~exists~~the balance sheet, ~~therefore~~where ~~requiring~~it anis ~~entity~~practicable to ~~develop~~estimate ~~its~~that ~~own~~value. ~~assumptions~~As of March 31, ~~such~~2025, asthe ~~valuations~~amounts ~~derived~~reported ~~from~~for ~~valuation~~cash, ~~techniques~~accounts inpayable ~~which~~and ~~one~~other orpayables, ~~more~~and ~~significant~~accrued ~~inputs~~expenses orapproximate ~~significant~~the fair value ~~drivers~~because of ~~are~~their ~~unobservable~~short maturities.

We ~~measure~~adopted ~~certain~~ASC Topic 820 for financial instruments measured atas fair value on a recurring basis. ~~Assets~~ASC ~~and~~Topic ~~liabilities~~820 ~~measured~~defines at fair value, onestablished a ~~recurring~~framework ~~basis~~for ~~are~~measuring asfair ~~follows~~value ~~(See~~in ~~Note~~accordance with ~~7):~~accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

~~December~~Fair ~~31,~~value ~~2025~~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).

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Short-term investments	$	19,833,262	$	-	$	19,833,262	$	-
	$	19,833,262	$	-	$	19,833,262	$	-

These tiers include:

~~June~~● 30Level 1, ~~2025~~defined as observable inputs such as quoted prices for identical instruments in active markets.

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

●

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.

As● ofLevel ~~December 31~~3, ~~2025~~defined ~~and~~as ~~June~~unobservable ~~30,~~inputs ~~2025,~~in ~~the Equity~~which ~~securities,~~little ~~related~~or ~~party~~no ~~had~~market adata ~~fair~~exists, ~~value~~therefore ofrequiring $0an ~~which~~entity ~~was~~to ~~measured~~develop ~~using~~its aown ~~level~~assumptions, 3such ~~input~~as ~~due~~valuations toderived ~~the~~from ~~underlying~~valuation ~~securities~~techniques noin ~~longer trading~~which onone anor ~~active~~more ~~stock~~significant ~~exchange~~inputs ~~(See~~or ~~Note~~significant 7)value drivers are unobservable.

9We 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:

~~Research~~March ~~and~~31, ~~Development~~ 2026

Research and development costs are expensed as incurred. Total research and development costs were $2,167,359 and $1,234,323 for the six months ended December 31, 2025 and 2024, respectively.

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Short-term investments	$	19,805,295	$	19,805,295	$	-	$	-
	$	19,805,295	$	19,805,295	$	-	$	-

~~Advertising~~June ~~and~~30, ~~Marketing~~2025

Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $31,959 and $647 for the six months ended December 31, 2025 and 2024, respectively.

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

~~Accounting for Derivatives~~ 9

~~The~~As ~~Company evaluates all~~ of ~~its~~March ~~financial~~31, ~~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~~2026, the ~~derivative~~Equity ~~instrument is initially recorded at its fair value and is then re-valued at each reporting date~~securities, ~~with~~related ~~changes~~party inhad ~~the~~a fair value ~~reported in the statements~~ of ~~operations.~~$0 ~~For~~which ~~stock-based~~was ~~derivative~~measured ~~financial~~using ~~instruments, the~~a ~~Company~~level ~~uses~~3 ainput ~~probability~~due ~~weighted~~to ~~average~~the ~~series~~underlying ~~Binomial~~securities ~~lattice~~no ~~formula~~longer ~~pricing~~trading ~~models~~on toan ~~value~~active ~~the~~stock ~~derivative~~exchange ~~instruments at~~(See ~~inception~~Note ~~and on subsequent valuation dates~~8).

~~The~~Research ~~classification~~and ofDevelopment 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~~Research ~~Reporting~~and development costs are expensed as incurred. Total research and development costs were $3,110,003 and $2,369,119 for the nine months ended March 31, 2026 and 2025, respectively.

~~The~~Advertising ~~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.~~Marketing

~~The~~Advertising ~~accounting~~and ~~policies~~marketing ofcost ~~the operating segment~~ are ~~the~~expensed ~~same~~ as ~~those~~ ~~described in the summary of significant accounting policies~~incurred. ~~The~~Total ~~Company’s~~advertising ~~chief~~and ~~operating~~marketing ~~decision~~costs ~~maker~~were ~~(“CODM”)~~$77,683 ~~in the~~and ~~Chief~~$979 ~~Executive Officer. The CODM assesses performance~~ for the ~~segment~~nine ~~and~~months ~~decides~~ended ~~how~~March to31, ~~allocate~~2026 ~~resources~~and ~~based~~2025, ~~on net income (loss) that is reported on the income statement~~respectively. ~~The measure of segment assets is reported on the balance sheet as total assets.~~

AsAccounting ~~the~~for ~~Company~~Derivatives generated minimal 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

~~Recently~~The ~~Issued~~Company ~~Accounting~~evaluates ~~Pronouncements~~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.

~~Management~~The ~~believes~~classification ~~that~~of noderivative ~~recently~~instruments, including ~~issued~~whether ~~accounting standards,~~such ~~which~~instruments ~~are~~should ~~not~~be ~~yet~~recorded ~~effective,~~as ~~would~~liabilities ~~have~~or aas ~~material~~equity, ~~impact~~is onevaluated at the ~~accompanying~~end ~~unaudited~~of ~~financial~~each ~~statements~~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 ~~December~~the ~~31,~~derivative ~~2025,~~instrument ifcould ~~adopted~~be atrequired ~~this~~within ~~time~~12 months of the balance sheet date.

10Segment Reporting

3.The ~~PREFERRED~~Company ~~STOCK~~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.

~~Series~~The Caccounting ~~Preferred~~policies ~~Stock~~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.

OnAs ~~December 15, 2021,~~ the Company ~~filed~~generated aminimal ~~certificate of~~revenues ~~designation~~in ~~of Series C Preferred Stock with~~ the current ~~Secretary~~fiscal ~~of State of Nevada~~year, ~~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~~CODM atassessed ~~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~~performance ~~available~~through ~~prior and in preference to any declaration or payment of any dividend on~~ the ~~common~~achievement ~~stock~~ of ~~the~~target ~~Company, cumulative~~identification ~~dividends, at an annual rate of 10% of the stated value, payable in cash or shares of common stock~~goals. In ~~the~~addition ~~event~~to the ~~Company~~ ~~declares~~Company’s orStatement ~~pays a dividend on its shares~~ of ~~common stock (other than dividend payable in shares of common stock)~~Operations, the ~~holders~~CODM ofregularly ~~Series C~~works ~~Preferred Stock will also be entitled~~ to ~~receive~~develop ~~payment~~budgeted ~~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~~forecasted ~~affect~~expense ~~the~~information ~~voting~~which ~~powers,~~is ~~rights or preferences~~used ~~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,~~determine ~~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’s ~~will~~liquidity ~~have~~needs ~~higher~~and ~~priority~~cash ~~of liquidation preference than holders of Series C Preferred Stock~~allocation.

~~The~~Recently ~~Series~~Issued CAccounting ~~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.~~Pronouncements

~~During~~Management ~~the~~believes ~~six~~that ~~months~~no ~~ended~~recently ~~December~~issued 31accounting standards, ~~2025, the~~which ~~Company~~are ~~repurchased~~not ~~and~~yet ~~cancelled 1~~effective,~~486~~ ~~shares~~would ofhave ~~Series C Preferred Stock with~~ a ~~stated~~material ~~value~~impact ofon ~~$148,600~~the ~~for~~accompanying ~~$1,000,000.~~unaudited ~~The~~financial ~~Company made~~statements aas ~~reduction~~ of ~~additional~~March ~~paid in capital of $851~~31,~~400~~ 2026, ~~and~~if noadopted ~~gain~~at orthis ~~loss was recognized in the financial statements~~time.

~~During the six months ended December 31, 2024, an investor converted 2,200 preferred shares with a stated value of $220,000, at a conversion price of $0~~3.~~00095,~~ ~~into~~PROMISSORY ~~231,578,947~~NOTE ~~common shares. No gain or loss was recognized in the financial statements.~~RECEIVABLE

AsOn ofJanuary ~~December~~28, 312026, ~~2025~~the ~~and~~Company ~~June~~loaned 30$400,000 ~~2025~~to a third-party under a secured promissory note, with interest accruing at a rate of 7.5% per annum payable to the Company ~~had~~on 5or by June 30,~~165~~ ~~and~~2026. 6In addition,~~651~~ the ~~shares~~third-party ofwaived ~~Series~~the CCompany’s ~~Preferred~~annual ~~Stock~~consortium ~~outstanding~~membership fee of $50,000, ~~respectively.~~which ~~The~~the ~~fair~~Company ~~value~~has recorded as a discount to be amortized as interest income over the term of the ~~outstanding~~promissory ~~shares~~note ~~was~~receivable. As of March 31, 2026, the Company had a promissory note receivable of $~~516~~371,~~500~~384 ~~and~~net of discount of $~~665~~28,~~100, respectively~~616.

~~4. COMMON STOCK~~10

~~Six~~Interest ~~Months~~receivable ~~Ended~~on ~~December~~the promissory note receivable as of March 31, 2026 ~~2025~~was $5,589 included in interest receivable on the condensed consolidated balance sheet.

~~During~~4. ~~the~~PREFERRED ~~six months ended December 31, 2025 the Company did not issue any shares of its common stock.~~STOCK

~~Six~~Series ~~Months~~C ~~Ended~~Preferred ~~December 31, 2024~~Stock

On ~~November~~December 1115, ~~2022~~2021, the Company ~~entered~~filed ~~into~~ a ~~Purchase~~certificate of ~~Agreement~~designation ~~with~~of anSeries ~~investor~~C ~~for~~Preferred Stock with the ~~sale~~Secretary of upState toof ~~$45~~Nevada,~~000~~ 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. ~~For~~The Series C Preferred Stock holders are entitled to receive out of any funds and assets of the ~~six~~Company ~~months~~legally ~~ended~~available ~~December~~prior and in preference to any declaration or payment of any dividend on the common stock of the Company, 31cumulative dividends, ~~2024~~at an annual rate of 10% of the stated value, payable in cash or shares of common stock. In the event the Company declares ~~issued 118,513,734~~ or pays a dividend on its shares of common stock ~~for~~(other $2than dividend payable in shares of common stock),~~250,000 under~~ the ~~purchase~~holders ~~agreement~~of atSeries C ~~prices~~Preferred Stock will also be entitled to receive payment of ~~$0.0156~~ such dividend on an as-converted $0basis.~~02024~~ The Series C Preferred Stock confers no voting rights on holders, ~~pursuant~~except with respect to ~~purchase~~matters ~~notices~~that ~~received~~materially ~~from~~and adversely affect the ~~investor.~~voting ~~The~~powers, ~~finance~~rights ~~cost~~or preferences of ~~$48~~the Series C Preferred Stock or as otherwise required by applicable law. Upon liquidation,~~075 was~~ ~~deducted~~dissolution ~~from~~and winding up of the Company, ~~gross~~the ~~proceeds~~holders ~~received~~of Series C Preferred Stock will be entitled to receive, ~~leaving~~before ~~net~~any ~~proceeds~~payments will made or any assets distributed to the holders of $2the common stock,~~201,925~~ 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.

OnThe ~~November~~Series ~~22,~~C ~~2024,~~Preferred ~~the~~Stock ~~Company~~is ~~issued~~presented ~~231,578,947~~as mezzanine ~~shares~~equity ofbecause ~~common~~it ~~stock,~~is ~~upon~~redeemable ~~conversion~~at ofa ~~2,200~~fixed ~~shares~~or ofdeterminable ~~preferred~~amount ~~stock~~upon ~~with~~an aevent ~~stated~~that ~~value~~is outside of ~~$220,000~~the atCompany’s ~~a conversion price of $0~~control.~~00095.~~

11During the nine months ended March 31, 2026, the Company repurchased and cancelled 1,486 shares of Series C Preferred Stock with a stated value of $148,600 for $1,000,000 and made a reduction of additional paid in capital of $851,400 and no gain or loss was recognized in the financial statements. During the nine months ended March 31, 2026, the Company converted 2,400 preferred shares with a stated value of $240,000, at a conversion price of $0.00095, into 252,631,579 common shares and made a reduction of additional paid in capital of $12,632 and no gain or loss was recognized in the financial statements.

5During the nine months ended March 31, 2025, an investor converted 2,200 preferred shares with a stated value of $220,000, at a conversion price of $0.00095, ~~STOCK~~into ~~INCENTIVE~~231,578,947 ~~PLANS~~common shares. No gain or loss was recognized in the financial statements.

~~2019~~As ~~Equity~~of March 31, 2026 and June 30, 2025, the Company had 2,765 and 6,651 shares of Series C Preferred Stock ~~Incentive~~outstanding, ~~Plan~~respectively. The fair value of the outstanding shares was $276,500 and $665,100, respectively.

~~On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the 2019 Plan”), with 300,000,000 shares reserved for issuance~~5. ~~The~~COMMON 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.STOCK

AsNine ofMonths ~~December~~Ended March 31, ~~2025, under the 2019 Equity Incentive Plan, there were 279,270,561 stock options and shares issued, with 20,729,439 shares remaining available for issuance.~~2026

~~2022~~On ~~Equity~~June ~~Stock~~3, ~~Incentive~~2024, ~~Plan~~the Company entered into a purchase agreement with an investor for the sale of up to $50,000,000 of shares of common stock. For the nine months ended March 31, 2026, the Company issued 36,914,063 shares of common stock for $750,000 under the purchase agreement at prices of $0.01948 - $0.02000, pursuant to purchase notices received from the investor. The finance cost of $18,123 was deducted from the gross proceeds received, leaving net proceeds of $731,877.

On ~~January~~March 2712, ~~2022~~2026, the Company ~~adopted~~issued ~~the 2022 Equity Incentive Plan~~252, ~~to enable the Company to attract and retain the types of employees~~631, ~~consultants, and directors who will contribute~~579 ~~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~~upon ~~number~~conversion of ~~shares~~2,400 ~~will automatically be increased 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~~preferred ~~Company’s~~stock ~~fully~~with ~~diluted~~a ~~capitalization~~stated onvalue ~~the first day~~ of ~~the Company’s fiscal year~~$240,000 ~~unless~~at ~~the Board adopts~~ a ~~resolution~~conversion ~~providing~~price ~~that the number~~ of ~~shares issuable under the 2022 Plan shall not be so increased~~$0.00095.

As of July 1, 2025, the maximum number of shares issuable under the 2022 Equity Incentive Plan was increased to 996,837,064 shares, based on the Company’s fully diluted capitalization of 6,356,991,335. As of December 31, 2025, there were 348,600,000 stock options and shares issued, with 648,237,064 shares remaining available for issuance.11

6.Nine ~~STOCK~~Months ~~OPTIONS~~Ended ~~AND~~March ~~WARRANTS~~31, 2025

~~Options~~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 nine months ended March 31, 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 received, leaving net proceeds of $2,201,925.

~~Transactions~~On ~~involving~~November ~~our~~22, ~~options~~2024, ~~are~~the ~~summarized~~Company issued 231,578,947 asshares ~~follows:~~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.

					Weighted
			Weighted		Average
			Average		Grant-Date
	Number of		Exercise		Per Share
	Options		Price		Fair Value
Options outstanding at June 30, 2025		428,965,911	$	0.013	$	0.012
Granted		-	$	-	$	-
Canceled/Expired		-	$	-	$	-
Exercised		-	$	-	$	-
Options outstanding at December 31, 2025		428,965,911	$	0.013	$	0.012

STOCK INCENTIVE PLANS

~~Details~~2019 ofEquity ~~our~~Stock ~~options~~Incentive ~~outstanding~~Plan ~~as of December 31, 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)
	338,465,911				0.012				3.42				3.42

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.

~~Total~~As ~~stock~~of ~~compensation~~March ~~expense~~31, ~~related~~2026, tounder the ~~options~~ ~~for~~2019 ~~the six months ended December~~Plan, ~~2025~~there were ~~and 2024~~279,270,561 ~~was~~stock ~~$558,734~~options and ~~$183,497,~~shares ~~respectively. As of December 31~~issued, ~~2025~~with ~~there was approximately $1.1 million of unrecognized compensation cost related to the Options~~20,729,439 ~~which~~shares ~~is expected to be recognized over a~~ remaining ~~weighted-average vesting~~available ~~period~~for ~~of approximately 0~~issuance.~~95 years.~~

122022 Equity Stock Incentive Plan

~~Warrants~~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.

~~Transactions~~As ~~involving~~of ~~our~~July ~~warrants~~1, ~~are~~2025, ~~summarized~~the maximum number of shares asissuable ~~follows:~~under the 2022 Equity Incentive Plan increased to 996,837,064 shares, based on the Company’s fully diluted capitalization of 6,356,991,335. As of March 31, 2026, there were 348,600,000 stock options and shares issued, with 648,237,064 shares remaining available for issuance under the 2022 Plan.

			Weighted
	Number of Shares		Average Exercise Price
Warrants outstanding at June 30, 2025		78,095,239	$	0.121
Issued		-	$	-
Canceled/Expired		-	$	-
Exercised		-	$	-
Warrants outstanding at December 31, 2025		78,095,239	$	0.121

STOCK OPTIONS AND WARRANTS

~~Details of our warrants outstanding as of December 31, 2025, is as follows:~~Options

Warrants Exercisable				Weighted Average Contractual Life of Warrants Outstanding and Exercisable (Years)
	78,095,239				0.17

Transactions involving our options are summarized as follows:

7. EQUITY SECURITIES, RELATED PARTY

					Weighted
					Average
			Weighted		Grant-Date
	Number of		Average		Per Share
	Options		Exercise Price		Fair Value
Options outstanding at June 30, 2025		428,965,911	$	0.013	$	0.012
Granted		-	$	-	$	-
Canceled/Expired		-	$	-	$	-
Exercised		-	$	-	$	-
Options outstanding at March 31, 2026		428,965,911	$	0.015	$	0.013

On November 11, 2022, the Company entered into a subscription agreement with TECO 2030 ASA (“TECO”). TECO was a Norwegian based clean tech company developing zero-emission technology for the maritime and heavy industry. They were 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 was 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 an 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 2023.12

~~Also,~~Details ~~on November 11, 2022 the Company purchased a bond receivable~~ of ~~TECO~~our ~~for~~options aoutstanding subscription amount of $3 million. The issuance of the bond receivable was through a Tap Issue Addendum to TECO’s secured convertible notes agreement dated June 1, 2022, pursuant to which Nordic Trustee AS was 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~~March ~~at a rate of NOK 5.0868 per share. The note bore interest at the rate of 8% per annum, which was paid quarterly in arrears. For the six months ended December~~ 31, ~~2023~~2026, ~~the~~is ~~Company~~as ~~recognized interest income of $114,652.~~follows:

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.

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)
338,465,911		0.012		4.21		4.21

OnTotal ~~September~~stock ~~10,~~compensation ~~2024,~~expense ~~after~~related ~~a delay~~ to ~~allow~~the ~~time~~options for ~~legal~~the ~~review~~nine ~~and~~months ~~clarification~~ended ofMarch ~~the~~31, ~~investment~~2026 ~~statements~~and 2025, ~~the~~was ~~bond~~$838,102 ~~was~~and ~~returned~~$600,484, respectively. ~~Upon~~As ~~receipt~~ of ~~the~~March 1531,~~884,744~~ ~~shares,~~2026 ~~the Company~~there ~~owned~~was aapproximately $0.8 ~~total~~million of ~~29,328,619~~unrecognized ~~shares,~~compensation ~~which~~cost asrelated ofto ~~September~~the 30options, ~~2024~~which ~~represented~~is ~~approximately~~expected ~~13.29%~~to ofbe ~~the~~recognized ~~outstanding~~over ~~shares~~a remaining weighted-average vesting period of ~~TECO~~approximately 0.70 years.

13Warrants

~~The~~Transactions ~~CEO~~involving ofour ~~the~~warrants ~~Company~~are ~~elected to not seek reelection~~summarized ~~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.~~follows:

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 December 31, 2025.

				Weighted
	Number of			Average
	Warrants			Exercise Price
Warrants outstanding at June 30, 2025		78,095,239		$	0.121
Issued		-		$	-
Canceled/Expired		(78,095,239	)	$	0.121
Exercised		-		$	-
Warrants outstanding at March 31, 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 ASA8. ~~TECO~~EQUITY ~~HOLDINGS AS then agreed to transfer shares in Newco equal to 13.32% or 39~~SECURITIES,~~350,000~~ ~~shares~~RELATED 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. Hans-Peter Klein, Director of Business Operations for SunHydrogen was appointed to the board on July 27, 2025. Due to there being no readily determinable fair value, the Company elected to value their investment in Newco at cost 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.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 was 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 ~~following~~shares ~~table~~purchased ~~summarizes~~are ~~our~~adjusted ~~equity~~to ~~investments~~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.

Date of Investment	Number of Shares		Cost Basis		Fair Value as of June 30, 2025		Unrealized Loss		Fair Value as of December 31, 2025
November 24, 2022		13,443,875	$	7,000,000	$	-	$	-	$	-
May 24, 2024		15,884,744		3,139,302		-		-		-
December 31, 2025		72,818		24,600		-		-		-
Total		29,401,437	$	10,163,902	$	-	$	-	$	-

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 nine months ended March 31, 2024, the Company recognized interest income of $171,573.

8In April of 2024, all investors of TECO bonds received an option to convert their bonds to receive one share for every two NOK. ~~INVESTMENT~~On ~~INCOME~~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.

~~The following table summarizes our investment income.~~13

	December 31, 2025		December 31, 2024
Interest earned on cash (NOTE 2)	$	481,002	$	675,207
Interest earned on Treasury Bills (NOTE 2)		170,997		240,475
Dividends and other		1,249		3,686
Total investment income	$	653,248	$	919,368

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 owned a total of 29,328,619 shares, which as of September 30, 2024 represented approximately 13.29% of the outstanding shares of TECO.

9The CEO of the Company elected to not seek reelection to the board of directors at the annual general meeting in June 2024 and is no longer a director of TECO after June 19, 2024. ~~COMMITMENTS~~The ~~AND~~CEO of ~~CONTINGENCIES~~the Company never received compensation of any kind for his role as director from January of 2023 through June 19, 2024.

~~Effective~~During ~~October~~December 1, 2024, it came to the Company ~~extended~~’s ~~its~~attention ~~research~~that ~~agreement~~TECO ~~with~~filed ~~the~~for ~~University~~bankruptcy ofand ~~Iowa~~their ~~through~~shares ~~September~~were ~~30,~~suspended ~~2025.~~from Astrading ~~consideration~~on ~~under~~ the ~~research~~Euronext ~~agreement,~~Growth ~~the~~on ~~University of~~Oslo ~~Iowa~~Stock ~~will~~Exchange. ~~receive~~In January ~~a maximum of $302~~2025,~~459~~ ~~from~~TECO ~~the~~was ~~Company~~delisted. inBased ~~four~~on ~~equal~~these ~~installments of $75~~events,~~615.~~ ~~The~~the ~~agreement~~Company ~~can~~determined bethe ~~terminated~~fair ~~by either~~value ~~party~~of ~~upon~~their ~~sixty~~shares ~~(60)~~was ~~days~~$0 ~~prior~~as ~~written notice to the other. As~~ of ~~December~~March 31, ~~2025, further extensions of this agreement were under negotiations~~2026.

~~Effective~~On ~~August~~December 417, ~~2025~~2024, the Company ~~extended its~~entered ~~research~~a share allocation agreement with ~~the~~TECO ~~University~~HOLDING ofAS, ~~Michigan~~in ~~through~~which ~~September~~Bacchus 30AS (“Newco”, ~~2026.~~a Aswholly ~~consideration~~owned ~~under~~subsidiary ~~the~~of ~~research~~TECO ~~agreement~~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 ~~University~~in ofNewco ~~Michigan~~equal ~~will~~to ~~receive~~13.32% aor ~~maximum~~39,350,000 shares of ~~$101,888~~Newco ~~from~~to the Company free of charge, encumbrances, and other liens. InConcurrently with the ~~event~~transfer of ~~early~~shares ~~termination~~under bythe allocation agreement, a representative of the Company, whenever preferred, is appointed to the ~~Company~~board ~~will~~of ~~pay~~directors ~~all~~of ~~costs~~Newco. ~~accrued~~Hans-Peter byKlein, Director of Business Operations for SunHydrogen was appointed to the ~~University~~board ason ofJuly 27, 2025. Due to there being no readily determinable fair value, the ~~date~~Company elected to value their investment in Newco at cost minus impairment which, as of ~~termination~~June 30, ~~including~~2025, ~~non-cancellable~~was ~~obligations~~$0. AsIf, ofin ~~December~~the 31future, the Company identifies observable price changes in orderly transactions for an ~~2025~~identical or similar investment, we ~~owed~~may ~~the~~measure ~~University~~our ofinvestment ~~Michigan~~in ~~$21,611~~Newco ~~under~~at fair value as of the ~~agreement~~date the observable transaction occurred.

14The following table summarizes our equity investments in TECO:

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 December 31, 2025, we owed the University of Texas $429,930 under the agreement.

Date of Investment	Number of Shares		Cost Basis		Fair Value as of June 30, 2025		Unrealized Loss		Fair Value as of March 31, 2026
November 24, 2022		13,443,875	$	7,000,000	$	-	$	-	$	-
May 24, 2024		15,884,744		3,139,302		-		-		-
December 31, 2025		72,818		24,600		-		-		-
Total		29,401,437	$	10,163,902	$	-	$	-	$	-

~~The Company began renting lab space in February 2022~~9. ~~The~~INVESTMENT lab rental is on a month-to-month basis and is cancellable with a thirty (30) day notice. On April 1, 2025, the Company renewed the space needed for its lab work at a monthly rent of $7,900 per month. On October 1, 2025, the Company renewed the space needed for its lab work at a monthly rent of $11,100 per month. Due to the rental being month-to-month, ASC 842 lease accounting is not applicable.INCOME

InThe ~~the~~following ~~normal~~table ~~course~~summarizes ofour ~~business, the Company~~investment ~~may be involved in legal proceedings, claims and assessments arising in the ordinary course of business~~income. 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.

11. RELATED PARTY

	Nine Months Ended March 31, 2026		Nine Months Ended March 31, 2025
Interest earned on cash (NOTE 2)	$	719,183	$	963,243
Interest earned on Treasury Bills (NOTE 2)		247,452		348,742
Dividends and other		1,773		4,997
Total investment income	$	968,408	$	1,316,982

~~Loan~~10. ~~from~~COMMITMENTS ~~CEO~~AND CONTINGENCIES

~~During~~Effective ~~the~~October ~~period ended December 31~~1, ~~2022~~2025, the Company ~~entered~~extended its ~~into~~research aagreement ~~$211,750 loan~~ with the ~~Company’s~~University ~~CEO~~of ~~for~~Iowa ~~the~~through ~~repayment~~September of30, ~~accrued salary expense~~2026. ~~The~~As ~~loan~~consideration ~~bore~~under ~~interest of~~the ~~five~~research ~~percent~~agreement, ~~(5%)~~the ~~and~~University of ~~was~~Iowa towill bereceive ~~repaid~~a ~~with~~maximum ~~monthly payments~~ of $9300,~~290,~~000 from ~~including~~the ~~interest~~Company ~~and~~in ~~principal~~four ~~over~~equal ainstallments ~~two-year period. As~~ of ~~December 31~~$75,000. ~~2025~~The ~~and~~agreement ~~June~~can ~~30,~~be ~~2025,~~terminated by ~~the~~either ~~principal~~party ~~balance~~upon ~~remaining~~sixty on(60) ~~the~~days ~~loan~~prior ~~was~~written ~~$0,~~notice ~~respectively~~to ~~and interest paid during~~ the ~~six~~ ~~months~~other. ~~ended~~As ~~December~~of March 31, ~~2025~~2026, ~~and~~there ~~2024~~is ~~was~~a $0balance ~~and~~due of $~~620~~150,000 ~~respectively~~per the agreement.

~~Other Related Party Activity~~14

~~See~~Effective ~~Note~~August 74, ~~for~~2025, ~~related~~the ~~party~~Company ~~transactions~~extended its research agreement with the University of Michigan through September 30, 2026. As consideration under the research agreement, the ~~respect~~University toof ~~TECO~~Michigan ~~2030~~will Areceive a maximum of $101,888 from the Company.S 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.A. ~~and~~As ~~Newco~~of March 31, 2026, we owed the University of Michigan $20,527 under the agreement.

12Effective June 1, 2025, the Company entered into a research agreement with the University of Texas at Austin through June 30, 2026. ~~SUBSEQUENT~~As ~~EVENTS~~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 March 31, 2026, we owed the University of Texas $286,620 under the agreement.

~~Management~~Effective ~~evaluated~~January ~~subsequent~~30, ~~events~~2026, asthe ofCompany entered into a technology and manufacturing service agreement with CTF Solar GmbH through January 30, 2028. As consideration under the service ~~date~~agreement, CTF Solar GmbH will receive a maximum of $2,000,000 from the ~~financial~~Company. ~~statements~~In ~~pursuant~~the toevent ~~ASC~~of ~~TOPIC~~early ~~855~~termination ~~and~~by ~~had~~the Company, the Company ~~following~~will ~~subsequent~~pay ~~events~~all cost accrued by CTF Solar GmbH as of the date of termination, including non-cancellable obligations. As of March 31, 2026, no amount was owed to ~~report~~CTF Solar GmbH under the agreement.

The Company ~~received~~began ~~$500~~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,~~000~~ ~~for~~2025, the ~~issuance~~Company renewed the space needed for its lab work at a monthly rent of 24$7,~~414~~900 per month. On October 1,~~063~~ ~~shares~~2025, the Company renewed the space needed for its lab work at a monthly rent of $11,100 per month. Due to the ~~Company’s~~rental ~~common~~being ~~stock~~month-to-month, ASC 842 lease accounting is not applicable.

~~The~~In the normal course of business, the Company may ~~entered~~be ~~into~~involved ain ~~$400~~legal proceedings,~~000~~ ~~promissory~~claims and assessments arising in the ordinary course of business. Such matters are subject to many ~~note~~uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a ~~third-party~~material adverse effect on the Company’s financial position or results of operation.

~~Subsequent~~11. toRELATED ~~December 31, 2025, the Company entered into a Technology and Manufacturing Services agreement with a third party.~~PARTY

15Loan from CEO

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 March 31, 2026 and June 30, 2025, the principal balance remaining on the loan was $0, respectively and interest paid during the nine months ended March 31, 2026 and 2025 was $0 and $620, respectively.

Other Related Party Activity

See Note 8 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 the following subsequent events to report.

The Company issued 45,000,000 stock options, under its 2022 Equity Incentive Plan, to three SunHydrogen GmbH employees on April 23, 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement Regarding Forward-Looking Statements

The information in this report may contain forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in our reports filed with the Securities and Exchange Commission, or the SEC. These factors may cause our actual results to differ materially from any 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.

Unless the context otherwise requires, references in this Form 10-Q to “we,” “us,” “our,” ~~“SunHydrogen”~~ or the “Company” 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 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.

We believe the SunHydrogen solution we are developing potentially offers an efficient and cost-effective way to produce 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 are developing what we believe is a low-cost method to potentially produce environmentally friendly renewable hydrogen.

In parallel, we are developing a new methodology that utilizes commercially available, mass-produced thin-film solar cells and modules, which 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.

We believe renewable hydrogen has already proven itself to be a key solution in helping the world meet climate targets, and we believe our technology potentially offers solutions to the challenges that the hydrogen future presents, including cost of production and transportation.

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

With a target cost of $2.50/kg., we aspire for our technology to be cost-competitive with brown hydrogen and below the cost of clean hydrogen competitors. We believe our solution has the potential to clear a path for renewable hydrogen to compete with natural gas hydrogen and gain mass market acceptance as a true replacement for fossil fuels.

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

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 ~~September~~March 3031, 2025, 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 ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026, and does not believe that any recently issued, ~~but~~ but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. Pronouncements are disclosed in notes to the financial statements.

17Results of Operations for the Three Months ended March 31, 2026 compared to Three Months Ended March 31, 2025

Results of Operations for the Three Months ended December 31, 2025 compared to Three Months Ended December 31, 2024

Revenues

Revenues for the three months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025 were $0.

Operating Expenses

Operating expenses for the three months ended ~~December~~March 31, ~~2025~~2026 were $1,~~668~~729,~~661~~122, compared to $12,~~257~~137,~~942~~689 for the three months ended ~~December~~March 31, ~~2024.~~ 2025. The net change of $41408,~~719~~567 in operating expenses consisted primarily of ~~increases~~decreases in research and development costs, inand general and ~~administrative~~ administrative expenses ~~and~~offset by increases in selling and marketing ~~expenses due to increased efforts in operations~~costs.

Other Income/(Expenses)

Other income and (expenses) for the three months ended ~~December~~March 31, ~~2025~~2026 were $~~170~~194,~~213~~739, compared to $(2399,~~213,120)~~750 for the three months ended ~~December~~ March 31, ~~2024~~ 2025. The ~~increase~~decrease in other income of $2205,~~383,333~~011 was ~~mainly~~the a result of an unrealized loss on the Company’s ~~investment~~ investments in ~~TECO~~the ~~(Equity~~current period ~~securities,~~whereas ~~related~~the ~~party~~Company had a gain on the ~~Condensed~~Company’s ~~Balance~~investments ~~Sheets)~~ in the ~~prior~~same period ~~compared~~of tothe noprior ~~unrealized~~year, ~~loss~~a ondecrease ~~the~~in ~~Company’s~~interest ~~investment~~on ininvestments ~~TECO~~offset inby ~~the~~increases ~~current~~in ~~year~~other ~~offset~~interest byincome ~~slight~~due ~~changes~~to ina ~~investment~~note ~~income,~~receivable ~~dividend~~entered ~~expenses,~~into ~~and~~during ~~unrealized~~the ~~and~~current ~~realized~~period ~~gain~~whereas the ~~losses~~Company had no note receivable in the ~~current~~same period ~~compared~~of to the prior year.

Net Loss

For the three months ended ~~December~~March 31, ~~2025~~2026, our net loss was $1,~~498~~534,~~448~~383, compared to a net loss of $31,~~471~~737,~~062~~939 for the three months ended ~~December~~ March 31, ~~2024~~2025. The ~~increase~~decrease in net loss of $1203,~~972,614~~556 was ~~primarily~~ due to ~~an unrealized loss on~~ the ~~Company’s~~decrease ~~investment~~ in ~~TECO~~ ~~(Equity~~operating ~~securities,~~expenses ~~related~~offset ~~party~~by on the ~~Condensed~~decrease ~~Balance Sheets)~~ in ~~the~~other ~~prior period compared to no unrealized loss on the Company’s~~income/(expenses) ~~investment~~as inexplained ~~TECO in the current year~~above.

Results of Operations for the ~~Six~~Nine Months ended ~~December~~March 31, ~~2025~~2026 compared to ~~Six~~Nine Months Ended ~~December~~March 31, ~~2024~~2025

Revenues

Revenues for the ~~six~~nine months ended ~~December~~March 31, ~~2025~~ 2026 were $1,250, compared to $0 for the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025. The net change of $1,250 in revenue was due to the Company providing consulting services to a related party during the ~~six~~nine months ended December 31, 2025 with no similar consulting services provided in the same period of the prior year.

Operating Expenses

Operating expenses for the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 were $35,~~593~~320,~~056~~928, compared to $24,~~294~~432,~~369~~058 for the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025. ~~The~~ The net change of $1890,~~298,687~~126 in operating expenses consisted primarily of anincreases ~~increase~~ in research and development costs ~~and general~~, ~~in general~~selling and ~~administrative~~ marketing expenses and ingeneral ~~selling~~ and ~~marketing~~administrative expenses ~~due to increased efforts in operations~~.

Other Income/(Expenses)

Other income and (expenses) for the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 were $~~533~~728,~~580~~319, compared to $(32,~~223~~823,~~531~~781) for the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025. The increase in other income of $3,~~757~~552,~~111~~100 was ~~primarily~~ the result of an unrealized loss on the Company’s investment in TECO (Equity securities, related party on the Condensed Consolidated Balance Sheets) in the prior period compared to no unrealized loss on the Company’s investment in TECO the current year partially offset by ~~slight~~ changes in investment income, dividend expense, and unrealized and realized ~~gain~~ gain and losses.

Net Loss

For the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026, our net loss was $34,~~058~~592,~~226~~609, compared to a net loss of $57,~~517~~255,~~900~~839 for the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025. The decrease in net loss of $2,~~459~~663,~~674~~224 was primarily due to the unrealized loss on the Company’s investment in TECO (Equity securities, related party on the Condensed Consolidated Balance Sheets) in the prior period compared to no unrealized loss on the Company’s ~~investment~~ investment in TECO the current period. In addition, the Company generated minimal revenues in the current period and none in the prior year period and had a large increase in operating expenses in the current period compared to the prior year period due to increased efforts in operations.

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 December 31, 2025, we had working capital of $33,569,593, compared to $37,048,679 as of June 30, 2025. This decrease in working capital of $3,479,086 was primarily due to a decrease in cash and prepaids offset by increases in interest receivable, short-term investments, and total current liabilities.18

~~Cash~~As ~~used~~of inMarch ~~operating~~31, ~~activities was $2~~2026,~~296,510~~ ~~for~~we ~~the~~had working ~~six~~capital ~~months~~of ~~ended December 31~~$33, ~~2025~~053,907, compared to $137,~~568~~048,~~936~~679 ~~for~~as ~~the~~of ~~six~~June ~~months~~30, ~~ended~~2025. ~~December~~This ~~31,~~decrease ~~2024.~~in ~~The~~working ~~net increase~~capital of $~~727~~3,~~574~~994,772 ~~in cash used in operating activities~~ was primarily due to a ~~$2,459,674~~ decrease in ~~the~~cash ~~net loss, a change of $196,744 in prepaid expenses, a change of $360,146 in accounts payable~~ offset by ~~$3,635,272~~increases ~~change~~ in ~~non-cash~~prepaids, ~~net~~note ~~expenses~~receivable, ~~$4,869 change in~~ interest receivable ~~and $103~~,~~997~~ ~~change~~short-term ~~in accrued expenses. In addition~~investments, ~~the~~and ~~Company~~total ~~had revenues in the~~ current ~~period company to none in the prior period~~ liabilities.

Cash used in ~~investing~~operating activities ~~during~~was $3,851,980 for the ~~six~~nine months ended ~~December~~March 31, ~~2025 and December 31~~2026, ~~2024~~compared ~~was~~to $162,~~925~~970,~~335~~810 ~~and~~for $0the nine months ended March 31, ~~respectively~~2025. The net increase of $16881,~~925,335~~ 170 in cash used in ~~investing~~operating activities was due to a $2,663,230 decrease in the ~~purchase~~net loss, a change of ~~short-term~~$255,676 ~~investments~~in ~~offset~~prepaid byexpenses, a ~~the~~change ~~redemption~~in accrued expenses of ~~short~~$70,016, a $3,615,222 change in non-~~term~~cash ~~investments during~~net ~~the~~expenses, ~~six~~and ~~months~~a ~~ended~~$8,584 ~~December~~change 31in interest receivable offset by a change of $426,482 ~~2025~~in ~~with~~accounts nopayable. ~~similar~~In ~~transactions~~addition, the Company had revenues in the ~~six~~current ~~months~~period ~~ended~~compared ~~December~~to ~~31,~~none ~~2024~~in the prior period.

Cash provided by (used) in) ~~financing~~investing activities during the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and ~~December~~March 31, ~~2024~~2025 was $(117,~~000~~033,~~000~~385) and $2(6,~~156~~030,~~096~~113), respectively. The net ~~decrease~~increase of $311,~~156~~003,~~096~~272 in cash ~~provided by (~~used in) ~~financing~~investing activities was due to ~~decreased~~the ~~proceeds from a~~ purchase ~~agreement entered with an investor for the sale~~ of upshort-term toinvestments ~~$45,000,000~~offset ofby ~~common stock during~~ the ~~six months ended December 31, 2024 with no similar~~redemption ~~transactions in the six months ended December 31, 2025 and an increase in cash used for the purchase~~ of ~~Series~~short-term Cinvestments ~~preferred shares~~ during the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 with no similar transactions in the ~~six~~nine months ended ~~December~~March 31, ~~2024~~ 2025.

~~Our~~Cash provided by (used in) ~~ability~~financing toactivities ~~continue~~during asthe anine ~~going~~months ~~concern~~ended isMarch ~~dependent~~31, ~~upon~~2026 ~~raising~~and ~~capital~~March ~~through~~31, ~~financing~~2025 ~~transactions~~was $(668,123) and ~~future~~$2,156,096, ~~revenue~~respectively. ~~Our~~The ~~capital~~net ~~needs~~decrease ~~have~~of ~~primarily~~$2,824,219 ~~been~~in ~~met~~cash provided by (used in) financing activities was due to decreased proceeds from purchase agreements entered with investors for the ~~proceeds~~sale of ~~private~~common ~~placements~~stock, and ~~registered~~an ~~offerings~~increase in cash used for the purchase of ~~our~~Series ~~securities~~C preferred shares and cash used to fund a note receivable with a third-party during the nine months ended March 31, as2026 wewith ~~have~~no ~~not~~similar ~~generated~~transactions in the nine months ~~any~~ended ~~revenues~~March to31, ~~date~~2025.

Our ability to continue as a going concern is dependent upon raising capital through financing transactions and future revenue. Our capital needs have primarily been met from the proceeds of private placements and registered offerings of our securities, as we have not generated any significant revenues to date.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. 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 weakness described 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 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.

As of ~~December~~March 31, ~~2025~~2026, 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 Control Over Financial Reporting

There was no change to our internal control over financial reporting that occurred during our last fiscal quarter ~~ended December 31, 2025~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

There are no material changes from the risk factors previously disclosed in our annual report on Form 10-K filed with the SEC on September 15, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended ~~December~~March 31, ~~2025~~2026, 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 6. Exhibits.

Exhibit No.		Description
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 financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

Filed herewith

Furnished herewith

SIGNATURES

Pursuant to the requirements 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.

February 12, 2026	SUNHYDROGEN, INC.
May 8, 2026	SUNHYDROGEN, INC.
	By:	/s/ Timothy Young
		Timothy Young
		Timothy Young Chief Executive Officer and Acting Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
		Chief Executive Officer and
		Acting Chief Financial Officer
		(Principal Executive Officer,
		Principal Financial Officer and
		Principal Accounting Officer)

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