UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
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.
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).
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 | ☐ |
| ☒ | 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 May 9, 2025 was
SUNHYDROGEN, INC.
INDEX
| Page | |||
| PART I: FINANCIAL INFORMATION | 1 | ||
| Item 1: | Financial Statements (Unaudited) | 1 | |
| Condensed Balance Sheets | 1 | ||
| Condensed Statements of Operations | 2 | ||
| Condensed Statements of Shareholders’ Equity/(Deficit) | 3 | ||
| Condensed Statements of Cash Flows | 4 | ||
| Notes to the Condensed Financial Statements | 5 | ||
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 18 | |
| Item 4: | Controls and Procedures | 18 | |
| PART II: OTHER INFORMATION | 19 | ||
| Item 1 | Legal Proceedings | 19 | |
| Item 1A: | Risk Factors | 19 | |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 19 | |
| Item 3: | Defaults Upon Senior Securities | 19 | |
| Item 4: | Mine Safety Disclosures | 19 | |
| Item 5: | Other Information | 19 | |
| Item 6: | Exhibits | 19 | |
| Signatures | 20 | ||
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SUNHYDROGEN, INC.
CONDENSED BALANCE SHEETS
| March 31, | June 30, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Equity securities, related party | ||||||||
| Short-term investments | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| OTHER ASSETS | ||||||||
| PROPERTY & EQUIPMENT | ||||||||
| Machinery and equipment | ||||||||
| Computers and peripherals | ||||||||
| Vehicle | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| NET PROPERTY AND EQUIPMENT | ||||||||
| INTANGIBLE ASSETS | ||||||||
| Trademark, net of amortization of $ | ||||||||
| Patents, net of amortization of $ | ||||||||
| TOTAL INTANGIBLE ASSETS | ||||||||
| TOTAL OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, PREFERRED STOCK SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and other payables | $ | $ | ||||||
| Accrued expenses | ||||||||
| Loan payable, related party | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMIMENTS AND CONTINGENCIES | ||||||||
| Series C | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Preferred Stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
SUNHYDROGEN, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling and Marketing | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development cost | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME/(EXPENSES) | ||||||||||||||||
| Investment income | ||||||||||||||||
| Dividend expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Unrealized (gain)/loss on change in fair value of investment, related party | ( | ) | ( | ) | ( | ) | ||||||||||
| Unrealized (gain)/loss on change in fair value of short-term investments | ||||||||||||||||
| Realized gain(loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Realized gain(loss) on redemption of marketable securities | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| TOTAL OTHER INCOME (EXPENSES) | ( | ) | ( | ) | ( | ) | ||||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| BASIC & DILUTED EARNINGS (LOSS) PER SHARE | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC & DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
SUNHYDROGEN, INC.
CONDENSED STATEMENTS OF SHAREHOLDER’S DEFICIT
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2025 AND 2024
| Additional | ||||||||||||||||||||||||||||||||
| Preferred stock | Common stock | Paid-in | Accumulated | |||||||||||||||||||||||||||||
| Shares | Amount | Mezzanine | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issuance of common stock upon partial conversion of purchase agreement for cash | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon conversion of Series C Preferred stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2023 (unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of common stock upon partial conversion of purchase agreement for cash | - | |||||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at December 31, 2023 (unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of common stock upon partial conversion of purchase agreement for cash | - | - | ||||||||||||||||||||||||||||||
| Cancellation of restricted stock awards | - | ( | ) | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Stock compensation expense | - | - | - | - | ||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at March 31, 2024 (unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issuance of common stock upon partial conversion of purchase agreement for cash | ||||||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2024 (unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| Preferred stock converted to common stock | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at December 31, 2024 (unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at March 31, 2025 (unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
SUNHYDROGEN, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||
| Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities | ||||||||
| Depreciation & amortization expense | ||||||||
| Stock based compensation expense for services | ||||||||
| Cancellation of restricted stock awards | ( | ) | ||||||
| Realized loss on sale of investment | ||||||||
| Unrealized (gain)/loss on change in fair value of investment, related party | ||||||||
| Unrealized (gain)/loss on change in fair value of short-term investments | ( | ) | ||||||
| Change in assets and liabilities : | ||||||||
| Interest receivable on certificate of deposit | ( | ) | ||||||
| Prepaid expense | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Short-term investments purchased | ( | ) | ||||||
| Marketable securities purchased | ( | ) | ||||||
| Marketable securities redeemed | ||||||||
| Marketable securities transferred to new account | ||||||||
| Purchase of certificate of deposit | ( | ) | ||||||
| Purchase of marketable securities unsettled | ||||||||
| Redemption of short-term investments in corporate securities | ||||||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of related party note payable | ( | ) | ( | ) | ||||
| Net proceeds from common stock purchase agreements | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents - beginning of period | ||||||||
| Cash and cash equivalents - end of period | ||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||||||||
| Conversion of Series C Preferred shares to common stock | $ | $ | ||||||
| Cancellation of restricted stock units | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
SUNHYDROGEN, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2025
(Unaudited)
| 1. | ORGANIZATION AND LINE OF BUSINESS |
Organization
SunHydrogen, Inc. (the “Company”)
was incorporated in the state of Nevada on
Line of Business
The company is currently developing a novel solar-powered nanoparticle system that mimics photosynthesis to separate hydrogen from water. We intend for technology of this system to be used for the production of renewable hydrogen to produce renewable electricity and hydrogen for fuel cells and other applications where hydrogen is used.
SunHydrogen is developing an efficient and cost-effective way to produce green hydrogen using sunlight and any source of water. Just like a solar panel is comprised of multiple cells that generate electricity, our hydrogen panel encases multiple hydrogen generators immersed in water. Each hydrogen generator contains billions of electroplated nanoparticles, autonomously splitting water into hydrogen and oxygen. We believe our technology has the potential to be one of – if not the most – economical green hydrogen solutions: Unlike traditional water electrolysis for hydrogen, our process requires no external power other than sunlight and uses efficient and low-cost materials.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The 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 nine months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ended June 30, 2025. 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, 2024.
Cash and Cash Equivalent
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
The following table provides detail of our cash and cash equivalents.
| March 31, 2025 | June 30, 2024 | |||||||
| Cash | $ | $ | ||||||
| U.S. Treasury bills | ||||||||
| Total cash and cash equivalents | $ | $ | ||||||
The U.S. Treasury bills have a credit quality indicator of AA/A.
5
Short Term Investments
The Company’s short-term investments are carried at fair value with changes in fair value recognized in net income.
The following table provides detail of our short-term investments as of March 31, 2025, which consisted of U.S. Treasury bills with an original maturity of more than three months.
| Purchase Date | Maturity Date | Cost Basis of Investment | Fair Value of Investment | |||||||
| January 31, 2025 | $ | $ | ||||||||
| February 14, 2025 | ||||||||||
| February 28, 2025 | ||||||||||
| March 7, 2025 | ||||||||||
| March 21, 2025 | ||||||||||
| March 28, 2025 | ||||||||||
| $ | $ | |||||||||
During the three months ended March 31, 2025,
the Company recognized a gain on change in fair value of short-term investments of $
Concentration risk
Cash includes amounts deposited in financial institutions
in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances
in certain bank accounts in excess of the FDIC limits. As of March 31, 2025, the cash balance in excess of the FDIC limits was $
Use of Estimates
In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, fair value of financial instruments, and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.
Property and Equipment
Property and equipment are stated at cost and are depreciated using straight line over their estimated useful lives.
| Computers and peripheral equipment | ||
| Vehicle |
The Company recognized
depreciation expense of $
6
Intangible Assets
The Company has patent applications to protect
the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules
traditionally made from petroleum-based film.
| Useful Lives | March 31, 2025 | June 30, 2024 | ||||||||
| Trademark-gross | $ | $ | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||||
| Trademark-net | $ | $ | ||||||||
| Patents-gross | $ | $ | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||||
| Patents-net | $ | $ | ||||||||
The Company recognized amortization expense of
$
Future Amortization Expense
| Year | Amount | |||
| 2025 (remaining) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ | ||||
Impairment of Long-lived Assets
The Company applies the provisions of ASC 360, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the nine months ended March 31, 2025 and 2024, the Company determined impairment was required.
Net Earnings (Loss) per Share Calculations
Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the three and nine months ended March 31, 2025 and 2024. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards, if dilutive.
The total potential common shares as of March
31, 2025, include
7
The total potential common shares as of March
31, 2024, include
Stock Based Compensation
The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.
Warrant Accounting
The Company accounts for warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.
Fair Value of Financial Instruments
Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of March 31, 2025, the amounts reported for cash, accounts payable and other payables, and accrued expenses 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.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).
These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
8
We measure certain financial instruments at fair
value on a recurring basis.
March 31, 2025
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Equity securities, related party | $ | $ | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
June 30, 2024
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Equity securities, related party (see Note 7) | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
As of March 31, 2025, the Equity securities, related party had a fair
value of $
Research and Development
Research and development costs are expensed as
incurred. Total research and development costs were $
Advertising and Marketing
Advertising and marketing cost are expensed as
incurred. Total advertising and marketing costs were $
Accounting for Derivatives
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Recently Issued Accounting Pronouncements
Management believes that no recently issued accounting standards, which are not yet effective, would have a material impact on the accompanying unaudited financial statements as of March 31, 2025, if adopted at this time.
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
| 3. | PREFERRED STOCK |
Series C Preferred Stock
On December 15, 2021, the Company filed a certificate
of designation of Series C Preferred Stock with the Secretary of State of Nevada, designating
9
The Series C Preferred Stock is presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the Company’s control.
During the nine months ended March 31, 2025, an
investor converted
During the nine months ended March 31, 2024, an
investor converted
As of March 31, 2025 and June 30, 2024, the Company
had
| 4. | COMMON STOCK |
Nine Months Ended March 31, 2025
On November 11, 2022, the Company entered into
a Purchase Agreement with an investor for the sale of up to $
On November 22, 2024, the Company issued
Nine Months Ended March 31, 2024
On November 11, 2022, the Company entered into
a Purchase Agreement with an investor for the sale of up to $
On September 8, 2023, the Company issued
| 5. | STOCK INCENTIVE PLANS |
2019 Equity Stock Incentive Plan
On December 17, 2018, the Board of Directors adopted
the 2019 Equity Incentive Plan (“the 2019 Plan”), under which
10
As of March 31, 2025, under the 2019 Plan, there
were
2022 Equity Stock Incentive Plan
On January 27, 2022, the Company adopted the 2022
Equity Incentive Plan (the “2022 Plan”), to enable the Company to attract and retain the types of employees, consultants,
and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be
issued under the 2022 Plan is initially
As of July 1, 2024, the maximum number of shares
issuable under the 2022 Equity Incentive Plan increased to
| 6. | STOCK OPTIONS AND WARRANTS |
Options
Transactions involving our options are summarized as follows:
| Weighted | ||||||||||||
| Average | ||||||||||||
| Weighted | Grant-Date | |||||||||||
| Number of | Average | Per Share | ||||||||||
| Options | Exercise Price | Fair Value | ||||||||||
| Options outstanding at June 30, 2024 | $ | $ | ||||||||||
| Granted | $ | $ | ||||||||||
| Canceled/Expired | ( | ) | $ | $ | ||||||||
| Exercised | $ | $ | ||||||||||
| Options outstanding at March 31, 2025 | $ | $ | ||||||||||
Details of our options outstanding as of March 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) | |||||||||||
Total stock compensation expense related to the
options for the nine months ended March 31, 2025 and 2024, was $
11
Warrants
Transactions involving our warrants are summarized as follows:
| Weighted | ||||||||
| Number of | Average | |||||||
| Warrants | Exercise Price | |||||||
| Warrants outstanding at June 30, 2024 | $ | |||||||
| Issued | $ | |||||||
| Canceled/Expired | $ | |||||||
| Exercised | $ | |||||||
| Warrants outstanding at March 31, 2025 | $ | |||||||
Details of our warrants outstanding as of March 31, 2025, is as follows:
| Warrants Exercisable | Weighted Average Contractual Life of Warrants Outstanding and Exercisable (Years) | |||||
| 7. | EQUITY SECURITIES, RELATED PARTY |
On November 11, 2022, the Company entered into
a subscription agreement with TECO 2030 ASA (“TECO”). TECO is a Norwegian based clean tech company developing zero-emission
technology for the maritime and heavy industry. They are developing PEM hydrogen fuel cell stacks and PEM hydrogen fuel cell modules,
that enable ships and other heavy-duty applications to become emissions-free. TECO is listed on Euronext Growth on Oslo Stock Exchange
under the ticker TECO. Pursuant to the subscription agreement, the Company purchased
Also, on November 11, 2022 the Company purchased
a bond receivable of TECO for a subscription amount of $
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
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
The CEO of the Company elected to not seek reelection to the board of directors at the annual general meeting in June and is no longer a director of TECO after June 19, 2024. The CEO of the Company never received compensation of any kind for his role as director from January of 2023 through June 19, 2024.
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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 $
On December 17, 2024, the Company entered a share
allocation agreement with TECO HOLDING AS, in which Bacchus AS (“Newco” and a wholly owned subsidiary of TECO HOLDINGS AS)
intends to acquire the shares and other assets owned by TECO 2030 ASA. TECO HOLDINGS AS then agreed to transfer shares in Newco equal
to
The following table summarizes our equity investments in TECO:
| Date of Investment | Number of Shares | Cost Basis | Fair Value as of June 30, 2024 | Unrealized Loss | Fair Value as of March 31, 2025 | |||||||||||||||
| November 24, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| May 24, 2024 | ( | ) | ||||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||||||
| 8. | INVESTMENT INCOME |
The following table summarizes our investment income.
| Nine Months Ended March 31, 2025 | Nine Months Ended March 31, 2024 | |||||||
| Interest earned on cash (NOTE 2) | $ | $ | ||||||
| Interest earned on Treasury Bills (NOTE 2) | ||||||||
| Interest earned on Certificates of Deposit [1] | ||||||||
| Interest earned on TECO bond (NOTE 7) | ||||||||
| Dividends and other | ||||||||
| Total investment income | $ | $ | ||||||
| [1] |
| 9. | COMMITMENTS AND CONTINGENCIES |
Effective October 1, 2024, the Company extended
its research agreement with the University of Iowa through September 30, 2025. As consideration under the research agreement, the University
of Iowa will receive a maximum of $
Effective October 1, 2024, the Company extended
its research agreement with the University of Michigan through September 30, 2025. As consideration under the research agreement, the
University of Michigan will receive a maximum of $
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The Company began renting lab space in February
2022. The lab rental is on a month-to-month basis and is cancellable with a thirty (30) day notice. On April 1, 2024, the Company renewed
the space needed for its lab work at a monthly rent of $
In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operation.
| 11. | RELATED PARTY |
Shareholders Loan
During the period ended December 31, 2022, the
Company entered into a $
Other Related Party Activity
See Note 7 for related party transactions with respect to TECO 2030 A.S.A. and Newco.
| 12. | SUBSEQUENT EVENTS |
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855 and had the following subsequent events to report.
On April 7, 2025, Woosuk Kim provided notice of
his resignation as Chief Operating Officer and Director of the Company. The resignation was effective April 11, 2025. As of the date of
resignation, none of Woosuk Kim’s stock options had vested. Therefore, stock option expense previously recognized of $
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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,” 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.
The SunHydrogen solution offers an efficient and cost-effective way to produce truly green hydrogen using sunlight and any source of water. Our core technology is a self-contained, nanoparticle-based hydrogen generator that mimics photosynthesis to split water molecules, resulting in hydrogen. By optimizing the science of water electrolysis at the nano-level, we believe we have developed a low-cost method to potentially produce environmentally friendly renewable hydrogen.
We believe renewable hydrogen has already proven itself to be a key solution in helping the world meet climate targets, and we believe our technology potentially offers solutions to the challenges that the hydrogen future presents, including cost of production and transportation.
Because our process only requires sunlight and water, our technology can be installed near the point of hydrogen use. This eliminates the need for pipelines and trucks that result in high carbon emissions and high capital investment. Additionally, because our process directly uses the electrical charges created by sunlight to generate hydrogen, our nanoparticle technology does not rely on grid power or require the costly power electronics that conventional electrolyzers do. Lastly, our planned scalable system configuration of many individual hydrogen-generating panels ensures redundancy, security and stability.
With a target cost of $2.50/kg., we aspire for our technology to be cost-competitive with brown hydrogen and below the cost of clean hydrogen competitors. We believe our solution has the potential to clear a path for green hydrogen to compete with natural gas hydrogen and gain mass market acceptance as a true replacement for fossil fuels.
Our technology is primarily developed at three laboratories - our independent laboratory in Coralville, Iowa, the SunHydrogen laboratory at the University of Iowa, and the Singh laboratory at University of Michigan.
Additionally, in parallel to the ongoing development of our own technology, we may begin pursuing synergistic strategic investments in the hydrogen space. SunHydrogen is committed to furthering renewable hydrogen technology to grow the hydrogen ecosystem, and we are actively pursuing opportunities for investment and acquisition of complimentary hydrogen technologies.
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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 March 31, 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 nine months ended March 31, 2025, and does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Pronouncements are disclosed in notes to the financial statements.
Results of Operations for the Three Months ended March 31, 2025 compared to Three Months Ended March 31, 2024
Operating Expenses
Operating expenses for the three months ended March 31, 2025 were $2,137,689, compared to $1,831,859 for the three months ended March 31, 2024. The net change of $305,830 in operating expenses consisted primarily of increases in research and development costs offset by decreases in general and administrative expenses.
Other Income/(Expenses)
Other income and (expenses) for the three months ended March 31, 2025 were $399,750, compared to $(2,190,305) for the three months ended March 31, 2024. The increase in other income of $2,590,055 was the result of an unrealized gain on the Company’s investments in the current period whereas the Company had a large loss on the Company’s investments in the same period of the prior year.
Net Loss
For the three months ended March 31, 2025, our net loss was $1,737,939, compared to a net loss of $4,022,164 for the three months ended March 31, 2024. The decrease in net loss of $2,284,225 was primarily due to an unrealized gain on the Company’s investments in the current period whereas the Company had a large loss on the Company’s investments in the same period of the prior year. In addition, the Company has not generated any revenues.
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Results of Operations for the Nine Months ended March 31, 2025 compared to Nine Months Ended March 31, 2024
Operating Expenses
Operating expenses for the nine months ended March 31, 2025 were $4,432,058, compared to $4,095,471 for the nine months ended March 31, 2024. The net change of $336,587 in operating expenses consisted primarily of an increase in research and development costs offset by decreases in selling and marketing expenses and general and administrative expenses.
Other Income/(Expenses)
Other income and (expenses) for the nine months ended March 31, 2025 were $(2,823,781), compared to $(3,403,512) for the nine months ended March 31, 2024. The decrease in other expense of $579,731 was primarily the result of a smaller net unrealized loss on the Company’s investments in the current period whereas the Company had a larger unrealized loss on the Company’s investments in the same period of the prior year.
Net Loss
For the nine months ended March 31, 2025, our net loss was $7,255,839, compared to a net loss of $7,498,983 for the nine months ended March 31, 2024. The decrease in net loss of $243,144 was primarily due to a smaller net unrealized loss on the Company’s investments in the current period whereas the Company had a larger unrealized loss on the Company’s investments in the same period of the prior year. In addition, the Company has not generated any revenues.
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 March 31, 2025, we had working capital of $37,961,652, compared to $42,386,683 as of June 30, 2024. This decrease in working capital of $4,425,031 was primarily due to a decrease in equity securities, related party.
Cash used in operating activities was $2,970,810 for the nine months ended March 31, 2025, compared to $1,770,631 for the nine months ended March 31, 2024. The net increase of $1,200,179 in cash used in operating activities was primarily due to a decrease in non-cash expenses, an increase in prepaid expenses, and decreases in accounts payable and accrued expenses. The Company has had no revenues.
Cash provided by (used in) investing activities during the nine months ended March 31, 2025 and March 31, 2024 was $(6,030,113) and $3,000,000, respectively. The net decrease of $9,030,113 in cash provided by (used in) investing activities was due to the redemption of short-term investments in corporate securities of $3,000,000 during the nine months ended March 31, 2024 compared to purchases of short-term investments of $(6,030,113) in the nine months ended March 31, 2025.
Cash provided by financing activities during the nine months ended March 31, 2025 and March 31, 2024 was $2,156,096 and $800,407, respectively. The net increase of $1,355,689 in cash provided by financing activities was due to increased proceeds from a Purchase Agreement entered with an investor for the sale of up to $45,000,000 of common stock.
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 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.
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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 March 31, 2025, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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 30, 2024.
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 March
31, 2025, no director or officer of the Company
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 |
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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.
| May 9, 2025 | SUNHYDROGEN, INC. | |
| By: | /s/ Timothy Young | |
|
Timothy Young Chief Executive Officer and (Principal Executive Officer, | ||
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