[10-Q] SUNHYDROGEN, INC. Quarterly Earnings Report
SunHydrogen, Inc. (HYSR) filed its quarterly report, highlighting continued R&D investment and a narrower loss. For the three months ended September 30, 2025, the company reported a net loss of
Liquidity remained strong with cash and cash equivalents of
The company noted a material weakness in internal controls related to segregation of duties. Shares outstanding were 5,438,414,015 as of November 10, 2025. SunHydrogen continues developing its nanoparticle-based and thin-film solar cell hydrogen production methodologies.
- None.
- None.
Insights
Stable liquidity, higher R&D, narrower loss; controls weakness persists.
SunHydrogen posted a quarterly net loss of
Liquidity appears solid: cash and cash equivalents of
Key dependencies include sustained access to capital and R&D milestones. A disclosed material weakness in internal controls (segregation of duties) remains a governance consideration. Subsequent filings may detail progress on research agreements and any commercialization steps.
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 name, former address and former fiscal year, 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 November 10, 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 | 16 |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4: | Controls and Procedures | 19 |
| PART II: OTHER INFORMATION | 20 | |
| Item 1 | Legal Proceedings | 20 |
| Item 1A: | Risk Factors | 20 |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| Item 3: | Defaults Upon Senior Securities | 20 |
| Item 4: | Mine Safety Disclosures | 20 |
| Item 5: | Other Information | 20 |
| Item 6: | Exhibits | 20 |
| Signatures | 21 | |
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SUNHYDROGEN, INC.
CONDENSED BALANCE SHEETS
| September 30, | June 30, | |||||||
| 2025 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, related party | - | |||||||
| Prepaid expenses | ||||||||
| Interest receivable | ||||||||
| Short-term investments | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| OTHER ASSETS | ||||||||
| PROPERTY & EQUIPMENT | ||||||||
| Machinery and equipment | ||||||||
| 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 | ||||||||
| 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 September 30, | ||||||||
| 2025 | 2024 | |||||||
| REVENUE | ||||||||
| Services, related party | $ | $ | - | |||||
| 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 | - | |||||||
| 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 MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| Preferred stock | Common stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||
| Shares | Amount | Mezzanine | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| 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 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance at June 30, 2025 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Purchase and cancellation of Series C preferred shares | - | - | ( | ) | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||
| Stock compensation expense | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2025 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
SUNHYDROGEN, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended September 30, | ||||||||
| 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 | ||||||||
| Unrealized (gain)/loss on change in fair value of short-term investments | ( | ) | - | |||||
| Realized gain/(loss) | ( | ) | - | |||||
| Unrealized (gain)/loss on change in fair value of investment, related party | - | |||||||
| Change in assets and liabilities : | ||||||||
| Accounts receivable, related party | ( | ) | - | |||||
| Prepaid expense | ( | ) | ||||||
| Other receivables | ( | ) | - | |||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of short term investments in corporate securities | ( | ) | - | |||||
| Redemption of short term investments in corporate securities | - | |||||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | - | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of related party note payable | - | ( | ) | |||||
| Net proceeds from common stock purchase agreements | - | |||||||
| Purchase of Series C preferred shares | ( | ) | - | |||||
| NET CASH PROVIDED BY (USED IN) 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 | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
SUNHYDROGEN, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 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 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.
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.
The Company remains committed to our patented nanoparticle-based approach to renewable hydrogen production. However, this new methodology, which aligns closely with our nanoparticle technology, benefits from an established manufacturing base. Our core mission remains the replacement of fossil fuel-derived hydrogen with renewable hydrogen.
| 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 months ended September 30, 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.
Cash and Cash Equivalents
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.
| September 30, 2025 | June 30, 2025 | |||||||
| 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 September 30, 2025, which consisted of U.S. Treasury bills with an original maturity of more than three months.
| Purchase Date | Maturity Date | Cost Basis of Investment | Fair Value of Investment | |||||||
| July 30, 2025 | $ | $ | ||||||||
| August 28, 2025 | ||||||||||
| $ | $ | |||||||||
During the three months ended September 30, 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 September 30, 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 its 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 | September 30, 2025 | June 30, 2025 | ||||||||
| 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 | |||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 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 three months ended September 30, 2025 and 2024, the Company determined no impairment was required.
7
Revenue Recognition
The Company 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.
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.
The Company generates revenue primarily from consulting services for providing technical and strategic consultancy services in support of ongoing 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.
During the three months ended September 30, 2025,
we generated revenue from consulting services of $
Accounts Receivable
We 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 September 30,
2025 and June 30, 2025. The Company recorded $
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 months ended September 30, 2025 and 2024. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards, if dilutive.
The total potential common shares as of September
30, 2025, include
The total potential common shares as of September
30, 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.
8
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 September 30, 2025, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, 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.
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. |
We measure certain financial instruments at fair
value on a recurring basis.
September 30, 2025
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Short-term investments | $ | $ | - | $ | $ | - | ||||||||||
| $ | $ | - | $ | $ | - | |||||||||||
June 30, 2025
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Short-term investments | $ | $ | $ | - | $ | - | ||||||||||
| $ | $ | $ | - | $ | - | |||||||||||
As of September 30, 2025 and June 30, 2025, the Equity securities,
related party had a fair value of $
9
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.
Segment Reporting
The Company operates as a single operating segment, focusing on the development of an efficient and cost-effective way to produce renewable hydrogen using sunlight and any source of water.
The accounting policies of the operating segment are the same as those
described in the summary of significant accounting policies.
As the Company 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 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 September 30, 2025, if adopted at this time.
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
10
| 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
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 three months ended September 30, 2025,
the Company repurchased and cancelled
As of September 30, 2025 and June 30, 2025, the
Company had
| 4. | COMMON STOCK |
Three Months Ended September 30, 2025
During the three months ended September 30, 2025 the Company did not issue any shares of its common stock.
Three Months Ended September 30, 2024
On November 11, 2022, the Company entered into
a purchase agreement with an investor for the sale of up to $
| 5. | STOCK INCENTIVE PLANS |
2019 Equity Stock Incentive Plan
On December 17, 2018, the Board of Directors approved
and adopted the 2019 Equity Incentive Plan (“the 2019 Plan”), with
As of September 30, 2025, under the 2019 Equity
Incentive Plan, there were
11
2022 Equity Stock Incentive Plan
On January 27, 2022, the Company adopted the 2022
Equity Incentive 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, 2025, 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, 2025 | $ | $ | ||||||||||
| Granted | - | $ | - | $ | - | |||||||
| Canceled/Expired | - | $ | - | $ | - | |||||||
| Exercised | - | $ | - | $ | - | |||||||
| Options outstanding at September 30, 2025 | $ | $ | ||||||||||
Details of our options outstanding as of September 30, 2025, is as follows:
| Options Exercisable | Weighted Average Exercise Price of Options Exercisable | Weighted Average Contractual Life of Options Exercisable (Years) | Weighted Average Contractual Life of Options Outstanding (Years) | |||||||||||
Total stock compensation expense related to the
options for the three months ended September 30, 2025 and 2024, was $
Warrants
Transactions involving our warrants are summarized as follows:
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Warrants outstanding at June 30, 2025 | $ | |||||||
| Issued | - | $ | - | |||||
| Canceled/Expired | - | $ | - | |||||
| Exercised | - | $ | - | |||||
| Warrants outstanding at September 30, 2025 | $ | |||||||
12
Details of our warrants outstanding as of September 30, 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 was 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.
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”, a wholly owned subsidiary of TECO HOLDINGS AS, and
a private entity) intends to acquire the shares and other assets owned by TECO 2030 ASA. TECO HOLDINGS AS then agreed to transfer shares
in Newco equal to
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The following table summarizes our equity investments in TECO:
| Date of Investment | Number of Shares | Cost Basis | Fair Value as of June 30, 2025 | Unrealized Loss | Fair Value as of September 30, 2025 | |||||||||||||||
| November 24, 2022 | $ | $ | - | $ | - | $ | - | |||||||||||||
| May 24, 2024 | - | - | - | |||||||||||||||||
| Total | $ | $ | - | $ | - | $ | - | |||||||||||||
| 8. | INVESTMENT INCOME |
The following table summarizes our investment income.
| September 30, 2025 | September 30, 2024 | |||||||
| Interest earned on cash (NOTE 2) | $ | $ | ||||||
| Interest earned on Treasury Bills (NOTE 2) | ||||||||
| Dividends and other | ||||||||
| Total investment income | $ | $ | ||||||
| 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 August 4, 2025, the Company extended
its research agreement with the University of Michigan through September 30, 2026. As consideration under the research agreement, the
University of Michigan will receive a maximum of $
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 $
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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, 2025, 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.
| 10. | RELATED PARTY |
Shareholders Loan
During the period ended December 31, 2022, the
Company entered into a $
Other Related Party Activity
During the three months ended September 30, 2025,
the Company had accounts receivable and service income of $
See Note 7 for related party transactions with respect to TECO 2030 A.S.A.
| 11. | SUBSEQUENT EVENTS |
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855 and had the following to report.
Effective October 1, 2025, the Company amended
its previous lease agreement for lab space to move from its current office to a new office suite and add a laboratory suite which increased
the total rent to $
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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,” “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 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.
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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 September 30, 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 three months ended September 30, 2025, and does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Pronouncements are disclosed in notes to the financial statements.
Results of Operations for the Three Months ended September 30, 2025 compared to Three Months Ended September 30, 2024
Revenues
Revenues for the three months ended September 30, 2025 were $1,250, compared to $0 for the three months ended September 30, 2024. The net change of $1,250 in revenue was due to the Company providing consulting services to a related party during the three months ended September 30, 2025 with no similar consulting services provided in the same period of the prior year.
Operating Expenses
Operating expenses for the three months ended September 30, 2025 were $1,924,395, compared to $1,036,427 for the three months ended September 30, 2024. The net change of $887,968 in operating expenses consisted primarily of an increase in research and development costs, in general and administrative expenses and selling and marketing expenses due to increased efforts in operations.
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Other Income/(Expenses)
Other income and (expenses) for the three months ended September 30, 2025 were $363,367, compared to $(1,010,411) for the three months ended September 30, 2024. The increase in other income of $1,373,778 was mainly the result of an unrealized loss on the Company’s investment in TECO (Equity securities, related party) in the prior period compared to no unrealized gain/(loss) on the Company’s investment in TECO in the current period offset by slight changes in investment income, dividend expense, unrealized and realized gain and losses.
Net Loss
For the three months ended September 30, 2025, our net loss was $1,559,778, compared to a net loss of $2,046,838 for the three months ended September 30, 2024. The decrease in net loss of $487,060 was primarily due to an unrealized loss on the Company’s investment in TECO (Equity securities, related party on the Condensed Balance Sheets) in the prior period compared to no unrealized gain/(loss) on the Company’s investment in TECO in the current period. In addition, the Company generated revenues in the current period compared to none in the prior period and had a large increase in operating expenses in the current period compared to the prior 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 September 30, 2025, we had a working capital surplus of $34,778,471, compared to a working capital surplus of $37,048,679 as of June 30, 2025. This decrease in working capital of $2,270,208 was primarily due to a decrease in cash and short-term investments offset by an increase in current liabilities.
Cash used in operating activities was $1,186,098 for the three months ended September 30, 2025, compared to $704,064 for the three months ended September 30, 2024. The net increase of $482,034 in cash used in operating activities was due to a $487,060 decrease in the net loss, change of $31,121 in prepaid expenses, $227,596 change in accounts payable and accrued expenses offset by $1,221,011 change in non-cash net expenses, $1,250 change in accounts receivable, related party, and $5,550 change in other receivables. In addition, the Company had revenues in the current period compared to none in the prior period.
Cash provided by investing activities during the three months ended September 30, 2025 and September 30, 2024 was $1,022,632 and $0, respectively. The net increase of $1,022,632 in cash provided by investing activities was due to the redemption of short-term investments in corporate securities offset by the purchase of short-term investments in corporate securities during the three months ended September 30, 2025 with no similar transactions in the three months ended September 30, 2024.
Cash provided by (used in) financing activities during the three months ended September 30, 2025 and September 30, 2024 was $(1,000,000) and $2,165,303, respectively. The net decrease of $3,165,303 in cash provided by (used in) financing activities was due to decreased proceeds from a purchase agreement entered with an investor for the sale of up to $45,000,000 of common stock during the three months ended September 30, 2024 with no similar transactions in the three months ended September 30, 2025 and an increase in cash used for the purchase of Series C preferred shares during the three months ended September 30, 2025 with no similar transactions in the three months ended September 30, 2024.
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 generated minimal revenues to date.
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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 September 30, 2025, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2025 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 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 September
30, 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.
| November 10, 2025 | SUNHYDROGEN, INC. | |
| By: | /s/ Timothy Young | |
|
Timothy Young Chief Executive Officer and (Principal Executive Officer, | ||
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FAQ
What was SunHydrogen (HYSR) net loss for the quarter?
How much cash does HYSR have?
What were SunHydrogen’s R&D and operating expenses?
Did HYSR generate revenue this quarter?
What is HYSR’s working capital position?
Were there any capital structure changes?
Are there any internal control issues disclosed?
