OTC: HYSR

We have not determined the commercial model through which we will generate revenue. We may sell hydrogen panels to customers who own and operate them, sell hydrogen produced by systems we own or operate, license our technology to manufacturers, or pursue some combination of these approaches. Our current preference is to sell panels, and our activities to identify potential hydrogen offtakers are intended in part to demonstrate demand for hydrogen produced using our technology. Our eventual model may vary by market and geography, and it may differ from any of the approaches described above.

We are pursuing two pathways to this architecture. The first uses commercially available, mass-produced thin film solar modules that are re-engineered with our proprietary hydrogen module design, which allows them to be manufactured on existing solar production lines without modifying those lines. This pathway is the basis of the hydrogen reactors we have built to date. The second uses our patented nanoparticle technology, Photoelectrosynthetically Active Heterostructures, or PAH, in which billions of electroplated nanoparticles per square centimeter, separated by a protective coating, each act as a self-contained water splitting unit. We continue to develop both pathways.

On the thin film pathway, working with CTF Solar GmbH, we have progressed from small-area laboratory devices to hydrogen modules having a nominal aperture area of 1.92 square meters, which is the standard size of a commercial solar module, and we have built multiple hydrogen reactors incorporating those modules. On the nanoparticle pathway, we have established manufacturing processes for the semiconductor junctions and for the hydrogen and oxygen evolution catalysts, and have demonstrated technical proof of concept. Efficiency, durability, manufacturing yield, scalability, and cost on that pathway remain under development and validation.

Our goal remains a production cost of $2.50 per kilogram of hydrogen, which we believe would allow renewable hydrogen to compete directly with hydrogen produced from natural gas. Techno-economic modeling prepared with Strategic Analysis, Inc. currently projects a production cost of approximately $4 to $5 per kilogram at commercial scale, before the benefit of any tax credits.

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We expect the difference between that projection and our goal to be closed, if at all, through improvements across several elements of our technology and its supply chain rather than through any single change. Those elements include the solar-to-hydrogen conversion efficiency of our devices on each of our development pathways, the operating lifetime of our panels, the substitution of catalysts based on earth-abundant materials for those incorporating precious metals, the yield and scale of our manufacturing processes, the cost of substrates, semiconductor materials, coatings, housing, and balance of system components, and the cost and energy consumption of the equipment used to compress hydrogen for storage and use. Because our devices incorporate materials and manufacturing processes also used in the solar photovoltaic industry, we expect to benefit from improvements in cost and efficiency achieved across that industry generally. We have not demonstrated any of these improvements at commercial scale, and several of them are outside our control.

During the fiscal year ended June 30, 2026:

● We continued development of our pilot hydrogen production system at the University of Texas at Austin’s Center for Electromechanics under our collaboration with UT-CEM. As of June 30, 2026, we had built twelve hydrogen reactors for the site, each consisting of a hydrogen module having a nominal aperture area of 1.92 square meters installed within a housing unit, and had installed six of those reactors at the facility. Four of the installed reactors had been commissioned and had produced hydrogen under outdoor conditions, and two revised reactors had been installed for outdoor operation and validation. We intend to have sixteen reactors operating at the facility by December 31, 2026, corresponding to approximately 30.7 square meters of nominal module aperture area. That is a management target rather than a commitment, and achieving it depends on the availability of photovoltaic modules, reactor fabrication and assembly, balance of system readiness, thermal management performance, and completion of acceptance testing. We cannot assure you that we will achieve it.

● In February 2026, we entered into a Technology and Manufacturing Services Agreement with CTF Solar GmbH, a subsidiary of China National Building Materials Group, which develops and supplies cadmium telluride thin film photovoltaic manufacturing technology. The agreement establishes a contracted manufacturing development program with defined scope, deliverables, and validation objectives, intended to convert our pilot results and process learnings into a controlled manufacturing workflow. Its near-term objective is the production of up to 1,000 hydrogen modules of 1.92 square meters each. The agreement follows an expanded memorandum of understanding announced in November 2025 and earlier collaboration agreements entered in December 2023 and July 2024. We cannot assure you that the program will achieve its objectives or that we will produce modules in the quantities contemplated.

● Our joint development agreement with Honda R&D Co., Ltd. expires on March 31, 2028. Honda has served as our housing unit and balance of system partner and has performed third-party validation testing of our hydrogen modules. Our manufacturing services agreement with CTF Solar GmbH remains in effect.

● In April 2026, we formed SunHydrogen Austria GmbH, which had three employees as of June 30, 2026. The Austrian entity is responsible for identifying potential offtakers for hydrogen produced using our technology, and provides an entity through which we may apply for and receive European funding.

● In April 2026, we also formed SunHydrogen Japan GK, which had one employee as of June 30, 2026. The Japanese entity coordinates with our partners in Japan and is responsible for identifying opportunities in Japan for pilot plants and potential offtakers. Its personnel include a researcher previously engaged in Japan’s national artificial photosynthesis research program.

● We leased additional space at 2500 Crosspark Road, Coralville, Iowa for module catalyst coating.

On August 11, 2026, we entered into a Technology Collaboration and Intellectual Property Protection Agreement with Sparc Hydrogen Pty Ltd, a joint venture of Sparc Technologies Limited, Fortescue Ltd, and the University of Adelaide. Under the agreement, our hydrogen modules will be evaluated through laboratory and pilot-scale testing at Sparc Hydrogen’s facility in South Australia, followed by a jointly funded techno-economic assessment. We retain all rights to our core market of decentralized hydrogen production under natural, unconcentrated sunlight, and Sparc Hydrogen has acknowledged that it is not developing its own photocatalyst or photoelectrochemical materials and is not working in the field of single-sun water splitting. Sparc Hydrogen has an option, exercisable within eighteen months, to negotiate a supply agreement or a manufacturing license, together with a right of first offer. We cannot assure you that any supply agreement or license will result from the agreement.

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Our technology is developed primarily at our laboratory in Coralville, Iowa, supported by sponsored research agreements with the University of Iowa and the University of Michigan. Our industrial partners include Honda R&D Co., Ltd.; CTF Solar GmbH; The Process Group, LLC, now part of Olsson; the National Renewable Energy Laboratory; Geomatec, which supplies specialized coated glass substrates; and Strategic Analysis, Inc. Their respective roles are described under “Our Technology” below. We also participate in Project NanoPEC, a German consortium funded by the German Federal Ministry for Economic Affairs and Climate Action (BMWK) and led by the Fraunhofer Center for Silicon Photovoltaics, whose members include WAVELABS Solar Metrology Systems GmbH, ECH Elektrochemie Halle GmbH, Zahner-Elektrik, Helmholtz-Zentrum Berlin, and SCHMID Group.

We also hold a minority equity interest in TECO Fuel Cell Technology, formerly TECO 2030 ASA, a Norway-based developer of hydrogen fuel cell systems for marine and heavy industry applications. See Note 8 to the financial statements included in this report.

Our Technology

We are pursuing two pathways to photoelectrochemical hydrogen production.

Thin film

This pathway uses commercially available, mass-produced thin film solar modules that are re-engineered with our proprietary hydrogen module design. Because those modules are manufactured on existing solar production lines without modification to the lines themselves, this pathway allows us to draw on established manufacturing capacity rather than build our own. It is the basis of the hydrogen reactors we have built to date. We work with CTF Solar GmbH on module fabrication.

Nanoparticle

Our patented nanoparticle technology, Photoelectrosynthetically Active Heterostructures, or PAH, forms billions of electroplated nanoparticles per square centimeter within cavities in an insulating material, separated by a protective coating intended to prevent corrosion during extended hydrogen production. Each nanoparticle acts as a self-contained water splitting unit, which provides fault tolerance, because the failure of individual units does not disable the device. This pathway has demonstrated technical proof of concept. Its efficiency, durability, manufacturing yield, scalability, and cost remain under development and validation.

How our panels produce hydrogen

Sunlight absorbed by the semiconductor generates photovoltage and charge carriers that drive photoelectrochemical oxidation and reduction reactions at catalyst surfaces. At the cathode, a hydrogen evolution catalyst combines electrons with hydrogen ions to form hydrogen gas. At the anode, an oxygen evolution catalyst uses the corresponding positive charges to split water and release oxygen. The reaction proceeds without an externally applied electrical bias to the active device. A complete pilot or commercial system may use electricity for pumps, controls, sensors, data acquisition, gas handling, and thermal management.

Our architecture distributes a high density of reaction sites across a thin layer of water, so many reactions proceed simultaneously across the illuminated area.

Development challenges

We and others working in this field must address at least three challenges before renewable hydrogen produced this way can compete commercially.

Efficiency and simplicity. A conventional system couples a photovoltaic array to a separate electrolyzer, which requires power conditioning equipment and introduces a conversion step between electricity generation and hydrogen production. Our design integrates light absorption and water splitting within a single device, which reduces the number of intermediate stages and simplifies portions of the balance of system. We have not established that this results in a greater fraction of captured solar energy being converted to hydrogen than a conventional configuration achieves.

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Water quality. Many hydrogen systems require high purity water to protect membranes and components, which limits where they can be sited. We are developing catalysts and cell designs intended to operate across acidic and alkaline conditions and to tolerate selected non-potable water sources with appropriate conditioning. Our pilot system currently operates on a controlled deionized water based electrolyte. Operation on untreated water is a development objective and not a demonstrated capability.

Durability and operating lifetime. Commercial deployment requires the semiconductor, catalysts, protective coatings, seals, housing, and gas separation components to maintain performance through prolonged electrolyte exposure, temperature cycling, sunlight, weather, and repeated startup and shutdown. We are continuing field and accelerated testing to establish a commercial operating lifetime.

SunHydrogen Panel

We refer to our potential product as the SunHydrogen Panel. We use the following terms to describe its components and the assemblies built from them.

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

Semiconductor. Materials having the properties required for photovoltaic energy conversion.

Current Collector. The layer on which catalysts are deposited.

Insulator. Materials that neutralize defects and pinholes and stabilize the semiconductor and substrate.

Cathode. The region carrying a hydrogen evolution catalyst, where hydrogen is produced.

Anode. The region carrying an oxygen evolution catalyst, where oxygen is produced.

PV Cell. A single photovoltaic cell, the basic unit that converts light into electrical energy.

Hydrogen Sub-module. The minimum assembly of photovoltaic cells interconnected electrically and paired with catalysts to produce hydrogen and oxygen.

Hydrogen Module. Several Hydrogen Sub-modules integrated on a single substrate but electrically separate from one another, which allows the module to be scaled while limiting the effect of a failure in any one sub-module.

Housing Unit. An enclosure with end plates containing flow field channels that direct water across the module and separate the hydrogen and oxygen produced.

Hydrogen Reactor. A Hydrogen Module installed within a Housing Unit, forming a complete unit capable of producing hydrogen. The hydrogen reactors we have built for our pilot system each contain a Hydrogen Module having a nominal aperture area of 1.92 square meters.

Hydrogen Panel. One or more Hydrogen Reactors assembled together with the piping, water recirculation, and gas collection equipment required to make the assembly ready for installation.

Hydrogen Array. An aggregation of Hydrogen Reactors or Hydrogen Panels installed at a site to meet a specified hydrogen production requirement. Our pilot system at the University of Texas at Austin is an array of hydrogen reactors.

Intellectual Property

We protect our technology through issued patents, pending patent applications, trade secrets, and unpatented know-how. As of the date of filing of this report, our patent portfolio consist of the following issued patents and pending applications.

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Issued Patents

Photoelectrosynthetically Active Heterostructures. United States Patent No. 9,593,053 B1, granted March 14, 2017.

Methods for Manufacturing Photoelectrosynthetically Active Heterostructures. United States Patent No. 9,935,234 B2, granted April 3, 2018.

Multi-Junction Artificial Photosynthetic Cell with Enhanced Photovoltages. United States Patent No. 10,100,415 B2, granted October 16, 2018; Australian Patent No. 2015231504 B2, granted April 5, 2018; European Patent No. 3,119,926 B1, granted March 6, 2019; Chinese Patent No. 107075695 B, granted March 12, 2019; and Indian Patent No. 406851, granted September 16, 2022.

Pending Applications

CdTe Photovoltaic Module Systems and Methods for Autonomous Water Electrolysis. United States Application Publication No. 2026/0047229 A1, together with the corresponding international application published as WO 2026/035873 A1.

Photoelectrochemical Reactor for Hydrogen Production. International Application Publication No. WO 2026/112078.

Our Nanoparticle Technology

Our patents titled “Photoelectrosynthetically Active Heterostructures” and “Methods for Manufacturing Photoelectrosynthetically Active Heterostructures” originated in a provisional application filed on November 14, 2011 and a non-provisional application filed on November 14, 2012. Together they cover photoelectrosynthetically active heterostructures and methods of manufacturing them, formed by creating cavities within an electrically insulating material and depositing conductive, semiconductor, electrocatalytic, protective, and hydrogen-permeable layers. The resulting structures may incorporate p-n or Schottky junctions.

These patents relate to and support our nanoparticle pathway, in which a self-contained solar-to-hydrogen device is formed from billions of solar-powered water-splitting nanoparticles per square centimeter, separated by a protective coating intended to prevent corrosion during extended periods of hydrogen production. The high-density arrangement of nano-sized solar cells within the nanoparticles allows for the manufacture of thin sheets for solar hydrogen production using less semiconductor material than conventional solar cells used in rooftop power applications.

Our Multi-Junction Semiconductor Designs

Our patents titled “Multi-Junction Artificial Photosynthetic Cell with Enhanced Photovoltages” originated in a provisional application filed on March 21, 2014, a non-provisional application filed on March 16, 2015, and a corresponding PCT application filed on March 17, 2015. These patents are held jointly with the Regents of the University of California under our prior research agreement with the University of California, Santa Barbara. This family covers artificial photosynthetic cells containing multiple semiconductor and metal layers arranged within a protective structure to form a series of electrical junctions. The multi-junction architecture increases the photovoltage generated from sunlight, which enables solar-powered oxidation and reduction reactions for producing hydrogen, fuels, and other chemicals.

Our Pending Applications

Our pending application titled “CdTe Photovoltaic Module Systems and Methods for Autonomous Water Electrolysis” covers integrated photovoltaic module structures and manufacturing methods for autonomous, sunlight-driven water electrolysis. Patterned conductive, photovoltaic, and metal-contact layers electrically connect multiple photovoltaic cells, while protective layers, metal conductors, and electrocatalysts form designated anode and cathode regions for hydrogen and oxygen production. This application originated in a provisional application filed on August 7, 2024, and we filed the corresponding non-provisional and PCT applications on August 6, 2025.

Our pending application titled “Photoelectrochemical Reactor for Hydrogen Production” covers the structure and manufacture of a photoelectrochemical hydrogen reactor, including its internal solar hydrogen modules and external housing unit. The reactor architecture directs water flow across the active module surfaces and provides an integrated environment for light-driven hydrogen production. This application originated in a provisional application filed on November 25, 2024.

We cannot assure you that any pending application will result in an issued patent, that any patent that issues will be of commercial value, or that our issued patents will provide meaningful protection against competitors. In addition, we rely on trade secrets and unpatented know-how, particularly in our coating and catalyst processes, which may be difficult to protect and which others may independently develop.

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The Hydrogen Market

Hydrogen is an established industrial commodity rather than a speculative one. Global hydrogen demand was approximately 100 million tonnes in 2024, roughly half of which was consumed in the production of ammonia, most of which becomes fertilizer, and methanol, with oil refining accounting for much of the remainder. Almost all of that hydrogen is produced from fossil fuels. Low emissions hydrogen production reached approximately one million tonnes in 2025 and is expected to account for slightly more than one percent of global production in 2026. (Source: International Energy Agency, Global Hydrogen Review 2026.)

These are mature industrial processes with existing plants, existing buyers, and existing demand. Our opportunity does not require that a market for hydrogen be created. It requires that we supply hydrogen to a market that already consumes hydrogen at scale and is presently supplied almost entirely from fossil fuels, which is the substitution opportunity available to us and to other renewable hydrogen producers.

Adoption has been slower than governments and industry anticipated. According to the International Energy Agency, announced government targets for low emissions hydrogen production total almost 27 million tonnes per year by 2030, while projects that have secured investment decisions suggest just over four million tonnes, and only China and the Netherlands are currently on track to meet their stated objectives. The Agency also reports that new final investment decisions declined in 2025 after two years at a higher level, that the pipeline of announced projects targeting 2030 contracted, and that it expects production from unabated fossil fuels to remain less costly than renewable hydrogen in most regions in the near term, with government support policies remaining necessary. We do not expect these conditions to change quickly.

Most announced renewable hydrogen capacity is concentrated in large centralized projects. Those projects generally require dedicated renewable generation, grid interconnection, pipeline or shipping infrastructure, and long term offtake agreements secured before construction begins, and the difficulty of assembling those elements accounts for much of the delay described above. Our technology is directed at a different part of the market. Our core market is decentralized hydrogen production under natural, unconcentrated sunlight, in which panels produce hydrogen at the point of use, at whatever scale a site requires, without dedicated electricity generation and without the transport and storage infrastructure that centralized production requires. We believe this segment depends less on the infrastructure buildout that has slowed large projects, though we have not yet demonstrated production at commercial scale.

Recent events illustrate why localized production may be valuable. Disruptions to shipping through the Strait of Hormuz in 2026 constrained supply of hydrogen based products from the Middle East, urea prices doubled between January and April 2026, methanol prices rose substantially, and a number of fertilizer plants suspended or reduced production. The International Energy Agency has observed that renewable hydrogen offers a longer term pathway to reduce reliance on volatile fossil based supply chains, while noting that it cannot provide an immediate solution.

We cannot predict how quickly renewable hydrogen will be adopted, at what cost, or whether decentralized production will capture a meaningful share of the market. Government policy, natural gas prices, electrolyser and equipment costs, and the pace of infrastructure development will each affect demand for our potential products, and none of them is within our control. Additional risks relating to market adoption are described under Item 1A, Risk Factors.

Competition

Hydrogen is supplied today through two fundamentally different models, and we anticipate that we will compete in only one of them. Most hydrogen is produced at large centralized facilities and either consumed on site by the plant that produces it or compressed, liquefied, and delivered to customers by truck or pipeline. The alternative is decentralized production, in which hydrogen is made at the location where it is used. Our technology is directed at decentralized production, and the discussion below describes the alternatives available to a customer choosing how to obtain hydrogen at a particular site.

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Delivered Hydrogen

The most common alternative to producing hydrogen on site is buying it delivered. Merchant hydrogen is supplied through the established production and distribution networks of large industrial gas companies including Linde, Air Liquide, and Air Products. Plug Power also operates its own hydrogen production facilities and provides trailer transport of hydrogen to customers.

We believe the delivered cost of hydrogen is substantially higher than the cost of producing it. Hydrogen delivered to a customer must be compressed or liquefied, transported, and stored, and the cost of those steps does not decrease in proportion to the quantity delivered. As a result, a customer purchasing smaller volumes, or located farther from a production facility, bears a higher delivered cost per kilogram than a large customer close to a plant. We expect on-site production to be most attractive to customers whose delivered cost is highest for these reasons, and it is delivered cost rather than production cost at a central plant against which those customers would evaluate our panels.

Production cost at a central plant nonetheless remains the benchmark any renewable hydrogen producer must eventually meet, and it is a demanding one. Global hydrogen production remains dominated by unabated fossil fuels, principally steam methane reforming of natural gas, followed by coal gasification concentrated in China, and hydrogen produced from unabated natural gas generally costs between $1 and $2 per kilogram at the plant. The International Energy Agency expects production from unabated fossil fuels to remain less costly than renewable hydrogen in most parts of the world in the near term, and expects government support policies to remain necessary. Our own modeling projects a production cost above unabated steam methane reforming, and we are not aware of any renewable hydrogen technology that produces hydrogen at a competitive cost with it today. We may never reach that cost.

On-site Production using Modular Electrolysis

A customer that wishes to produce renewable hydrogen on site today would most likely install a modular electrolyzer together with a source of renewable electricity. Relatively few electrolyzer suppliers are focused on genuinely small distributed installations. Most target industrial and utility scale projects, and modular product architectures are generally used to assemble larger plants rather than to serve individual sites. Enapter AG is among the suppliers whose products are directed at small-scale distributed production. Plug Power supplies containerized electrolyzer systems and markets turnkey hydrogen systems across a wide range of capacities, and also installs on-site storage and dispensing equipment at customer facilities that is supplied with delivered hydrogen. Plug Power therefore competes with us both as a supplier of on-site production equipment and as a supplier of delivered hydrogen, and is an incumbent at the type of site our technology is intended to serve. These are established products with installed bases, service networks, and revenue, none of which we have.

An electrolyzer is only a renewable pathway if the electricity that drives it is renewable, and this is the principal consideration for a customer evaluating on-site electrolysis. Hydrogen produced by electrolysis generates no emissions at the point of production, so its lifecycle emissions are determined by the electricity supplied to it. The International Energy Agency has estimated that the emissions intensity of that electricity must be below approximately 200 to 240 grams of carbon dioxide per kilowatt hour for the resulting hydrogen to have lower emissions than hydrogen produced by steam methane reforming, a threshold that few electricity grids currently meet. (Source: International Energy Agency, Global Hydrogen Review 2024.) Producing genuinely renewable hydrogen at a distributed site therefore requires renewable generation dedicated to the electrolyzer. Where that generation must be newly built, it brings with it power conditioning equipment, interconnection, and the land the generation occupies, and the electrolyzer becomes one component of a system that the customer must assemble, own, and maintain. Where a customer already has solar generation installed, that requirement may be satisfied in whole or in part by existing assets.

Our panels are designed to absorb sunlight and split water within a single integrated device, without a separate electrolyzer, without power conditioning equipment, and without dedicated electricity generation. If we are successful, we believe this would allow renewable hydrogen to be produced at the point of use with fewer components and less capital than a newly built electrolysis system of comparable output, and with a smaller installation footprint. We have not demonstrated this at commercial scale, and a customer evaluating our panels against a modular electrolyzer today would be comparing a product in development against products in commercial operation.

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Direct Solar to Hydrogen Conversion

A small number of organizations are pursuing the direct conversion of sunlight and water into hydrogen without an intermediate electrical stage, which is the approach we are developing. Solhyd, a Belgian company spun out of KU Leuven, is developing hydrogen panels that pair a conventional photovoltaic module with a proprietary hydrogen producing layer and draw water from atmospheric moisture. SoHHytec, a Swiss company spun out of EPFL, is developing integrated photoelectrochemical systems mounted on concentrating solar dishes. Sparc Hydrogen Pty Ltd is developing photocatalytic water splitting reactors that operate under concentrated sunlight, and is now our collaborator rather than a competitor, as described under “Overview” above.

Several national research programs have pursued this field and have since concluded. Fewer organizations are working on direct solar to hydrogen conversion than on electrolysis, which reflects both the early stage of the technology and the difficulty of the underlying engineering problem. We believe our approach is differentiated within this field, but the small number of participants should not be understood as an absence of competitive risk.

Centralized Production

Most announced renewable hydrogen capacity is concentrated in large centralized projects supplied by electrolyzer manufacturers including Nel ASA, ITM Power, thyssenkrupp nucera, Siemens Energy, John Cockerill Hydrogen, Electric Hydrogen, Ohmium International, and Hysata, together with several manufacturers in China. Plug Power, described above, also supplies electrolyzers at this scale. These companies compete principally for projects at a scale we do not address, and to the extent those projects supply hydrogen for delivery they compete with us indirectly through the delivered market described above.

The electrolysis sector as a whole is under pressure. The International Energy Agency reports that electrolyser manufacturing is entering a consolidation phase as market development has been slower than anticipated, that new final investment decisions for low emissions hydrogen production declined in 2025 after two years at a higher level, and that the pipeline of announced projects targeting 2030 has contracted. During our fiscal year, one European electrolyser manufacturer entered judicial liquidation and its assets were acquired by a competitor, and another company previously pursuing integrated solar hydrogen production redirected its business toward industrial gas distribution and engineering services.

Our Competitive Position

We have generated no revenue from product sales, we have no commercial product, and we have not produced hydrogen at commercial scale. Most of the companies described above have substantially greater financial, technical, manufacturing, and personnel resources than we do, and many have products in commercial operation and established customer relationships. Established suppliers are also continuing to reduce costs and improve efficiency, and the incumbent delivered hydrogen networks are long established and well capitalized. Our ability to compete will depend on achieving conversion efficiency, operating lifetime, and manufacturing cost that we have not yet demonstrated, and on persuading customers to produce hydrogen on site rather than purchase it delivered. We believe the more durable basis for competition is where hydrogen is produced rather than any single device design, and our development efforts are directed at decentralized production generally.

Raw Materials and Suppliers

Our thin film pathway uses cadmium telluride photovoltaic modules. Tellurium is among the least abundant elements in the earth’s crust, is produced principally as a by-product of copper refining rather than in response to demand for tellurium itself, and its production is geographically concentrated. Our nanoparticle pathway uses different semiconductor material combinations, structures, and processes, and where a cadmium telluride or cadmium telluride selenide absorber is incorporated that pathway also has tellurium exposure, although in a different form and quantity and through a different manufacturing process. Our catalysts incorporate precious metals.

Hydrogen modules of the type we use are available from more than one supplier. We do not have long-term supply agreements that guarantee production volumes, pricing, or availability for hydrogen modules, catalysts, or precious metals. We currently obtain these materials through purchase orders, development and services agreements, and project-specific supplier arrangements, none of which provides a guaranteed long-term commercial supply commitment. Increases in the price of these materials, or restrictions on their availability, including as a result of trade measures or export controls, could increase our costs, delay our development, or make our products uneconomic.

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Government Regulation

Our pilot system is located on property owned by the University of Texas at Austin and operates under that institution’s site control and internal approval processes. Those are institutional approvals rather than governmental permits.

Commercial deployment of our products will require permits and approvals that we have not obtained. The applicable requirements cannot be determined until the configuration of a commercial product is defined, including operating pressure, hydrogen inventory, gas purity specification, storage and compression arrangements, electrical design, and water and electrolyte handling and discharge. In the United States we expect those requirements to be site and jurisdiction specific and to include building, fire, electrical, mechanical, and pressure system codes, hazardous material and environmental requirements, wastewater requirements, workplace safety requirements, and equipment certification. Europe and Japan have different responsible authorities, conformity assessment systems, technical codes, thresholds, and documentation requirements.

Our thin film modules contain cadmium, and our handling, storage, transport, and disposal of cadmium-containing materials are subject to environmental, worker safety, and waste requirements. Compliance with environmental requirements has not required us to make material capital expenditures to date. Changes in any of the requirements described above could increase our costs or restrict where our potential products may be deployed.

Corporate Information

We were incorporated in the State of Nevada on February 18, 2009. Our executive offices are located at 2500 Crosspark Road, Coralville, Iowa 52241, and our telephone number is (805) 966-6566.

We conduct our operations through SunHydrogen, Inc. and two wholly owned subsidiaries, SunHydrogen Austria GmbH and SunHydrogen Japan GK, each formed in April 2026. We operate as a single reportable segment.

Our website address is www.sunhydrogen.com. Information contained on, or accessible through, our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered a part of this report.

We have not generated revenue from the sale of our products and we have no customers for our products. Our research and development expenditures were $4,344,574 for the fiscal year ended June 30, 2026 and $3,440,296 for the fiscal year ended June 30, 2025.

Employees

As of September 18, 2026, we had 12 full-time employees and engaged several consultants. We have not experienced any work stoppages and we consider our relations with our employees and consultants to be good. Our research and development work is performed at our laboratory in Coralville, Iowa, at our subsidiaries in Austria and Japan, with the University of Iowa and the University of Michigan under sponsored research agreements, and in collaboration with our industrial partners.

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