UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30,~~ December 31, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-54437

SUNHYDROGEN, INC.

(Name of registrant in its charter)

Nevada

26-4298300

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

	~~10 E. Yanonali, Suite 36, Santa Barbara, CA 93101~~ BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241
	(Address of principal executive offices) (Zip Code)

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

10 E. Yanonali, Suite 36

Santa Barbara, CA 93101

Former address, if changed since last report

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

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

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of registrant’s common stock outstanding, as of ~~November 7, 2022~~February 14, 2023 was ~~4,393,682,998.~~4,474,813,461

SUNHYDROGEN, INC.

INDEX

		Page

PART I: FINANCIAL INFORMATION		1
Item 1:	Financial Statements	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	17
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	2220
Item 4:	Controls and Procedures	2220

PART II: OTHER INFORMATION		21
Item 1	Legal Proceedings	21
Item 1a:	Risk Factors	2321
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	2321
Item 3:	Defaults Upon Senior Securities	2321
Item 4:	Mine Safety Disclosures	2321
Item 5:	Other Information	2321
Item 6:	Exhibits	2321

Signatures		2422

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SUNHYDROGEN, INC.

CONDENSED BALANCE SHEETS

September 30,
2022 June 30,
2022
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ 25,575,392 $ 27,681,485
Marketable securities at cost 26,094,857 24,323,240
Prepaid expense 1,073 2,526
Other receivable 14,869 14,868

TOTAL CURRENT ASSETS 51,686,191 52,022,119

PROPERTY & EQUIPMENT
Machinery and equipment 33,814 -
Computers and peripherals 11,529 11,529
Vehicle 155,000 155,000
200,343 166,529
Less: accumulated depreciation (55,496 ) (46,933 )

NET PROPERTY AND EQUIPMENT 144,847 119,596

OTHER ASSETS
Domain, net of amortization of $5,020 and $4,931, respectively 295 384
Trademark, net of amortization of $628 and $601, respectively 514 542
Patents, net of amortization of $31,421 and $29,779, respectively 69,722 71,364

TOTAL OTHER ASSETS 70,531 72,290

TOTAL ASSETS $ 51,901,569 $ 52,214,005

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and other payables $ 151,435 $ 57,390
Accrued expenses 6,150 3,070
Accrued expenses, related party 211,750 211,750
Accrued interest on convertible notes 215,114 191,763
Derivative liabilities 26,479,106 26,015,069
Convertible promissory notes 777,500 677,500

TOTAL CURRENT LIABILITIES 27,841,055 27,156,542

LONG TERM LIABILITIES
Convertible promissory notes 50,000 150,000

TOTAL LONG TERM LIABILITIES 50,000 150,000

TOTAL LIABILITIES 27,891,055 27,306,542

COMMIMENTS AND CONTINGENCIES (SEE NOTE 9) - -

Series C 10% Preferred Stock, 2,700 and 2,700 shares issued and outstanding, redeemable value of $270,000 and $0, respectively 270,000 270,000

SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares - -
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 4,271,749,146 and 4,271,749,146 shares issued and outstanding, respectively 4,271,749 4,271,749
Additional Paid in Capital 103,311,733 103,311,733
Accumulated deficit (83,842,968) (82,946,019)

TOTAL SHAREHOLDERS’ EQUITY 23,740,514 24,637,463

TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY $ 51,901,569 $ 52,214,005

	December 31, 2022			June 30, 2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalent	$	19,820,651		$	27,681,485
Marketable securities at cost		20,844,540			24,323,240
Short term investment in affiliate at fair value		15,120,635			-
Prepaid expense		-			2,526
Other receivable		14,868			14,868

TOTAL CURRENT ASSETS		55,800,694			52,022,119

OTHER ASSETS

AFFILIATE CONVERTIBLE NOTES RECEIVABLE
Convertible note receivable, affiliate		3,000,000			-

TOTAL NOTE RECEIVABLE		3,000,000			-

PROPERTY & EQUIPMENT
Machinery and equipment		33,814			-
Computers and peripherals		11,529			11,529
Vehicle		155,000			155,000
		200,343			166,529
Less: accumulated depreciation		(64,857	)		(46,933	)

NET PROPERTY AND EQUIPMENT		135,486			119,596

INTANGIBLE ASSETS
Domain, net of amortization of $5,109 and $4,931, respectively		206			384
Trademark, net of amortization of $657 and $601, respectively		486			542
Patents, net of amortization of $33,062 and $29,779, respectively		68,081			71,364

TOTAL INTANGIBLE ASSETS		68,773			72,290

TOTAL OTHER ASSETS		3,204,259			191,886

TOTAL ASSETS	$	59,004,953		$	52,214,005

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and other payables	$	248,810		$	57,390
Accrued expenses		796			3,070
Accrued expenses, related party		-			211,750
Accrued interest on convertible notes		199,276			191,763
Derivative liabilities		25,073,232			26,015,069
Loan payable, related party		104,098			-
Convertible promissory notes		699,347			677,500

TOTAL CURRENT LIABILITIES		26,325,559			27,156,542

LONG TERM LIABILITIES
Loan payable, related party		90,761
Convertible promissory notes		50,000			150,000

TOTAL LONG TERM LIABILITIES		140,7961			150,000

TOTAL LIABILITIES		26,466,320			27,306,542

COMMIMENTS AND CONTINGENCIES (SEE NOTE 9)		-			-

Series C 10% Preferred Stock, 2,700 and 2,700 shares issued and outstanding, redeemable value of $270,000 and $270,000, respectively		270,000			270,000

SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares		-			-
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 4,449,997,804 and 4,271,749,146 shares issued and outstanding, respectively		4,449,998			4,271,749
Additional Paid in Capital		107,063,659			103,311,733
Accumulated deficit		(79,245,024	)		(82,946,019	)

TOTAL SHAREHOLDERS’ EQUITY		32,268,633			24,637,463

TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY	$	59,004,953		$	52,214,005

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

SUNHYDROGEN, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021

(Unaudited)

	Three Months Ended						Three Months Ended						Six Months Ended
	September 30, 2022			September 30, 2021			December 31, 2022			December 31, 2021			December 31, 2022			December 31, 2021

REVENUE	$	-		$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES
Selling and Marketing		87,745			109,776			-			87,590			87,745			197,366
General and administrative expenses		235,107			326,585			3,276,042			353,885			3,511,149			680,470
Research and development cost		305,530			151,362			1,774,790			285,853			2,080,320			437,215
Depreciation and amortization		10,321			12,043			11,119			10,283			21,440			22,326

TOTAL OPERATING EXPENSES		638,703			599,766			5,061,951			737,611			5,700,654			1,337,377

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(638,703	)		(599,766	)		(5,061,951	)		(737,611	)		(5,700,654	)		(1,337,377	)

OTHER INCOME/(EXPENSES)
Investment income		255,012			17,023			161,834			17,184			397,727			34,207
Gain on sale of asset		-			-
Dividend expense		(6,750	)		-			(6,750	)		-			(13,500	)		-
Loss on settlement of debt		-			-
Loss on redemption of marketable securities		(19,119	)		-
Unrealized gain on investments in affiliate								8,120,635			-			8,120,635			-

Loss on settlement of derivative liability		-			-			-			(841,596	)		-			(841,596	)
Gain (Loss) on change in derivative liability		(464,037	)		49,352,125			1,405,874			26,135,397			941,837			75,487,522
Interest expense		(23,352	)		(144,538	)		(21,696	)		(141,612	)		(45,050	)		(286,150	)

TOTAL OTHER INCOME (EXPENSES)		(258,246	)		49,224,610			9,659,897			25,169,373			9,401,649			74,393,983

NET INCOME (LOSS)	$	(896,949	)	$	48,624,844

COMMON STOCK WARRANTS DEEMED DIVIDENDS		-			-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(896,949	)	$	48,624,844
NET INCOME							$	4,597,946		$	24,431,762		$	3,700,995		$	73,056,606

BASIC EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	0.01		$	0.00		$	0.01		$	0.00		$	0.02

DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	0.01		$	0.00		$	0.00		$	0.00		$	0.01

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		4,271,749,146			4,000,362,987			4,382,210,756			4,029,789,187			4,327,586,883			4,015,076,087

DILUTED		4,271,749,146			5,523,313,069			5,385,011,715			5,304,670,650			5,330,387,842			5,289,957,550

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

SUNHYDROGEN, INC.

CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)

FOR THE ~~THREE~~SIX MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021

	THREE MONTHS ENDED SEPTEMBER 30, 2021																			SIX MONTHS ENDED DECEMBER 31, 2021
											Additional																			Additional
	Preferred stock						Common stock				Paid-in			Accumulated						Preferred stock						Common stock				Paid-in			Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital			Deficit			Total			Shares		Amount		Mezzanine		Shares		Amount		Capital			Deficit			Total
Balance at June 30, 2021		-	$	-	$	-		3,849,308,495	$	3,849,308	$	88,560,321		$	(172,976,952	)	$	(80,567,323	)		-	$	-	$	-		3,849,308,495	$	3,849,308	$	88,560,321		$	(172,976,952	)	$	(80,567,323	)

Issuance of common stock for conversion of debt and accrued interest		-		-		-		180,480,692		180,481		(9,024	)		-			171,457			-		-		-		180,480,692		180,481		(9,024	)		-			171,457

Issuance of Series C preferred stock in exchange for fair value of convertible note																					2,700		3		270,000		-		-		14,340,766			-			14,340,769

Redemption of related parties stock options		-		-		-		-		-		(1,450,000	)		-			(1,450,000	)		-		-		-		-		-		(1,450,000	)		-			(1,450,000	)

Net Income		-		-		-		-		-		-			48,624,844			48,624,844			-		-		-		-		-		-			73,056,606			73,056,606

Balance at September 30, 2021 (unaudited)		-	$	-	$	-		4,029,789,187	$	4,029,789	$	87,101,297		$	(124,352,108	)	$	(33,221,022	)
Balance at December 31, 2021 (unaudited)																					2,700	$	3	$	270,000		4,029,789,187	$	4,029,789	$	101,442,063		$	(99,920,346	)	$	5,551,509

THREE MONTHS ENDED SEPTEMBER 30, 2022
Additional
Preferred stock Common stock Paid-in Accumulated
Shares Amount Mezzanine Shares Amount Capital Deficit Total
Balance at June 30, 2022 - $ - $ 270,000 4,271,749,146 $ 4,271,749 $ 103,311,733 $ (82,946,019 ) $ 24,637,463

Net Loss - - - - - - (896,949 ) (896,949 )

Balance at September 30, 2022 (unaudited) - $ - $ 270,000 4,271,749,146 $ 4,271,749 $ 103,311,733 $ (83,842,968 ) $ 23,740,514

	SIX MONTHS ENDED DECEMBER 31, 2022
											Additional
	Preferred stock						Common stock				Paid-in			Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital			Deficit			Total
Balance at June 30, 2022		-	$	-	$	270,000		4,271,749,146	$	4,271,749	$	103,311,733		$	(82,946,019	)	$	24,637,463

Issuance of common stock for conversion of debt and accrued interest		-		-		-		120,000,000		120,000		(6,000	)		-			114,000

Issuance of common stock through a purchase agreement for cash		-		-		-		56,314,806		56,315		1,361,785			-			1,418,100

Issuance of common stock through a cashless exercise of stock options		-		-		-		1,933,852		1,934		30,941			-			32,875

Stock compensation for conversion of restricted stock awards		-		-		-		-		-		2,365,200			-			2,365,200

Net income		-		-		-		-		-		-			3,700,995			3,700,995

Balance at December 31, 2022 (unaudited)		-	$	-	$	270,000		4,449,997,804	$	4,449,998	$	107,063,659		$	(79,245,024	)	$	32,268,633

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

SUNHYDROGEN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~SEPTEMBER 30,~~DECEMBER 31 2022 AND 2021

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30, 2022			September 30, 2021			December 31, 2022			December 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(896,949	)	$	48,624,844		$	3,700,995		$	73,056,606
Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities
Depreciation & amortization expense		10,321			12,043			21,440			22,326
Loss on redemption of marketable securities		19,119			-
Stock compensation expense for services through a cashless exercise								32,875			-
Net stock compensation expense for conversion of restricted stock awards								2,365,200			-
Loss on settlement of debt and derivative								-			841,596
Net (Gain) Loss on change in derivative liability		464,037			(49,352,125	)		(941,837	)		(75,487,522	)
Unrealized gain on change in fair value of investment in affiliate								(8,120,635	)		-
Amortization of debt discount recorded as interest expense		-			113,425			-			226,849
Change in assets and liabilities :
Prepaid expense		1,451			(9,047	)		2,525			(3,580	)
Accounts payable		94,045			(96,486	)		191,420			(19,883	)
Accrued expenses		3,080			6,906			(2,273	)		2,838
Accrued interest on convertible notes		23,352			31,114			43,361			59,301

NET CASH USED IN OPERATING ACTIVITIES		(281,544	)		(669,326	)		(2,706,929	)		(1,301,469	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of marketable securities		(1,790,735	)		(8,393,442	)
Marketable securities purchased								(1,771,617	)		-
Marketable securities redeemed								5,250,317			(8,653,392	)
Purchase of investment in affiliate								(7,000,000	)		-
Purchase of long term convertible note, affiliate								(3,000,000	)		-
Purchase of tangible assets		(33,814	)		-			(33,814	)		-

NET CASH USED IN INVESTING ACTIVITIES:		(1,824,549	)		(8,393,442	)		(6,555,114	)		(8,653,392	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from purchase agreements								1,418,100			-
Repayment of related party note payable								(16,891	)
Redemption of related parties stock options		-			(1,450,000	)		-			(1,450,000	)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		-			(1,450,000	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES								1,401,209			(1,450,000	)

NET INCREASE (DECREASE) IN CASH		(2,106,093	)		(10,512,768	)
NET DECREASE IN CASH								(7,860,834	)		(11,404,861	)

CASH, BEGINNING OF PERIOD		27,681,485			56,006,555			27,681,485			56,006,555

CASH, END OF PERIOD	$	25,575,392		$	45,493,787		$	19,820,651		$	44,601,694

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	1,688		$	-
Taxes paid	$	-		$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Fair value of common stock upon conversion of convertible notes, and accrued interest	$	-		$	171,457
Fair value of common stock upon conversion of convertible notes , and accrued interest							$	114,000		$	171,457
Fair value of preferred stock in exchange for convertible note							$	-		$	14,340,769
Fair value of derivative liability removed							$	-		$	13,231,008
Fair value of stock options issued through a cashless exercise							$	32,875		$	-
Reclassification of related party accrued salary to loan payable							$	211,750		$	-

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

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021

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 Regulation 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~~six months ended ~~September 30,~~December 31, 2022 are not necessarily indicative of the results that may be expected for the ~~year~~six months ended ~~June 30, 2023.~~December 31, 2022. 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, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Cash and Cash Equivalent

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

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,~~December 31, 2022, the cash balance in excess of the FDIC limits was ~~$25,038,271.~~$19,291,669. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Marketable Securities

The Company considers corporate bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating of AAA and BBB.

~~All investments~~Corporate bonds and U.S. Treasuries are considered current, based on to their liquidity. The investments are generally valued using quoted prices and are classified in Level 2 of the fair value hierarchy as prices are not always from active markets. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.

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.

~~SUNHYDROGEN, INC.~~

~~NOTES TO FINANCIAL STATEMENTS – UNAUDITED~~

~~SEPTEMBER 30, 2022 AND 2021~~

2.	~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

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			5 Years
Vehicle			5 Years

The Company recognized depreciation expense of ~~$8,562~~$17,923 and ~~$8,525~~$18,809 for the ~~three~~six months ended ~~September 30,~~December 31, 2022 and 2021, respectively.

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2022 AND 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

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

	Useful Lives		9/30/2022			6/30/2022			Useful Lives	12/31/2022			6/30/2022

Domain-gross		15 years	$	5,315		$	5,315		15 years	$	5,315		$	5,315
Less accumulated amortization				(5,020	)		(4,931	)			(5,109	)		(4,931	)
Domain-net			$	295		$	384			$	206		$	384

Trademark-gross		10 years	$	1,143		$	1,143		10 years	$	1,143		$	1,143
Less accumulated amortization				(628	)		(601	)			(657	)		(601	)
Domain-net			$	514		$	542			$	486		$	542

Patents-gross		15 years	$	101,143		$	101,143		15 years	$	101,143		$	101,143
Less accumulated amortization				(31,421	)		(29,779	)			(33,062	)		(29,779	)
Patents-net			$	69,722		$	71,364			$	68,081		$	71,364

The Company recognized amortization expense of ~~$1,759~~$3,517 and ~~$1,759~~$3,517 for the three months ended ~~September 30,~~December 31, 2022 and 2021, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. 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 (Note 4), plus the assumed conversion of convertible debt (Note 5).

~~Three~~Six Months Ended ~~September~~December 30, 2022

The Company calculated the dilutive impact of ~~the 157,965,711~~154,894,499 outstanding stock options, ~~of,~~ 94,895,239 common stock purchase warrants, and the convertible debt and accrued interest of ~~$1,042,614,~~$948,623, which is convertible into shares of common stock. The warrants and convertible debt were included because their impact is dilutive.

Six Months Ended December 31, 2021

The Company calculated the dilutive impact of 157,965,711 outstanding stock options, 94,895,239 common stock purchase warrants, and the convertible debt and accrued interest of $1,173,384, which is convertible into shares of common stock. The common stock purchase warrants were ~~not~~ included in the calculation of net earnings per share, because their impact on income per share is ~~antidilutive.~~dilutive.

	Six Months Ended
	December 31,
	2022		2021

Income (Loss) to common shareholders (Numerator)	$	3,700,995	$	73,056,606

Basic weighted average number of common shares outstanding (Denominator)		4,382,210,756		4,327,586,883

Diluted weighted average number of common shares outstanding (Denominator)		5,385,011,715		5,330,387,842

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~Three Months Ended September 30, 2021~~

For the three months ended September 30, 2021, the Company calculated the dilutive impact of the outstanding stock options of 157,965,711, common stock purchase warrants of 94,895,239, and the convertible debt of $1,150,800, which is convertible into shares of common stock. The stock options were not included, because their impact was antidilutive.

Three Months Ended
September 30,
2022 2021

Income (Loss) to common shareholders (Numerator) $ (896,949 ) $ 48,624,844 )

Basic weighted average number of common shares outstanding (Denominator) 4,271,749,146 4,000,362,987

Diluted weighted average number of common shares outstanding (Denominator) 4,271,749,146 5,523,313,069

Equity Incentive Plan and Stock Options

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 ~~will~~is initially be 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

Equity Incentive Plan

On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with 300,000,000 shares reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost. 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. The Company granted options to purchase 170,000,000 shares of common stock options on January 23, 2019.

~~SUNHYDROGEN, INC.~~

~~NOTES TO FINANCIAL STATEMENTS – UNAUDITED~~

~~SEPTEMBER 30, 2022 AND 2021~~

2.	~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

As of ~~September 30,~~December 31, 2022, there were ~~157,695,711~~154,894,499 stock options issued, and a reserve of ~~43,670,096.~~46,741,308.

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 the 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,~~December 31, 2022, 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.

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

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. Assets and liabilities measured at fair value on a recurring basis are as follows on ~~June 30,~~December 31, 2022 ~~and 2021~~ (See Note 6):

Total (Level 1) (Level 2) (Level 3)
Assets:
Marketable securities measured at fair value September 30, 2022 $ 33,869,699 $ 7,774,842 $ 26,094,857 $ —

Liabilities:
Derivative liabilities measured at fair value September 30, 2022 $ 26,479,106 $ — $ — $ 26,479,106

	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities measured at fair value December 31, 2022		37,251,082		1,580,712	$	35,670,370		-
	$	37,251,082	$	1,580,712	$	35,670,370	$	-

Liabilities:
Derivative liabilities measured at fair value December 31, 2022	$	25,073,232	$	-	$	-	$	25,073,232

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Balance as of June 30, 2022 26,015,069
Loss on change in derivative liability 464,037
Balance as of September 30, 2022 $ 26,479,106

Balance as of June 30, 2022		26,015,069
Gain on change in derivative liability		(941,837	)
Balance as of December 31, 2022	$	25,073,232

The derivative liability balance consisted of the derivative liabilities for convertible notes in the amount of $22,578,380 and warrants in the amount of $2,494,852 for an aggregate total of $25,073,232.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were ~~$305,530~~$2,080,320 and ~~$151,362~~$437,215 for the ~~three~~six months ended ~~September 30,~~December 31, 2022 and 2021, respectively.

Accounting for Derivatives

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

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

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassification of Expenses

Certain amounts in the 2021 financial statements have been reclassified to conform to the presentation used in the 2022 financial statements. There was no material effect on the Company’s previously issued financial statements.

Recently Issued Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited financial statements as of ~~September 30,~~December 31, 2022.

CAPITAL STOCK

Series C Preferred Stock

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

The Company entered into a securities purchase agreement on December 15, 2021, with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was $187,800 of principal remaining under the note issued to the investor by the Company on February 3, 2017, plus $80,365 of accrued interest, representing a total aggregate note balance of $268,165. Pursuant to the purchase agreement, the Company sold to the investor 2,700 shares of the Company’s newly designated Series C Preferred Stock for a total purchase price of $268,165, and a loss on settlement of debt of $1,835. As of ~~June 30,~~December 31, 2022, the Company had a total of 2,700 shares of Series C Preferred Stock outstanding with a fair value of $268,165, and a stated face value of one hundred dollars ($100) (“share value’) per share, convertible into shares of common stock of the Company. The stock was presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the issuer’s control. Upon liquidation, dissolution and winding up of the Company, the holder of each outstanding share of Series C Preferred Stock shall be entitled to receive, out of the assets of the ~~Corporation~~Company available for distribution to its shareholders upon such liquidation, before any payments shall be made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the ~~Corporation~~Company shall have higher priority of liquidation preference than holders of Series C Preferred Stock. The ~~Holder~~holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.00095.

Common Stock

On January 27, 2022, the holder of the majority of the voting power of the shareholders of the Company, and the Company’s chief executive officer, approved by written consent (i) an amendment to the Company’s articles of incorporation to increase the Company’s authorized shares of common stock from 5,000,000,000 to 10,000,000,000, (ii) an amendment to the Company’s articles of incorporation to effect a reverse stock split of the Company’s common stock by a ratio of not less than 1-for-100 and not more than 1-for-500 at any time prior to the one year anniversary of filing the definitive information statement with respect to the reverse split, with the board of directors having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a whole number within the above range as determined by the board in its discretion, and (iii) the adoption of the Company’s 2022 Equity Incentive Plan. Such shareholder approval for such actions became effective 20 days after the definitive information statement relating to such actions was mailed to shareholders.

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

~~SEPTEMBER 30,~~DECEMBER 31, 2022 AND 2021

CAPITAL STOCK (Continued)

~~Three~~Six Months ended ~~September 30,~~December 31, 2022

During the period ended ~~September 30,~~December 31, 2022, the Company issued 120,000,000 shares of common stock upon conversion of convertible notes in the amount of $78,153 of principal, plus accrued interest of $35,847 based upon a conversion price of $0.00095 per share. The notes were converted per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for a total of $45,000,000 to purchase shares of common stock. During the period ended December 31, 2022, the Company issued 56,314,806 shares of common stock for ~~conversion~~$1,450,000 under a purchase agreement at prices of ~~convertible notes.~~$0.02504 - $0.02608, pursuant to the purchase notices received from the investor. The finance cost of $31,900 was deducted from the gross proceeds converted.

During the period ended December 31, 2022, a consultant exercised 3,071,412 shares of nonqualified stock options with an exercise price of $0.01 and a market price of $0.027 per share. Upon exercise of the stock options, the Company issued 1,933,852 shares of common stock through a cashless exercise at the price of $0.017 per share for compensation expense of $32,875.

Under the 2022 Equity Incentive Plan, one employee and one consultant were granted 40,000,000 restricted stock awards for services, of which 20,000,000 shares vested January 1, 2023 and 20,000,000 shares will vest January 1, 2024.

~~Three~~Six Months ended ~~September 30,~~December 31, 2021

During the period ended September 30, 2021, the Company issued 180,480,692 shares of common stock upon conversion of convertible notes in the amount of $120,400 of principal, plus accrued interest of $51,057 based upon a conversion price of $0.00095 per share. The notes were converted per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.

OPTIONS AND WARRANTS

OPTIONS

On October 2, 2017, the Company granted non-qualified options to purchase 10,000,000 shares of common ~~stock.~~stock . Each option expires on the date specified in the option agreement, which date is not later than the fifth (5^th) anniversary from the grant date of the options. Of the 10,000,000 non-qualified options, one-third vest immediately, and one-third vest the second and third year, such that the options are fully vested with a maturity date of October 2, 2022 and are exercisable at an exercise price of $0.01 per share. During the period the 3,071, 412 options remaining were fully exercised. As of December 31, 2022, there are no remaining options outstanding.

On January 23, 2019, the Company issued 170,000,000 stock options. One-third of the options vested immediately, and the remainder vest 1/24 per month over the first twenty-four months following the option grant. The options expire 10 years from the initial grant date. The options fully vested by January 23, 2022.

On January 31, 2019, the Company issued 6,000,000 stock options, of which two-third (2/3) vested immediately, and the remaining amount shall vest one-twelfth (1/12) per month from after the date of the option grant. The options expire 10 years from the initial grant date. The options fully vested on January 31, 2020.

On July 22, 2019, the Company issued 10,000,000 stock options, of which one-third (1/3) vested immediately, and the remaining shall vest one-twenty fourth (1/24) per month from after the date of the option grant. The options expire 10 years from the initial grant date. The options fully vested on July 22, 2020.

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2022 AND 2021

OPTIONS AND WARRANTS (Continued)

A summary of the Company’s stock option activity and related information follows:

	9/30/2022				9/30/2021					12/31/2022					12/31/2021
			Weighted					Weighted					Weighted					Weighted
	Number		average		Number			average		Number			average		Number			average
	Of		exercise		Of			exercise		Of			exercise		Of			exercise
	Options		price		Options			price		Options			price		Options			price
Outstanding, beginning of period		157,965,711	$	0.01		182,853,174		$	0.0089		157,965,711		$	0.01		182,853,174		$	0.0089
Granted		—		—		—			—		-			-		-			-
Exercised		—		—		—			—		(3,071,212	)	$	0.01		-			-
Redemption of options		—		—		(24,887,463	)	$	0.0099		-			-		(24,887,463	)	$	0.0099
Outstanding, end of period		157,965,711	$	0.0089		157,965,711		$	0.0089		154,894,499		$	0.0096		157,965,711		$	0.0089
Exercisable at the end of period		157,965,711	$	0.0089		157,965,711		$	0.0089		154,894,499		$	0.0096		157,965,711		$	0.0089

During the ~~three~~six months ended ~~September 30,~~December 31, 2022, a consultant exercised 3,071,412 nonqualified stock options through a cashless exercise for 1,933,852 shares, leaving a balance of 154,894,499 options outstanding. The options were fully vested and previously expensed accordingly.

During the six months ended December 31, 2021, the Company redeemed a total of 24,887,463 of the Company’s stock options from related parties for a total of ~~$1,450,000, leaving a balance~~$1,450,000. The options were bought back for the market price at the date of ~~157,965,711 stock~~the buy-back less the exercise price of the grant. All options ~~outstanding.~~that were bought back were fully vested and previously expensed accordingly.

The company’s reasons for the option redemption action for CEO, Director, and consultant included:

	●	Retention of said persons who had been with the company for years with no benefit of stock compensation due to volatility

	●	This action allowed for more price stability in the stock.

●·

Allowed the company to retain more shares in the equity incentive program established at the time.

~~SUNHYDROGEN, INC.~~

~~NOTES TO FINANCIAL STATEMENTS – UNAUDITED~~

~~SEPTEMBER 30, 2022 AND 2021~~

4.	~~OPTIONS AND WARRANTS~~ ~~(Continued)~~

The weighted average remaining contractual life of options outstanding as of ~~September 30,~~December 31, 2022 and 2021 was as follows:

9/30/2022								9/30/2021
12/31/2022																12/31/2022							12/31/2021
Exercise Price	Exercise Price	Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercise Price	Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercise Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0100		3,071,212		3,071,212		0.01	$	0.0100		3,071,212		3,071,212		1.01	-		-		-		-	$	0.0100		3,071,212		3,071,212		0.76
$	0.0097		6,000,000		6,000,000		3.34		0.0097		6,000,000		6,000,000		4.34	0.0097		6,000,000		6,000,000		3.09	$	0.0097		6,000,000		6,000,000		4.09
$	0.0099		138,894,499		138,894,499		3.32	$	0.0099		138,894,499		138,894,499		4.32	0.0099		138,894,499		138,894,499		3.07	$	0.0099		138,894,499		138,894,499		4.07
$	0.0060		10,000,000		10,000,000		3.81	$	0.0060		10,000,000		10,000,000		4.81	0.0060		10,000,000		10,000,000		3.56	$	0.0060		10,000,000		10,000,000		4.56
			157,965,711		157,965,711						157,965,711		157,965,711					154,894,499		154,894,499						157,965,711		157,965,711

WARRANTS

As of ~~September 30,~~December 31, 2022, the Company had an aggregate of 94,895,239 common stock purchase warrants outstanding, with exercise prices ranging from $0.0938 - $0.13125 per share. The warrants were estimated at fair value on the date of issuance as calculated using the Black-Scholes valuation model. The derivative calculated on all warrants outstanding are include in the derivative liability (See Note 6). The warrants can be exercised over periods of three (3) to five (5) years.

A summary of the Company’s warrant activity and related information follows for the period ended ~~September 30,~~December 31, 2022.

	9/30/2022				12/31/2022
			Weighted				Weighted
	Number		average		Number		average
	of		exercise		of		exercise
	Warrants		price		Warrants		price
Outstanding, beginning of period		94,895,239	$	0.11		94,895,239	$	0.11
Granted		—		—		-		-
Exercised		—		—		-		-
Forfeited/Expired		—		—		-		-
Outstanding, end of period		94,895,239	$	0.11		94,895,239	$	0.11
Exercisable at the end of period		94,895,239	$	0.11		94,895,239	$	0.11

9/30/2022 Weighted Average
Exercise
Price Warrants
Outstanding Warrants
Exercisable Remaining Contractual
Life (years)
$ 0.0938 16,800,000 16,800,000 0.67 - 1.25
$ 0.13125 6,666,667 6,666,667 3.41
$ 0.12 71,428,572 71,428,572 3.42
94,895,239 94,895,239

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2022 AND 2021

OPTIONS AND WARRANTS (Continued)

12/31/2022						Weighted Average
Exercise Price		Warrants Outstanding		Warrants Exercisable		Remaining Contractual Life (years)
$	0.0938		16,800,000		16,800,000		0.42 - 1.0
$	0.13125		6,666,667		6,666,667		3.16
$	0.12		71,428,572		71,428,572		3.17
			94,895,239		94,895,239

At ~~September 30,~~December 31, 2022, the aggregate intrinsic value of the warrants outstanding was $0.

~~SUNHYDROGEN, INC.~~

~~NOTES TO FINANCIAL STATEMENTS – UNAUDITED~~

~~SEPTEMBER 30, 2022 AND 2021~~

CONVERTIBLE PROMISSORY NOTES

As of ~~September 30,~~December 31, 2022, the outstanding convertible promissory notes are summarized as follows:

Convertible Promissory Notes	$	827,500	$	749,347
Less current portion		777,500		699,347
Total long-term liabilities	$	50,000	$	50,000

Maturities of long-term debt for the next three years are as follows:

Period Ended September 30,	Amount
Period Ended December 31,			Amount
2023	$	777,500	$	699,347
2025		50,000		50,000
	$	827,500	$	749,347

At ~~September 30,~~December 31, 2022, the outstanding balance of the convertible promissory notes was ~~$827,500.~~$749,347.

The Company issued a 10% convertible promissory note on November 9, 2017 (the “Nov 2017 Note”) in the aggregate principal amount of up to $500,000. The Company received tranches for an aggregate principal total of ~~500,000.~~$500,000. The Nov 2017 Note had a maturity date of November 9, 2018, with an automatic extension of sixty (60) months from the effective date of the note. The Nov 2017 Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Nov 2017 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. ~~The~~During the period ended December 31, 2022, the Company issued 120,000,000 shares of common stock upon the conversion of principal in the amount of $78,153, plus accrued interest of $35,847. As of December 31, 2022, the balance ~~of the Nov 2017 Note as of September 30, 2022~~remaining was ~~$177,500.~~$99,347.

The Company issued a 10% convertible promissory note on June 27, 2018 (the “Jun 2018 Note”) in the aggregate principal amount of up to $500,000. The Company received tranches for an aggregate principal total of $500,000. The Jun 2018 Note matured on June 27, 2019, which was automatically extended for sixty (60) months from the effective date of the note. The Jun 2018 Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Jun 2018 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event, that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The balance of the Jun 2018 Note as of ~~September 30,~~December 31, 2022 was $500,000.

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2022 AND 2021

CONVERTIBLE PROMISSORY NOTES (Continued)

The Company issued a 10% convertible promissory note on August 10, 2018 (the “Aug 2018 Note”) in the aggregate principal amount of up to $100,000. The Aug 2018 Note had a maturity date of August 10, 2019, with an extension of sixty (60) months from the date of the note. The Aug 2018 Note matures on August 10, 2023. The Aug 2018 Note may be converted into shares of the Company’s common stock at a conversion price of the lesser of a) $0.005 per share or b) sixty-one (61%) percent of the lowest trading price per common stock recorded on any trade day after the effective date. The conversion feature of the Aug 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The balance of the Aug 2018 Note as of ~~September 30,~~December 31, 2022 was $100,000.

~~SUNHYDROGEN, INC.~~

~~NOTES TO FINANCIAL STATEMENTS – UNAUDITED~~

~~SEPTEMBER 30, 2022 AND 2021~~

5.	~~CONVERTIBLE PROMISSORY NOTES (Continued)~~

On April 15, 2020, the Company issued a convertible promissory note (the “Apr 2020 Note”) to an investor in the aggregate principal amount of $50,000. The Company received tranches for an aggregate principal total of $50,000. The Apr 2020 Note matures twelve (12) months from the effective dates of each respective tranche, such that the Apr 2020 Note matures on April 15, 2021, with an automatic extension of sixty (60) months from the effective date of each tranche. The Apr Note is convertible into shares of common stock of the Company at a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price of the common stock recorded on any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of four (4) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Apr 2020 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the fourth business day (inclusive of the day of the conversion) until the shares are delivered. The conversion feature of the April 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Apr 2020 Note. The balance of the Apr 2020 Note as of ~~September 30,~~December 31, 2022 was $50,000.

DERIVATIVE LIABILITIES

ASC Topic 815 provides guidance applicable to convertible debt issued by the Company in instances where the number into which the debt can be converted is not fixed. For example, when a convertible debt converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that the embedded conversion option of the convertible debt be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives under accounting standards, the Company recorded a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the embedded derivative. The discount is amortized over the life of the convertible debt, and the derivative liability is adjusted periodically according to stock price fluctuations.

The convertible notes issued do not have fixed settlement provisions because their conversion prices are not fixed. The conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

During the period ended ~~September 30~~December 31, 2022, the Company recorded a net ~~loss~~gain in change in derivative of ~~$464,037~~$941,837 in the statement of operations due to the change in fair value of the remaining notes, for the period ended ~~September 30,~~December 31, 2022.

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2022 AND 2021

DERIVATIVE LIABILITIES (Continued)

For the ~~three~~six months ended ~~September 30,~~December 31, 2022 and the year ended June 30, 2022, the fair value of the derivative liabilities are as follows;

	9/30/2022		6/30/2022		12/31/2022		6/30/2022

Derivative liability, convertible notes	$	25,005,392	$	24,528,774	$	22,578,380	$	24,528,774
Derivative liability, warrants		1,473,714		1,486,294		2,494,852		1,486,294
Total	$	26,479,106	$	26,015,068	$	25,073,232	$	26,015,068

~~SUNHYDROGEN, INC.~~

~~NOTES TO FINANCIAL STATEMENTS – UNAUDITED~~

~~SEPTEMBER 30, 2022 AND 2021~~

6.	~~DERIVATIVE LIABILITIES (Continued)~~

For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice formula. The significant assumptions used in the Binomial lattice formula of the derivatives are as follows:

Risk free interest rate		~~3.92%~~4.41% - ~~4.25%~~4.76%
Stock volatility factor		~~87.0%~~92.0% - ~~170.0%~~133.0%
Weighted average expected option life		1 year - 5 years
Expected dividend yield		None

MARKETABLE SECURITIES

As of ~~September 30,~~December 31, 2022, the Company invested in corporate bonds and government bonds, which have been recognized in the financial statements at cost.

The Company considers corporate bonds and government bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating between AAA and BBB.

As of ~~September 30,~~December 31, 2022, the components of the Company’s cash, cash equivalents, short -term investments are summarized as follows:

	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities		Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities
Cash		17,800,550		-		-			17,800,550		17,800,550		-		18,239,939		-		-			18,239,939		18,239,939		-

Subtotal		17,800,550		-					17,800,550		17,800,550		-		18,239,939		-					18,239,939		18,239,939		-
Level 1
U.S. Treasury bills		7,774,842		-		-			7,774,842		7,774,842		-		1,580,712		-		-			1,580,712		1,580,712		-
Subtotal		7,774,842		-		-			7,774,842		7,774,842		-		1,580,712		-		-			1,580,712		1,580,712		-
Level 2
U.S. Government		19,273,174		-		(112,832	)		19,160,342		-		19,160,342
Corporate securities		6,821,683		-		(180,580	)		6,641,103		-		6,641,103

Marketable securities															20,844,540		-		(294,805	)		20,549,735		-		20,549,735
Investment in affiliate															7,000,0000		8,120,635					15,120,635				15,120,635

Subtotal		26,094,857		-		(293,412	)		25,801,445		-		25,801,445		27,844,540		8,120,635		(294,805	)		35,670,370		-		35,670,370

Total		51,670,249		-		(293,412	)		51,376,837		25,575,392		25,801,445		47,665,191		8,120,635		(294,805	)		55,491,021		19,820,651		35,670,370

The Company has invested in bonds maturing from ~~October 31,~~December 6, 2022 through August 16, 2023 that are held to maturity. The current trading prices or fair market value of the securities vary, and we believe any decline in fair value is temporary. All securities are current and not in default.

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2022 AND 2021

MARKETABLE SECURITIES (Continued)

The following table summarizes the amortized cost of the held-to-maturity securities at ~~September 30,~~December 31, 2022, aggregated by credit quality indicator.

Credit Quality Indicators for the Securities
AA/A	$	28,904,420	$	17,459,974
BBB	$	4,965,278	$	4,965,278
Total	$	33,869,698	$	22,425,252

During the period ended ~~September 30,~~December 31, 2022, the Company recognized interest income of ~~$255,012~~$397,727 in the financial statements, which is recorded as part of investment income in the statement of operations.

8.	INVESTMENTS IN SECURITIES -AFFILIATE AND CONVERTIBLE NOTES RECEIVABLE -AFFILIATE

On November 11, 2022, the Company entered into a subscription agreement with TECO2030 ASA, (TECO) a public limited company incorporated in Norway. Pursuant to the subscription agreement, the Company purchased 13,443,875 shares of TECO stock for an aggregate consideration of $7 million in USD, at an exchange rate of NOK 10.4094, and a convertible note of TECO for a subscription amount of $3 million in USD. The issuance of the convertible notes receivable is through a Tap Issue Addendum to TECO’s secured convertible notes agreement dated June 1, 2022, pursuant to which Nordic Trustee AS is acting as the security agent on behalf of the note holders. The convertible notes mature on June 1, 2025, and bears interest at the rate of 8% per annum paid quarterly in arrears and are convertible into shares of TECO at a rate of NOK 5.0868 per share.

The Company’s CEO is a director of TECO, as such TECO is considered an affiliate of the Company.

		Cost Basis				Unrealized Gain				Fair Value December 31, 2022
Short term investments in affiliate at fair value		$	7,000,000			$	8,120,635			$	15,120,635

During the period ended December 31, 2022, the Company recognized an unrealized gain of $8,120,635 in the financial statements.

COMMITMENTS AND CONTINGENCIES

Effective October 1, 2022, the Company extended its research agreement with the University of Iowa through September 30, ~~2022.~~2023. As consideration under the research agreement, the University of Iowa will receive a maximum of $343,984 from the Company in four equal ~~installments.~~installments of $85,996. The agreement can be terminated by either party upon sixty (60) days prior written notice to the other.

Effective October 1, 2022, the Company extended its research agreement with the University of Michigan through September 30, 2023. As consideration under the research agreement, the University of Michigan will receive a maximum of ~~$296,448,~~$298,194, from the Company in four equal ~~installments.~~installments of $74,549. In the event of early termination by the Sponsor, the Sponsor will pay all costs accrued by the University as of the date of termination, including non-cancellable obligations.

~~SUNHYDROGEN, INC.~~

~~NOTES TO FINANCIAL STATEMENTS – UNAUDITED~~

~~SEPTEMBER 30, 2022 AND 2021~~

8.	~~COMMITMENTS AND CONTINGENCIES (Continued)~~

Effective December 2021, the Company entered into a marketing media campaign in the amount of ~~$350,000. During~~$350,000, during the year ended June 30, ~~2022 the~~2022. The Company paid $262,500, and the remaining balance of $87,500 was paid on July 11, 2022 leaving a zero balance as of ~~September 30,~~December 31, 2022.

The Company rented lab space with the University of Iowa as of February 2022. The monthly rent is a base of $1,468, ~~and~~ plus an additional $500 for the rental of a lab on a month-to-month basis and is cancellable with a thirty (30) day notice. Due to the rental being month-to-month, ASC 842 lease accounting is not applicable.

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

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2022 AND 2021

9.10.

RELATED PARTY

~~Three~~Six Months ended ~~September 30,~~December 31, 2022

As of ~~September 30,~~December 31, 2022, the Company reported an accrual associated with the CEO’s prior years’ salary in the amount of $211,750 for the current year, which is recorded in related party accrued expenses. The Company began accruing the salary in 2011 and used the funds for operating expenses. During the period ended December 31, 2022, the accrued salary was reclassified as a loan from the CEO, with an interest rate of five percent (5%). The ~~CEO~~loan will be ~~paid at~~repaid with monthly payments of $9,290, including interest and principal over a ~~later date.~~two-year period. As of December 31, 2022, the balance remaining on the loan was $194,859.

~~Three Months ended September 30, 2021~~

AsUnder the 2022 Equity Incentive Plan, two employees were granted 150,000,000 restricted stock awards for services, which vested immediately. The Company withheld 62,400,000 shares at a price of ~~June 30, 2021,~~$0.027 to pay for the ~~Company reported an accrual associated with~~taxes owed by the ~~CEO’s prior years’ salary~~employees in the amount of ~~$211,750, plus current accrual~~$1,684,800, and the remaining 87,600,000 shares priced at $0.027 per share in the amount of ~~$9,833 for a total of $221,583, which is recorded~~$2,365,200 in ~~accrued expenses, related party. The Company began accruing~~stock compensation reported in the ~~salary in 2011 and used the funds for operating expenses. The CEO will be paid during the fiscal year.~~financial statements.

During the ~~three~~six months ended ~~September 30,~~December 31, 2022, a consultant exercised 3,071,412 nonqualified stock options through a cashless exercise for $32,875 in stock compensation expense reported in the financial statements.

Six Months ended December 31, 2021

During the six months ended December 31, 2021, the Company redeemed 24,887,463 of the Company’s stock options to related parties for a total of ~~$1,450,000~~$1,450,000.

~~10.~~11.

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 ~~October 1, 2022,~~January 24, 2023, the Company issued ~~1,933,852~~12,112,404 shares of common stock ~~upon cashless exercise~~for $250,000 under a purchase agreement at a purchase price of ~~3,071,412 options.~~$0.02064.

On ~~October 18,~~January 23, 2023, under the 2022 Equity Incentive Plan, the Company granted a Director 3,000,000 restricted stock awards for services, which vested immediately. These shares have not yet been issued.

On February 3, 2023, the Company issued ~~120,000,000~~12,703,253 shares of common stock ~~upon conversion~~for $250,000 under a purchase agreement at a purchase price of ~~principal in the amount $78,153, plus accrued interest of $35,847.~~$0.01968.

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.

A longtime development partner to SunHydrogen, The Iowa research team has worked over the past several years to lead the scale-up of our technology. Further, the addition of our Coralville, Iowa laboratory space has enabled us to hire several new senior engineers and chemists and accelerate our developmental targets toward commercialization.

Led by Chief Scientific Officer Dr. Syed Mubeen and Director of Technology Dr. Joun Lee, the Iowa research team is focused on building tandem photoelectrosynthetic heterostructures (nanoparticle-based tandem semiconductor units) and evaluating their manufacturability at scales relevant for commercialization. This involves porous substrate fabrication and development of SunHydrogen’s two proprietary semiconductor nanoparticle units within these porous substrates (dual junction devices).

~~The Iowa team has successfully met several key developmental milestones in the path to achieving a production-quality prototype of our nanoparticle technology, including the following:~~

~~(1)~~

Developed a robust fabrication toolkit to scale porous anodic alumina on transparent conducting oxide substrates in which the tandem nanoparticle units will be fabricated. This achievement aided SunHydrogen’s industry partner InRedox in successfully developing a high-throughput substrate fabrication process.

~~(2)~~

Developed facile deposition chemistries to fabricate semiconductors, interconnects, and contacts needed for tandem nanoparticle devices. This achievement aided the work of our industry partner MSC Co. LTD, who is supplying SunHydrogen with bulk chemicals for nanoparticle growth.

~~(3)~~

~~Successfully fabricated both of our proprietary semiconductor units and demonstrated photocurrents greater than 10 mA/cm~~² ~~for each unit and photovoltages greater than 800 mV for each unit in substrates relevant for prototype demonstration.~~

~~(4)~~

~~Demonstrated dual junction devices with photovoltages that exceed the theoretical voltage needed for water-splitting.~~

In June 2022, we announced that we achieved successful fabrication of one of our two proprietary semiconductor units at production-quality prototype scale. The Iowa team thoroughly tested its ability for hydrogen production using sunlight and water containing organics derived from biomass resources. In this announcement, we also shared that persisting supply chain challenges have delayed fabrication of our second proprietary semiconductor unit at production-quality prototype scale. However, the Iowa research team has identified alternate solutions to successfully fabricate our second proprietary nanoparticle semiconductor unit at production-quality prototype scale. These solutions include pairing one of the SunHydrogen’s proprietary semiconductor unit on Silicon Heterojunction solar cells, Perovskite solar cells, or CdTe-based solar cells. The Iowa team recently had success in pairing one of SunHydrogen’s proprietary semiconductor units with Silicon and Perovskite cells and demonstrated solar hydrogen production. The team is currently optimizing this alternate approach to maximize solar-to-hydrogen efficiency using device housing developed by SunHydrogen’s industry partners. Moving forward, the team will develop novel deposition chemistry that is vendor independent for growing the second semiconductor unit while working with other solar cells in parallel. Solar-to-hydrogen efficiency for both the approaches will be evaluated using devices fabricated in prototype relevant scales.

Outside of our central research and development hub in Iowa, we have entered into a sponsored research agreement with the University of Michigan and further expanded our industrial partnerships across the U.S., Germany, South Korea, and Japan. Our current industrial partners include: SCHMID Group of Germany; MSC Co. LTD of South Korea; Geomatec of Japan; Ionomr Innovations of British Columbia; Chromis Technologies of New Jersey; Optimum Anode of California; and RuC2N of South Korea.

By diversifying our commercialization strategy in this way, we have been able to form relationships with industrial partners who are specialized in individual components of our technology such as electroplating, substrate processing and catalyst/membrane integration.

SCHMID Group will focus on the design and engineering of our generator housing as we continue scaling our technology to larger dimensions. InRedox and MSC Co. LTD are focused on substrate manufacturing and electroplating chemistries, respectively. Geomatec is also working to facilitate our transition to large-scale substrate manufacturing.

We are working with Ionomr Innovations and Chromis Technologies to integrate both proton exchange membranes (PEM) and anion exchange membranes (AEM) into our proprietary substrates and evaluate performance metrics for sustainable hydrogen production.

~~With our newest partners, Optimum Anode and RuC2N, we are working to achieve successful catalyst integration and identify the best catalyst for hydrogen and oxygen production.~~

Led by Dr. Nirala Singh, one of the lead inventors on SunHydrogen Patent No. 9,593,053B1, the University of Michigan team is focused on understanding the requirements of the generator housing and optimizing and testing potential oxygen evolution and hydrogen evolution electrocatalysts to accelerate scaleup and increase efficiency of photoelectrochemically active heterostructures. In the past year, they have demonstrated deposition of oxygen evolution and hydrogen evolution catalysts through atomic layer deposition and tested these materials for their ability to catalyze oxygen evolution and hydrogen evolution. The hydrogen evolution catalysts match the best performing catalysts and can be deposited on our solar cell materials with low thickness to mitigate parasitic light absorption. The atomic layer deposited oxygen evolution catalyst did not match the necessary metrics for further evaluation. However, using a sputtering technique, they synthesized an oxygen evolution electrocatalyst that can match the state-of-the-art oxygen evolution catalysts in the open literature. With these two catalysts, the solar cell voltage provided upon illumination is sufficient to produce hydrogen at high rates. These catalysts are being integrated with the systems used at University of Iowa.

University of Michigan also identified membrane-to-light absorber integration strategies to help optimize the generator housing dimensions, in collaboration with InRedox. They evaluated the voltage losses in various potential systems to identify the most promising configurations and eliminate configurations that would result in significant energy losses. The most promising systems were sent to Ionomr Innovations and Chromis Technologies to integrate membranes for testing of energy losses and stability. A model to scale up to multi-wafer systems was developed and is being validated. This model incorporated the entire system including generator housing, oxygen evolution catalyst, and hydrogen evolution catalyst and also helps identify the most important components for further increasing hydrogen production efficiency.

~~Looking ahead to the remainder of the year, we continue making progress toward the developmental targets we initially set for 2022, which include:~~

●

~~Successful fabrication of semiconductor units at production-quality prototype scales~~

●

~~Successful integration of membranes at production-quality prototype scales~~

●

~~Successful integration of catalysts at production-quality prototype scales~~

●

~~Successful testing and demonstration of production-quality prototype units~~

Most recently, we published the prototype design for the first-ever, production-quality prototype of our nanoparticle-based green hydrogen technology. The design incorporates all essential system elements in one unit, including our nanoparticle-based hydrogen panel, integrated with catalysts and membranes, and the entire flow system for water input and gas outlet. Our scientific team is currently evaluating a physical, working model of the published prototype design, and is preparing to demonstrate solar hydrogen production using this prototype.

Additionally, in October 2022 we were pleased to receive the India Patent Office’s decision to grant our patent “Multi-junction artificial photosynthetic cell with enhanced photovoltages.” The patent, which is currently active in the US, Australia, China and Europe, protects the foundation of our technology. Specifically, it protects our semiconductor design, which features high-density arrays of nano-sized, high-voltage solar cells.

We have a dedicated scientific and executive team, a growing number of respected industrial partners, and we will continue doing our best to push past setbacks or supply chain challenges that may come our way.

~~Additionally, we are pleased to share that~~ in parallel to the ongoing development of our own technology, we are well-capitalized to 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. We are fortunate to have the resources to maximize our impact in this fast-growing industry.

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

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,~~December 31, 2022, 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.

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements during the ~~three~~six months ended ~~September 30,~~December 31, 2022, 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,~~December 31, 2022 compared to Three Months Ended ~~September 30,~~December 31, 2021

Operating Expenses

Operating expenses for the three months ended ~~September 30,~~December 31, 2022 were ~~$638,703~~$5,061,951 compared to ~~$599,766~~$737,611 for the three months ended ~~September 30,~~December 31, 2021. The net increase of ~~$38,937~~$4,324,340 in operating expenses consisted primarily of ~~a decrease in officer salaries of $76,776, marketing of $18,693 and~~ an ~~overall~~ increase in ~~operating expenses of $56,532.~~salaries and research and development.

Other Income/(Expenses)

Other income and (expenses) for the three months ended ~~September 30,~~December 31, 2022 were ~~$(258,246),~~$9,659,897 compared to ~~$49,224,610~~$25,169,373 for the three months ended ~~September 30,~~December 31, 2021. The decrease in other expenses of ~~$49,482,856~~$15,509,476 was the result of a decrease in ~~non-cash accounts associated with the net~~gain on change in ~~derivatives of $49,816,162, with an overall decrease in other expenses of $333,306.~~

derivative liability.

Net Income/(Loss)

For the three months ended ~~September 30,~~December 31, 2022, our net ~~loss~~income was ~~$(896,949),~~$4,597,946, compared to a net income of ~~$48,624,844~~$24,431,762 for the three months ended ~~September 30,~~December 31, 2021. The majority of the decrease in net ~~loss~~income of ~~$49,521,793~~$19,833,816, was related primarily to the decrease in net change of derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.

Results of Operations for the Six months ended December 31, 2022 compared to Six Months Ended December 31, 2021

Operating Expenses

Operating expenses for the six months ended December 31, 2022 were $5,700,654, compared to $1,337,377 for the six months ended December 31, 2021. The net increase of $4,363,277 in operating expenses consisted primarily of an increase in salaries and research and development.

Other Income/(Expenses)

Other income and (expenses) for the six months ended December 31, 2022 were $9,401,649, compared to $74,393,983 for the six months ended December 31, 2021. The decrease in other expenses of $64,992,334 was the result of a decrease in the fair value change in derivative liability.

Net Income/(Loss)

For the six months ended December 31, 2022, our net income was $3,700,995, compared to net income of $73,056,606 for the six months ended December 31, 2021. The majority of the decrease in net income of $69,355,611 was related primarily to the decrease in net change of derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. 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 ~~September 30,~~December 31, 2022, we had working capital of ~~$23,845,136,~~$29,475,135, compared to $24,865,577 as of June 30, 2022. This ~~decrease~~increase in working capital of ~~$1,020,441~~$4, 609,558 was primarily due to an increase in ~~net change in derivative liability, with a decrease in cash and cash equivalents.~~cash.

Cash used in operating activities was ~~$(281,544)~~$2,706,929 for the ~~three~~six months ended ~~September 30,~~December 31, 2022, compared to ~~$(669,326)~~$1,301,469 for the ~~three~~six months ended ~~September 30,~~December 31, 2021. The ~~decrease~~increase in cash used in operating activities was due to ~~a decrease~~an increase in ~~officer salary and other expenses.~~salaries. The Company has had no revenues.

Cash used in investing activities during the ~~three~~six months ended ~~September 30,~~December 31, 2022 and ~~September 30,~~December 31, 2021 was ~~$(1,824,549)~~$6,555,114 and ~~$(8,393,442),~~$8,653,392, respectively. The decrease ~~in cash used~~of $2,098,278 in investing activities was due to ~~a decrease in~~the redemption of the securities ~~investment.~~and the purchase of assets.

Cash provided by financing activities during the ~~three~~six months ended ~~September 30,~~December 31, 2022 ~~and 2021~~ was ~~S0, and~~$1,401,209, compared to cash used in financing activities of $(1,450,000) ~~respectively.~~for the six months ended December 31, 2021. The ~~decrease~~increase in cash provided inby financing activities was due to cash received for the purchase of common stock through a ~~decrease in redemption of related parties stock options.~~purchase agreement.

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.

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

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the 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 chief executive officer and chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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.

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 October 7, 2022.

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.

None.

Item 6. Exhibits.

Exhibit No.		Description
31.1*		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302*
32.1**		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350**
101*		Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

Filed herewith

Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~November 7, 2022~~February 14, 2023	SUNHYDROGEN, INC.

	By:	/s/ Timothy Young
		Timothy Young Chief Executive Officer and Acting Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

2422

1407961 0 3071412 70000000 false --06-30 Q2 0001481028 ~~us-gaap:SeriesCPreferredStockMember 2021-12-15~~ iso4217:~~USD~~NOK xbrli:shares

	THREE MONTHS ENDED SEPTEMBER 30, 2022
											Additional
	Preferred stock						Common stock				Paid-in		Accumulated
	Shares		Amount		Mezzanine		Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2022		-	$	-	$	270,000		4,271,749,146	$	4,271,749	$	103,311,733	$	(82,946,019	)	$	24,637,463

Net Loss		-		-		-		-		-		-		(896,949	)		(896,949	)

Balance at September 30, 2022 (unaudited)		-	$	-	$	270,000		4,271,749,146	$	4,271,749	$	103,311,733	$	(83,842,968	)	$	23,740,514

	Three Months Ended
	September 30,
	2022			2021

Income (Loss) to common shareholders (Numerator)	$	(896,949	)	$	48,624,844	)

Basic weighted average number of common shares outstanding (Denominator)		4,271,749,146			4,000,362,987

Diluted weighted average number of common shares outstanding (Denominator)		4,271,749,146			5,523,313,069

Balance as of June 30, 2022		26,015,069
Loss on change in derivative liability		464,037
Balance as of September 30, 2022	$	26,479,106

9/30/2022						Weighted Average
Exercise Price		Warrants Outstanding		Warrants Exercisable		Remaining Contractual Life (years)
$	0.0938		16,800,000		16,800,000		0.67 - 1.25
$	0.13125		6,666,667		6,666,667		3.41
$	0.12		71,428,572		71,428,572		3.42
			94,895,239		94,895,239