UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2019
☐ 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
HYPERSOLAR, 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 St., Suite 36 Santa Barbara, CA 93101
(Address of principal executive offices) (Zip Code)
Issuer’s telephone Number: (805) 966-6566
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Securities registered pursuant to section 12(g) of the Act: common stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 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 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 aggregate market value of the common stock held by non-affiliates of the registrant, based upon the last sale price of the common stock of the Company as of the last business day of its most recently completed second fiscal quarter was approximately $9,841,445.
The number of shares of registrant’s common stock outstanding, as of September 23, 2019 was 1,302,002,629.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
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PART I
Unless otherwise stated or the context requires otherwise, references in this annual report on Form 10-K to “Hypersolar”, the “Company”, “we”, “us”, or “our” refer to Hypersolar, Inc.
Overview
At HyperSolar, Inc., our goal is to replace all forms of energy on earth with renewable energy.
Inspired by the photosynthetic process that plants use to harness the power of the sun to create energy molecules, we are developing a novel solar-powered particle system that mimics photosynthesis to separate hydrogen from water.
Hydrogen is the lightest and most abundant chemical element, constituting roughly 75% of the universe’s chemical elemental mass (Palmer, D. (13 September 1997). “Hydrogen in the Universe.” NASA). In its purest form, hydrogen is a non-toxic colorless and odorless gas. However, naturally occurring elemental hydrogen is relatively rare on earth and hydrogen gas is most often produced using fossil fuels. Industrial production is mainly from the steam reforming of natural gas and is usually employed near its production site, with the two largest uses being crude oil processing (hydrocracking) and ammonia production, mostly for the fertilizer market. We are developing what we believe is a cleaner and greener way to produce this high value product.
Hydrogen (when used as a fuel), like electricity, is an energy carrier rather than an energy resource. We believe that if hydrogen was easily accessed from the earth and the world could depend on it for fuel, eliminating our reliance on fossil fuels such as oil, coal, and natural gas, our carbon footprint and global climate change issues would be erased.
Over 99% of hydrogen produced today is produced using a fossil fuel, methane (natural gas) in a method called steam reforming, SMR. Although commercially optimized over decades, the SMR process is capital intensive and will remain so due to the fundamental nature of the process which includes: (1) three separate reactors with different catalysts operating at different temperatures, (2) large amounts of heat transfer needed for the endothermic reforming and exothermic water gas shift, and (3) the need to remove all carbon oxides using capital and energy intensive methods. (source: Nikolaidis, P.; Poullikkas, A., A comparative overview of hydrogen production processes. Renewable and Sustainable Energy Reviews 2017, 67, 597-611.)
Besides being capital intensive, the SMR method releases harmful levels of carbon dioxide into the air further contributing to our global climate crisis.
Despite the current method of production, the benefits of hydrogen for transportation emissions are far better than other fossil fuel alternatives of oil and gas, as the only emission of hydrogen is pure water. This fact dictates that we look for another method of making hydrogen to make it the world’s premier fuel by producing it in a more sustainable green way.
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Market Opportunity
We believe we are still in the early stages of the hydrogen fuel market development, and yet, this market continues to grow exponentially. One of the reasons for this growth is the adoption of hydrogen fuel technologies within an increased number of major industries and spanning many applications.
Market Growth
According to a Global Market Insights study released in June 2019, the global hydrogen generation market size is predicted to be valued at USD 180 billion by 2024. Strict regulatory norms to reduce sulfur content with measures to reduce the carbon footprint is expected to drive the global hydrogen generation market size. U.S. federal and state governments have adopted various programs including the Tier 3 program to reduce the sulfur content in gasoline, motor oil, and diesel and which aims to lower the gasoline sulfur content up to 10 ppm in 2017.
Growing demand for petroleum products from developing countries is anticipated to also drive the hydrogen generation market size in the coming years. Hydrogen is used in various refining processes including hydrocracking and hydrodesulfurization to crack bigger molecules into lighter ones and more usable products.
Strong investment for the expansion and upgrade of refineries to fulfill emission and sulfur content regulation is expected to stimulate the growth of the hydrogen generation market. Increasing heavy crude oil consumption demand will complement the industry landscape. Positive outlook towards the chemical industry including ammonia and methanol will also positively influence growth.
| ● | Increasing demand for clean fuel energy |
| ● | Stringent government regulation towards Desulphurization of Petroleum Products |
| ● | Deteriorating crude oil quality |
| Industry pitfalls & challenges |
| ● | Transportation & Storage Issues |
| Hydrogen generation market demand from the steam reformer process is predicted to witness growth at over 5% CAGR during the forecast period owing to low prices and easy availability of natural gas. In the steam methane reforming process, methane reacts with steam in the presence of catalyst under 3 bar to 25 bar pressure to produce H2, CO2 and CO. |
It is within these industries that we believe our renewable hydrogen producing technology possesses significant market opportunity, especially as innovation and infrastructure continue to develop.
Hydrogen Fuel Cell Vehicles
One of the most recognized applications for hydrogen fuel technologies falls within the auto manufacturing and vehicles industries. The three leading manufacturers of hydrogen fuel cell vehicles (FCVs) are in order, Toyota, Hyundai, and Honda – three internationally recognized companies. Industry reports cite the need for increased infrastructure, such as fueling stations, for the industry to garner even greater market acceptance. However, the same report indicates there will be 22.2 million hydrogen fuel cell vehicles sold or leased by 2032, driving revenues upwards of $1.1 trillion. (https://www.researchandmarkets.com/reports/4200873/global-market-for-hydrogen-fuel-cell-vehicles)
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Our Technology
Technology for Making Renewable Hydrogen from Sunlight and Water
Hydrogen (H2) is the third most abundant element on earth and the cleanest fuel in the universe, (Dresselhaus, Mildred et al. (May 15, 2003). “Basic Research Needs for the Hydrogen Economy”). Unlike hydrocarbon fuels such as oil, coal and natural gas where carbon dioxide and other contaminants are released into the atmosphere when used, hydrogen fuel usage produces only pure water (H2O). Unfortunately, nearly no pure hydrogen ( exist naturally on earth and therefore must be extracted from hydrogen containing molecules like water. Historically, the cost of manufacturing hydrogen as an alternative fuel has been higher than the cost of the energy used to make it. This is the dilemma of the hydrogen economy, and one that we aim to address.
For over a century, water electrolysis, splitting water molecules into hydrogen and oxygen due to the passage of electric current, has been a well-established technology to produce hydrogen. This technology can be used to produce an unlimited amount of pure hydrogen fuel from the abundant water covering 70-percent of the Earth’s surface. The produced hydrogen combusts into water that can be recycled back into nature indefinitely. However, in practice, current commercial water electrolysis technologies takes a lot of energy from coal-powered electricity and also require ultra-pure water to prevent fouling of the system components. We believe these are the major barriers to affordable production of hydrogen.
The Perfect and Sustainable Energy Cycle
As it turns out, Mother Nature has been making hydrogen using sunlight since the beginning of time by splitting water molecules ((H2O)) into its basic elements - hydrogen and oxygen. This is exactly what plant leaves do every day by way of photosynthesis. Since the produced hydrogen is immediately consumed inside the plant, we cannot simply grow trees to make hydrogen.
If technology can be developed to mimic photosynthesis to split water into hydrogen, we believe then a truly sustainable, low cost, and renewable energy cycle can be created to power the earth. However, cost has been the biggest barrier to realizing this vision.
Water Splitting
In the process of splitting a water molecule, input energy is transferred into the chemical bonds. So in essence, manufactured hydrogen is simply a carrier or battery-like storage of the input energy. If the input energy is from fossil fuels, such as oil and gas, then carbon fossil fuel energy is simply transferred into hydrogen. If the input energy is renewable such as solar and wind, then new and clean energy is stored in hydrogen.
While the concept of water splitting is very appealing, the following challenges must be addressed for renewable hydrogen to be commercially viable:
| ● | Energy Inefficiency — Since hydrogen is an energy carrier, the most energy it can store is 100% of the input energy. However, conventional systems approach to electrolysis lose so much of the input energy in system components, wires and electrodes resulting in only a small portion of electricity making it into the hydrogen molecules. This translates to high production cost and is the fundamental problem with water splitting for hydrogen production. We intend to address this problem with our low cost and energy efficient particle technology. |
| ● | Need for Clean Water — Conventional electrolysis requires highly purified clean water to prevent fouling of system components. This prevents current technology from using large quantities of available water from oceans, rivers, industrial waste and municipal waste as feedstock. Our technology is being designed to use any natural water or waste water for the unlimited production of renewable hydrogen. |
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Technology
Water electrolysis in its simplest form is the transfer of “input electrons” in the following chemical reactions:
| ● | Cathode (reduction): 2 H2O + 2e- -> H2 + 2 OH- |
| ● | Anode (oxidation): 4 OH- -> O2 + 2 H2O + 4 e- |
From these equations it can be deduced that if every input electron (e-) is put to work and not lost, then a maximum amount of input electrons (i.e. energy) is transferred and stored in the hydrogen molecules (H2). Additionally, if there were a very high number of cathode and anode reaction areas within a given volume of water, then a very high number of these reactions could happen simultaneously throughout the medium to split each water molecule into hydrogen wherever electrons are available.
HyperSolar H2Generator™
Since our particles are intended to mimic the natural room temperature conditions of photosynthesis, they can be housed in very low-cost reactors such as glass vessels or clear plastic bags. To facilitate the commercial use of our self-contained particle technology we are developing a modular system that will enable the onsite daily production and storage of hydrogen for any time use in electricity generation.
We refer to our technology as the HyperSolar H2Generator which is comprised of the following components:
| 1. | The Generator Housing - Novel (patent pending) device design is the first of its type to safely separate oxygen and hydrogen in the water splitting process without sacrificing efficiency. This device houses the water, the solar particles/cells and is designed with inlets and outlets for water and gasses. Utilizing a special membrane for separating the oxygen side from the hydrogen side, proton transport is increased which is the key to safely increasing solar-to-hydrogen efficiency. Our design can be scaled up and manufactured for commercial use. |
| 2. | The NanoParticle or Solar Cell - Our patented nanoparticle consists of thousands of tiny solar cells that are electrodeposited into one tiny structure to provide the charge that splits the water molecule when the sun excites the electron. In the process of optimizing our nanoparticles to be efficient and only use earth abundant materials (an ongoing process), we experimented with commercially available triple junction silicon solar cells to perform tests with our generator housing and other components. Through this experimentation, our discovery leads us to believe that we can bring a system to market utilizing these readily available cells while our nanoparticles are still being optimized. These solar cells also absorb the sunlight and produce the necessary charge for splitting the water molecule into hydrogen and oxygen. |
| 3. | Oxygen Evolution Catalyst - This proprietary catalyst developed at the University of Iowa lab is uniformly applied onto the solar cell or nanoparticle and efficiently oxidize water molecule to generate oxygen gas. The oxygen evolution catalyst must be robust to withstand the long operating hours of the hydrogen generation device to ensure long lifetime. It must be stable in alkaline, neutral and acidic environments. |
| 4. | Hydrogen Evolution Catalyst - Necessary for collecting electrons to reduce protons for generating hydrogen gas, we have successfully integrated a low-cost hydrogen catalyst into our generator system successfully coating a triple junction solar cell with a catalyst comprised primarily of ruthenium, carbon and nitrogen that can function as well as platinum, the current catalyst used for hydrogen production, but at one twentieth of the cost. |
| 5. | Coating Technologies - Two major coating technologies were developed to protect the nanoparticles and solar cells from photocorrosion under water. A transparent conducive coating to protect our nanoparticles and solar cells from photo corrosion and efficiently transfer charges to catalysts for oxygen and hydrogen evolution reactions. A polymer combination that protects the triple junction solar cells from any corrosive water environments for long lifetime of the hydrogen generation device. |
| 6. | A concentrator equal to two suns - This inexpensive Fresnel lens concentrator to increase sunlight to equal two suns reduces our necessary footprint for a 1000 KG per day system by 40%. |
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Our business and commercialization plan calls for two generations of our panels or generators. The first generation utilizes readily available commercial solar cells, coated with a stabilizing polymer and catalysts, and inserted into our proprietary panels to efficiently and safely split water into hydrogen and oxygen to produce very pure and green hydrogen that can be piped off the panel, pressurized, and stored for use in a fuel cell to power anything electric.
The second generation of our panels will feature a nanoparticle-based technology where billions of autonomous solar cells are electrodeposited onto porous alumina sheets and manufactured in a roll to roll process and inserted into our proprietary panels. For this generation, we have received multiple patents and we estimate that it will produce hydrogen for less than $4 per kilogram before pressurization.
Our team at the University of Iowa led by our CTO Dr. Joun Lee, has reach a milestone of well over 1000 consecutive hours of continuous hydrogen production utilizing completely immersed solar cells with no external biases achieving simulated production equal to one year. We believe this to be a record for completely immersed cells. Now ready to take our technology out of the lab, we are working with several vendors to commercialize and manufacturer our first generation of renewable hydrogen panels that use sunlight and water to generate hydrogen.
We anticipate that the HyperSolar H2Generator will be a self-contained renewable hydrogen production system that requires only sunlight and any source of water. As a result, it can be installed almost anywhere to produce hydrogen fuel at or near the point of distribution, for local use. We believe this model of hydrogen production addresses one of the biggest challenges of using clean hydrogen fuel on a large scale which is the transportation of hydrogen.
Each stage of the HyperSolar H2Generator can be scaled independently according to the hydrogen demands and length of storage required for a specific application. A small-scale system can be used to produce continuous renewable electricity for a small house, or a large scale system can be used to produce hydrogen to power a community.
Pilot Plant Construction
We are currently working towards building a pilot plant adjacent to a large company distribution or fulfillment center so they can power their fuel cell forklifts and materials handling equipment with completely renewable hydrogen. This will ultimately replace the need to transport steam reformed hydrogen where the production process emits tons of harmful emissions and must be transported. Our goal is to have this pilot plant completed in 2020.
Intellectual Property
On November 15, 2011, we filed a provisional patent application with the U.S. Patent and Trademark Office to protect the intellectual property rights for “Photoelectrochemically Active Heterostructures, methods for their manufacture, and methods and systems for producing desired products.” On March 14, 2017, the part of the patent covering the structural design of Photoelectrochemically Active Heterostructures (PAH) was granted as the United States Patent No. 9,593,053B1. On April 3, 2018, the part of the patent covering the method for manufacturing PAH was granted as United States Patent No. 9,593,053B2. The patent protects the Company’s proprietary design of a self-contained solar-to-hydrogen device made up of millions of solar-powered water-splitting nanoparticles, per square centimeter. These nanoparticles are coated with a separate patent-pending protective coating that prevents corrosion during extended periods of hydrogen production. The aim of these nanoparticles is high conversion efficiency and low cost.
An important aspect of the patented technology is the integrated structures of high-density arrays of nano-sized solar cells as part of hydrogen production nanoparticles. The technology enables manufacturing of ultra-thin sheets for solar-to-hydrogen production, requiring substantially less material as compared to conventional solar cells used in rooftop power applications.
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In March of 2015, we jointly filed a full utility patent application with UCSB for the “Multi-junction artificial photosynthetic cell with enhanced photovoltages .” The patent covers our semiconductor designs to enhance the photovoltages of the nano-sized solar cells in the PAH structures. The semiconductor designs stacking multiple junctions inside the PAH structures would be an efficient and economic solution for the photovoltaic and the photoelectrochemical industries. This patent was granted in Australia in June of 2018 and in the U.S. in October of 2018. We also received the Chinese patent certificate in March 2019.
On December 21, 2016, we filed jointly with the University of Iowa a patent for “Integrated Membrane Solar Fuel Production Assembly” to protect the intellectual property for our generator housing system that safely separates oxygen and hydrogen in the water-splitting process without sacrificing efficiency. This device houses the water, the solar particles/cells and is designed with inlets and outlets for water and gases. Utilizing a special membrane for separating the oxygen side from the hydrogen side, proton transport is increased which is the key to safely increasing solar-to-hydrogen efficiency. In December of 2017, we filed the utility patent for this important invention and prosecution is ongoing.
Strategic Partners
Effective June 1, 2019, we entered into a research agreement with the University of Iowa. As consideration under the research agreement, the University of Iowa will receive a maximum of $144,747 from the Company. The research agreement may be terminated by either party upon 60 days prior written notice or by either party upon notice of a material breach or default which is not cured within 90 days of receipt of written notice of such breach. This term of the research agreement runs through May 31, 2020, but may be extended upon mutual agreement of the parties.
Competition
Currently, most hydrogen is produced by steam reforming of natural gas or methane. This production technology dominates due to easy availability and low prices of natural gas. Partial oxidation of petroleum oil is second in production capacity after steam reforming of natural gas. The third largest production technology in terms of production capacity is steam gasification of coal. The current industry is heavily dominated by large players such as Air Products and Chemicals Inc. and Air Liquide.
Green or Renewable hydrogen can be produced through electrolyzers if they are powered by solar or wind. There has been an emergence of these companies in the past few years. ITM Power in England and Proton Onsite in Norway are two of the largest companies in this industry. If not powered by solar panels or wind power, they require external electricity most likely created by coal, gas, or oil. We believe that our process when fully developed will offer a competitive advantage as it is completely green and renewable and utilizes no external power other than the sun.
Corporate Information
We were incorporated in the State of Nevada on February 18, 2009. Our executive offices are located at 10 E. Yanonali St., Suite 36, Santa Barbara, CA 93101.
EMPLOYEES
As of September 23, 2019 we had 1 full-time employee and several consultants. We have not experienced any work stoppages and we consider relations with our employees and consultants to be good. Our Chief Technology Officer hired on June 1, 2016 is on a fulltime consulting basis.
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RISKS RELATED TO OUR BUSINESS AND INDUSTRY
OUR LIMITED OPERATING HISTORY DOES NOT AFFORD INVESTORS A SUFFICIENT HISTORY ON WHICH TO BASE AN INVESTMENT DECISION.
We were formed in February 2009 and are currently developing a new technology that has not yet gained market acceptance. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.
Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:
| ● | competition; |
| ● | need for acceptance of products; |
| ● | ability to continue to develop and extend brand identity; |
| ● | ability to anticipate and adapt to a competitive market; |
| ● | ability to effectively manage rapidly expanding operations; |
| ● | amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and |
| ● | dependence upon key personnel. |
We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected and we may have to curtail our business.
WE HAVE A HISTORY OF LOSSES AND HAVE NEVER REALIZED REVENUES TO DATE. WE EXPECT TO CONTINUE TO INCUR LOSSES AND NO ASSURANCE CAN BE GIVEN THAT WE WILL REALIZE REVENUES. ACCORDINGLY, WE MAY NEVER ACHIEVE AND SUSTAIN PROFITABILITY.
As of June 30, 2019, we have incurred an aggregate net loss, and had an accumulated deficit, of $(18,021,177). For the years ended June 30, 2019 and 2018, we incurred a net income of $3,978,337 and net loss of $(10,199,397), respectively. The net income (loss) for the years ended June 30, 2019, and 2018, included non-cash income of $5,806,888 and non-cash loss of ($9,448,570), respectively, associated with the Company’s derivative instruments. We expect to continue to incur net losses until we are able to realize revenues to fund our continuing operations. We may fail to achieve any or significant revenues from sales or achieve or sustain profitability. Accordingly, there can be no assurance of when, if ever, we will be profitable or be able to maintain profitability.
We have historically raised funds through various capital raising transactions. Wewill require additional funds in the future to fund our business plans, either through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. In the event we are unable to obtain additional financing, we may be unable to implement our business plan. Even with such financing, we have a history of operating losses and there can be no assurance that we will ever become profitable.
WE MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION STRATEGY.
We may not be able to develop our product or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.
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WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES AND MAY REQUIRE US TO CURTAIL OR CEASE OPERATIONS.
In May of 2012, we completed a lab scale prototype of our technology. This prototype demonstrates hydrogen production from small scale solar devices coated with our unique, low-cost polymer coating, and submerged in waste water from a pulp and paper mill. However, we have not completed a large scale commercial prototype of our technology and are uncertain at this time when completion of a commercial scale prototype will occur. Although, the lab scale prototype demonstrates the viability of our technology, there can be no assurance that we will be able to commercialize our technology.
OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET; THE FAILURE OF WHICH WOULD CAUSE US TO CURTAIL OR CEASE OPERATIONS.
We believe that virtually all of our revenues will come from the sale or license of our products. As a result, we will continue to incur substantial operating losses until such time as we are able to develop our product and generate revenues from the sale or license of our products. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for or license our products. Our technology and product, when fully developed, may not gain market acceptance due to various factors such as not enough cost savings between our method of producing hydrogen and other more conventional methods. In the event that we are not able to significantly increase the number of customers that purchase or license our products, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.
WE FACE INTENSE COMPETITION, AND MANY OF OUR COMPETITORS HAVE SUBSTANTIALLY GREATER RESOURCES THAN WE DO.
We operate in a competitive environment that is characterized by price fluctuation and technological change. We will compete with major international and domestic companies. Some of our current and future potential competitors may have greater market recognition and customer bases, longer operating histories and substantially greater financial, technical, marketing, distribution, purchasing, manufacturing, personnel and other resources than we do. In addition, competitors may be developing similar technologies with a cost similar to, or lower than, our projected costs. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources to the development, promotion and sales of solar and solar-related products than we can.
Our business plan relies on sales of our products based on either a demand for truly renewable clean hydrogen or economically produced clean hydrogen. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share. Neither the demand for our product nor our ability to manufacture have yet been proven.
BECAUSE OUR INDUSTRY IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY, WE MAY LOSE MARKET SHARE TO LARGER COMPANIES THAT ARE BETTER EQUIPPED TO WEATHER A DETERIORATION IN MARKET CONDITIONS DUE TO INCREASED COMPETITION.
Our industry is highly competitive and fragmented, subject to rapid change and has low barriers to entry. We may, in the future, compete for potential customers with solar and heating companies and other providers of solar power equipment or electric power. Some of these competitors may have significantly greater financial, technical and marketing resources and greater name recognition than we have.
We believe that our ability to compete depends in part on a number of factors outside of our control, including:
| ● | the ability of our competitors to hire, retain and motivate qualified personnel; |
| ● | the ownership by competitors of proprietary tools to customize systems to the needs of a particular customer; |
| ● | the price at which others offer comparable services and equipment; |
| ● | the extent of our competitors’ responsiveness to customer needs; and |
| ● | installation technology. |
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Competition in the solar power services industry may increase in the future, partly due to low barriers to entry, as well as from other alternative energy resources now in existence or developed in the future. Increased competition could result in price reductions, reduced margins or loss of market share and greater competition for qualified personnel. There can be no assurance that we will be able to compete successfully against current and future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions, our business and results of operations would be adversely affected.
OUR BUSINESS DEPENDS ON PROPRIETARY TECHNOLOGY THAT WE MAY NOT BE ABLE TO PROTECT AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
Our success will depend, in part, on our technology’s commercial viability and on the strength of our intellectual property rights. We currently hold patents in the US, China and Australia, but still have several patents pending in multiple countries. There is no guarantee the pending patents will be granted. In addition, any agreements we enter into with our employees, consultants, advisors, customers and strategic partners will contain restrictions on the disclosure and use of trade secrets, inventions and confidential information relating to our technology may not provide meaningful protection in the event of unauthorized use or disclosure.
Third parties may assert that our technology, or the products we, our customers or partners commercialize using our technology, infringes upon their proprietary rights. We have yet to complete an infringement analysis and, even if such an analysis were available at the current time, it is virtually impossible for us to be certain that no infringement exists, particularly in our case where our products have not yet been fully developed.
We may need to acquire licenses from third parties in order to avoid infringement. Any required license may not be available to us on acceptable terms, or at all.
We could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s intellectual property rights as well as in enforcing our rights against others, and if we are found to infringe, the manufacture, sale and use of our or our customers’ or partners’ products could be enjoined. Any claims against us, with or without merit, would likely be time-consuming, requiring our management team to dedicate substantial time to addressing the issues presented. Furthermore, the parties bringing claims may have greater resources than we do.
WE DO NOT MAINTAIN THEFT OR CASUALTY INSURANCE AND ONLY MAINTAIN MODEST LIABILITY AND PROPERTY INSURANCE COVERAGE AND THEREFORE, WE COULD INCUR LOSSES AS A RESULT OF AN UNINSURED LOSS.
We do not maintain theft, casualty insurance, or property insurance coverage. We cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured or insured loss or liability could have a material adverse effect on our results of operations.
IF WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL, OUR BUSINESS COULD SUFFER.
Our success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our CEO, Timothy Young, and our development team at the University of Iowa. The loss of this valuable resource could have a material adverse effect on our operations. Our only officer is employed on “at will” basis. Accordingly, there can be no assurance that they will remain associated with us. Our management’s efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development stage company to a company with commercialized products and services. If we were to lose Mr. Young or the services of the development team at the university or any other key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.
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THE LOSS OF STRATEGIC ALLIANCES USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT AND RESULT IN A MATERIAL ADVERSE EFFECT CAUSING THE BUSINESS TO SUFFER.
We pursue strategic alliances with other companies in areas where collaboration can produce technological and industry advancement. We have entered into the sponsored research agreement with the University of Iowa which is set to terminate May 31, 2020. If we are unable to extend the terms of the agreements, we could suffer delays in product development or other operational difficulties which could have a material adverse effect on our results of operations.
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Our independent public accounting firm in their report dated September 27, 2019 included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. As a result, our financial statements do not reflect any adjustment which would result from our failure to continue to operate as a going concern. Any such adjustment, if necessary, would materially affect the value of our assets.
RISKS RELATING TO OUR COMMON STOCK
BECAUSE THERE IS A LIMITED MARKET IN OUR COMMON STOCK, STOCKHOLDERS MAY HAVE DIFFICULTY IN SELLING OUR COMMON STOCK AND OUR COMMON STOCK MAY BE SUBJECT TO SIGNIFICANT PRICE SWINGS.
There is a very limited market for our common stock. Since trading commenced in May 26, 2010, there has been little activity in our common stock and on some days there is no trading in our common stock. Because of the limited market for our common stock, the purchase or sale of a relatively small number of shares may have an exaggerated effect on the market price for our common stock. We cannot assure stockholders that they will be able to sell common stock or, that if they are able to sell their shares, that they will be able to sell the shares in any significant quantity at the quoted price.
OUR COMMON STOCK COULD BE SUBJECT TO EXTREME VOLATILITY.
The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in this report, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock and wide bid-ask spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, the securities market has, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
THERE IS A LARGE NUMBER OF AUTHORIZED BUT UNISSUED SHARES OF CAPITAL STOCK AVAILABLE FOR ISSUANCE, WHICH MAY RESULT IN SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS.
Our Certificate of Incorporation authorizes the issuance of up to 3,000,000,000 shares of common stock, par value $0.001 and 5,000,000 shares of preferred stock, par value $0.001, of which 1,302,002,629 shares of common stock and no shares of preferred stock are currently outstanding as of September 23, 2019. Our Board of Directors has the ability to authorize the issuance of an additional 1,697,997,371 shares of common stock and 5,000,000 shares of preferred stock without shareholder approval. Any such issuance will result in substantial dilution to existing shareholders. In addition, the availability of such a large number of capital stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.
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WE HAVE NEVER PAID COMMON STOCK DIVIDENDS AND HAVE NO PLANS TO PAY DIVIDENDS IN THE FUTURE, AS A RESULT OUR COMMON STOCK MAY BE LESS VALUABLE BECAUSE A RETURN ON AN INVESTOR’S INVESTMENT WILL ONLY OCCUR IF OUR STOCK PRICE APPRECIATES.
Holders of shares of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock will be in the form of appreciation, if any, in the market value of our shares of common stock. There can be no assurance that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
IF OUR COMMON STOCK REMAINS SUBJECT TO THE SEC’S PENNY STOCK RULES, BROKER-DEALERS MAY EXPERIENCE DIFFICULTY IN COMPLETING CUSTOMER TRANSACTIONS AND TRADING ACTIVITY IN OUR SECURITIES MAY BE ADVERSELY AFFECTED.
Unless our common stock is listed on a national securities exchange, including the Nasdaq Capital Market, or we have stockholders’ equity of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our common stock will be subject to the SEC’s “penny stock” rules. If our common stock remains subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.
In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities. Our management is aware of the abuses that have occurred historically in the penny stock market.
As a result, if our common stock becomes subject to the penny stock rules, the market price of our securities may be depressed, and you may find it more difficult to sell our securities.
WE MAY NEED ADDITIONAL CAPITAL, AND THE SALE OF ADDITIONAL SHARES OR OTHER EQUITY OR CONVERTIBLE DEBT SECURITIES COULD RESULT IN ADDITIONAL DILUTION TO OUR STOCKHOLDERS.
If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. Financing may not be available in amounts and on terms acceptable to us, or at all. In addition, the successful execution of our business plan requires significant cash resources, including cash for investments and acquisition. Changes in business conditions and future developments could also increase our cash requirements. To the extent we are unable to obtain external financing, we will not be able to execute our business plan effectively, if at all. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
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Our principal office is located at 10 E. Yanonali, Suite 36, Santa Barbara, CA, 93101. We are on a month-to-month lease. We believe that our current premises are sufficient to handle our activities for the near future as adequate lab space and equipment is attained through our agreement with the University of Iowa.
We are not currently a party to, nor is any of our property currently the subject of, any pending legal proceeding that will have a material adverse effect on our business.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is quoted on the OTC Pink under the symbol “HYSR”
For the periods indicated, the following table sets forth the high and low close prices per share of common stock. These high and low close prices represent prices quoted by broker-dealers on the OTC Markets. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
| Period | High | Low | ||||||
| First Quarter FY 2019 | $ | 0.012 | $ | 0.008 | ||||
| Second Quarter FY 2019 | $ | 0.014 | $ | 0.006 | ||||
| Third Quarter FY 2019 | $ | 0.012 | $ | 0.007 | ||||
| Fourth Quarter FY 2019 | $ | 0.009 | $ | 0.004 | ||||
| First Quarter FY 2018 | $ | 0.010 | $ | 0.008 | ||||
| Second Quarter FY 2018 | $ | 0.009 | $ | 0.005 | ||||
| Third Quarter FY 2018 | $ | 0.018 | $ | 0.005 | ||||
| Fourth Quarter FY 2018 | $ | 0.018 | $ | 0.009 | ||||
Securities
Our Articles of Incorporation, as amended, authorizes the issuance of 3,000,000,000 shares of common stock, $0.001 par value per share and 5,000,000 shares of preferred stock, par value $0.001 per share.
All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of our common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
As of September 23, 2019 our common stock was held by 71 stockholders of record and we had 1,302,002,629 shares of common stock issued and outstanding. We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant portion of our outstanding common stock is held of record in broker street names for the benefit of individual investors. The transfer agent of our common stock is World Wide Stock Transfer, LLC., 433 Hackensack Ave., Hackensack, NJ 07601
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Dividend Policy
We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.
Securities Authorized For Issuance Under Equity Compensation Plans
Equity Compensation Plan Information
On January 23, 2019, our Board adopted the Hypersolar, Inc. 2019 Equity Incentive Plan (the “Plan”). The stated 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 maximum number of shares of the Company’s common stock that can be issued under the Plan is 300,000,000.
The following table sets forth information about our equity compensation plans as of June 30, 2019.
Recent Sales of Unregistered Securities
During the three months ended June 30, 2019, the Company issued 116,315,594 shares of common stock upon conversion of $259,614 in principal, plus accrued interest of $42,337.
The Company relied on an exemption pursuant to Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended in connection with the sale and issuances of its shares of common stock described above.
Issuer Purchases of Equity Securities
None.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Certain statements in “Management’s Discussion and Analysis or Plan of Operation” below, and elsewhere in this annual report, are not related to historical results, and are forward-looking statements.
Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this annual report. Subsequent written and oral forward looking statements attributable to us or to persons acting in our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth below and elsewhere in this annual report, and in other reports filed by us with the SEC.
You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this Annual Report beginning on page F-1.
Overview
We are engaged in the development of innovative technologies that we believe will bring renewable hydrogen to market at an economical price. The hydrogen will be used in fuel cells for transportation and materials handling equipment.
Our current focus is water electrolysis for hydrogen production and developmental work is being done to produce hydrogen production generators that can be licensed and sold.
Results of Operations for the Year Ended June 30, 2019 compared to the Year Ended June 30, 2018.
Operating Expenses
For the year ended June 30, 2019 operating expenses were $1,828,551 and $750,827 for the prior year ended June 30, 2018. Operating expenses consists primarily of research and development expenses and general and administrative expenses incurred in connection with the operation of our business. The net increase of $1,077,724 in operating expenses consisted primarily of research and development costs in the amount of $283,163 together with an overall increase in other general and administrative expenses of $794,561, which included non-cash stock compensation expense of $707,059.
Other Income/(Expenses)
Other income and (expenses) for the year ended June 30, 2019 were $5,806,888 and $(9,448,570) for the prior year ended June 30, 2018. The increase of $15,255,458 in other income and (expenses) was the result of an increase in net gain on change in fair value of our derivative instruments of $15,863,339, net increase in interest expense of $500,307, which includes amortization of debt discount of $448,674, with an increase in fair value loss on conversion of debt of $107,574. The net increase in other income and (expenses) was due to the gain in change in derivative liability.
Net Loss
For the year ended June 30, 2019, our net income was $3,978,337 as compared to a net loss of $(10,199,397) for the prior year June 30, 2018. The majority of the increase in net gain of $14,177,734 was related primarily to the net change in derivative estimates each year. 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.
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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 June 30, 2019, we had a working capital deficit of $4,829,162 as compared to $11,741,054 as of June 30, 2018. This decrease in working capital deficit of $6,911,892 was due primarily to an increase in prepaid expenses, accounts payable, accrued expenses, offset by a decrease in cash, non-cash derivative liability, and the issuance of additional convertible notes.
During the year ended June 30, 2019, we raised an aggregate of $804,500 in an offering of unsecured convertible notes. During the prior year ended June 30, 2018, we raised an aggregate of $745,000 through the sale of unsecured convertible notes. Our ability to continue as a going concern is dependent upon our ability to raise capital and future revenue generated from operations.
Cash flow used in operating activities was $853,693 for the year ended June 30, 2019 and $708,831 for the prior year ended June 30, 2018. The increase in cash used by operating activities was primarily due to an increase in research and development cost. The Company has had no revenues.
Cash used in investing activities for the year ended June 30, 2019 and 2018 was $13,059 and $18,976, respectively. The decrease in investing activities was as a result of a decrease in the purchase of intangible assets during the current year ended June 30, 2019.
Cash provided by financing activities during the year ended June 30, 2019 was $804,500 and $745,000 for the prior year ended June 30, 2018. The increase in cash from financing activities was due to the increase in issuance of convertible notes through private placement offerings during the current period.
During the year ended June 30, 2019, we did not generate any revenue but incurred net income of $3,978,337, which was primarily due to the non-cash gain associated with the debt financing of $7,695,278, and used cash in the amount of $853,693 in our operations. As of June 30, 2019, we had a working capital deficiency of $4,829,162 and a shareholders’ deficit of $6,511,283. These factors, among others raise substantial doubt about our ability to continue as a going concern. Our independent auditors, Liggett & Webb P.A, in their report dated September 27, 2019, on our audited financial statements for the year ended June 30, 2019 expressed substantial doubt about our ability to continue as a going concern. Our ability s to continue as a going concern and appropriateness of using the going concern basis is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, advance our technology and, ultimately, to achieve profitable operations.
We have historically obtained funding from our shareholders, through private placement offerings of equity and debt securities. Management believes that it 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 and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease the development of our technology.
Off-Balance Sheet Arrangements
We do not have any off-balancesheet 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.
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 Black Scholes 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.
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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 recording, useful lives and impairment of tangible and intangible assets, derivatives, accruals, income taxes, stock-based compensation expense, binomial model inputs and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.
Fair Value of Financial Instruments
Fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2019, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.
Recently Adopted Accounting Pronouncements
Management adopted recently issued accounting pronouncements during the year ended June 30, 2019, as disclosed in the Notes to the financial statements included in this report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
Our management, with the participation of our CEO and our Acting CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our CEO and our Acting CFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to ensure that information required to be disclosed is made known to management and others, as appropriate, to allow timely decision regarding required disclosure and that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and Acting CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management’s Annual Report on Internal Control over Financial Reporting.
We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
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Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2019 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2019, based on those criteria.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permanently exempts smaller reporting companies.
Changes in Internal Controls.
We have also evaluated our internal control over financial reporting, and there has been no change in our internal control over financial reporting that occurred during the last fiscal quarter of fiscal year ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE
The following table sets forth information about our executive officers, key employees and directors:
| Name | Age | Position | ||
| Timothy Young | 54 | President, CEO, Acting CFO and Chairman of the Board of Directors | ||
| Mark J. Richardson | 66 | Director |
Timothy Young – President, CEO, Acting CFO and Chairman of the Board of Directors
Tim Young is an accomplished executive with over fifteen years of management experience in media and Internet technology companies. Mr. Young was appointed President, CEO and Chairman of the Company in August 2009. Mr. Young was appointed Acting CFO in 2010.
Mr. Young oversees the Company’s research and development initiatives and fundraising efforts.
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From September 2007 through August 2009, Mr. Young was the President of Rovion, Inc., an internet media startup company, where he increased revenues through a channel sales strategy that included companies such as Clear Channel, Disney, CBS, and Fox Television and bolstered the company’s technical capabilities through strategic acquisitions. Prior to Rovion, Mr. Young was employed by Time Warner Inc. from October 1998 through July 2007, where he served as Vice President and Regional Vice President of various divisions including America Online and Time Warner Cable.
Mr. Young’s track record of success and over fifteen plus years of management and leadership experience bringing new products to the market, qualifies him to be a board member of HyperSolar, Inc.
Mark J. Richardson –Director
Mr. Richardson was appointed as a director in June 2018. Mr. Richardson has been a securities lawyer since he graduated from the University of Michigan Law School in 1978. He practiced as an associate and partner in large law firms until 1993, when he established his own practice under the name Richardson & Associates. He has been the principal securities counsel on a variety of equity and debt placements for corporations, partnerships, and real estate companies. His practice includes public and private offerings, venture capital placements, debt restructuring, compliance with federal and state securities laws, representation of publicly traded companies, Nasdaq filings, corporate law, partnerships, joint ventures, mergers, asset acquisitions, and stock purchase agreements. As a partner in a major international law firm in the 1980’s, Mr. Richardson participated in the leveraged buyout and recapitalization of a well-known producer of animated programming for children, financed by Prudential Insurance and Bear Stearns, Inc. He was also instrumental in restructuring the public debentures of a real estate company without resorting to a bankruptcy proceeding. From 1986 to 1993 Mr. Richardson was a contributing author to State Limited Partnerships Laws – California Practice Guide, Prentice Hall Law and Business. Prior to receiving his Juris Doctor degree cum laude from the University of Michigan Law School in 1978, Mr. Richardson received a Bachelor of Science degree summa cum laude in Resource Economics from the University of Michigan School of Natural Resources in 1975, where he earned the Bankstrom Prize for academic excellence and achieved Phi Beta Kappa honors. Mr. Richardson is an active member of the Los Angeles County and California State Bar Associations, including the Section on Corporations, Business and Finance and the Section on Real Estate.
The Board has determined that Mr. Richardson is qualified to serve as a director because of his extensive experience as a practicing attorney representing small companies.
FAMILY RELATIONSHIPS
There are no family relationships among our executive officers and directors.
Board Leadership Structure and Role in Risk Oversight
Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Currently, we have only one executive officer, who is our Chief Executive Officer, who also serves as Chairman of the Board. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:
| ● | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| ● | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
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| ● | subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| ● | found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law. |
| ● | the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| ● | the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
COMMITTEES OF THE BOARD
Due to the small size of the Company and its Board of Directors, we currently have no audit committee, compensation committee or nominations and governance committee of our board of directors. We do not have an audit committee financial expert.
CODE OF ETHICS
We have adopted a Code of Ethics that applies to all of our directors, officers and employees. A copy of the Code of Ethics can be obtained without charge upon request to Timothy Young, CEO and President, 10 E. Yanonali, Suite 36, Santa Barbara, CA 93101 and is also being incorporated by reference herein. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Board of Directors. Any such waivers will be promptly disclosed to our shareholders.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our officers and directors, and persons who beneficially own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and persons owning more than ten percent of such securities are required by Commission regulation to file with the Commission and furnish the Company with copies of all reports required under Section 16(a) of the Exchange Act. To our knowledge, based solely upon our review of the copies of such reports furnished to us, during the fiscal year ended June 30, 2019, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.
CHANGES IN NOMINATING PROCEDURES
None.
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ITEM 11. EXECUTIVE COMPENSATION.
The table below sets forth the compensation earned by each person acting as our Principal Executive Officer and our other most highly compensated executive officers whose total annual compensation exceeded $100,000 during the last two fiscal years.
| Name & Principal Position | Year |
Salary
($) |
Bonus
($) |
Stock
Awards ($) |
Option Awards
($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Qualified Deferred Compensation Earnings
($) |
All Other Compensation ($) |
Total
($) |
|||||||||||||||||||||||||||
| Timothy Young, | 2019 | $ | 255,000 | 0 | 0 | 1,409,550 | (1) | 0 | 0 | 0 | $ | 1,664,550 | ||||||||||||||||||||||||
| CEO and Acting CFO | 2019 | $ | 255,000 | 0 | 0 | 0 | 0 | 0 | 0 | $ | 255,000 | |||||||||||||||||||||||||
| (1) | Calculated at fair value in accordance with authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of January 23, 2019, one-third (1/3) of the options vested immediately and the remainder of the options will vest in increments of 1/24 monthly. The shares represent an option to purchase 150,000,000 shares of common stock at an exercise price of $0.0099, with a fair value of $1,409,550. As of June 30, 2019, no options were exercised. |
EMPLOYMENT AGREEMENTS
Our CEO, Timothy Young is employed as an “at-will” employee whose employment with the Company may be terminated at any time by either party. We have agreed to pay Mr. Young an annual salary of $255,000, subject to modification in accordance with the Company’s policies, practices and procedures. In addition, we have agreed to pay Mr. Young three months base salary, in the event his employment is terminated by the Company. Mr. Young is eligible to receive a quarterly bonus as determined by the Company’s Board of Directors and to participate in any benefit plan implemented by the Company.
Outstanding Equity Awards at Fiscal Year-End
The following table discloses information regarding outstanding equity awards granted or accrued as of June 30, 2019, for our named executive officer.
| Outstanding Equity Awards | |||||||||||||||||||
| Option Awards | Stock Awards | ||||||||||||||||||
| Name |
Number of
Securities Underlying Unexercised (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock that have not Vested (#) |
Market Value of
Shares or Units of Stock that have not Vested ($) |
|||||||||||||
| Timothy Young | 62,500,000 | 87,500,000 | 0.0099 | 1/23/2029 | 0- | 0- | |||||||||||||
20
DIRECTOR COMPENSATION
The following table sets forth compensation information regarding the Company’s non-employee directors in fiscal 2019:
| Name |
Fees earned or paid in cash ($) |
Stock Award ($) |
Option Awards ($) | Non-equity incentive plan compensation | Nonqualified deferred compensation earnings | Non-Equity Incentive Plan Compensation ($) |
Non-Qualified Deferred Compensation
Earnings
($) |
All Other Compensation ($) |
Total
($) |
|||||||||||||||||||||||||||
| Mark R. Richardson | $ | 93,970 | (1) | 93,970 | ||||||||||||||||||||||||||||||||
| (1) | Calculated at fair value in accordance with authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of January 23, 2019, one-third (1/3) of the options vested immediately and the remainder of the options will vest in increments of 1/24 monthly, and exercisable for a period of seven (7) years. The shares represent an option to purchase 10,000,000 shares of common stock at an exercise price of $0.0099, with a fair value of $93,970. As of June 30, 2019, no options were exercised. |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information concerning the number of shares of our common stock owned by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.
We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from the date of this report upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of September 23, 2019 or have been exercised and converted.
| Name and address | Shares of Common Stock | Percentage of Common Stock (1) | ||||||
| Directors and Officers (2) | ||||||||
| Timothy A. Young | 72,500,000 | (3) | 5.31 | % | ||||
| Mark R. Richardson | 4,166,667 | (4) | 0.32 | % | ||||
| All Officers and Directors as a Group (2 person) | 76,666,667 | 5.60 | % | |||||
| (1) | Based upon 1,302,002,629 shares issued and outstanding as of September 23, 2019. |
| (2) | The address for each of the officers and directors is c/o HyperSolar, Inc. 10 E. Yanonali, Suite 36, Santa Barbara, CA 93101 |
| (3) | Includes 62,500,000 shares underlying options that have vested and will vest within sixty days of this annual report. |
| (4) | Includes 4,166,667 shares underlying options that have vested and will vest within sixty days of this annual report. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
Since the beginning of our last fiscal year, there have been and there are no currently proposed transaction, in which we are or were a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
21
Director Independence
The Board has determined that Mr. Richardson is an independent director within the meaning of NASDAQ Rule 5605(a)(2).
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billable to us by Liggett & Webb P.A. during 2019 and 2018 for the audit of our annual financial statements and quarterly reviews of our financial statements for the fiscal years totaled approximately $25,500 and $23,000, respectively.
Audit-Related Fees
We incurred assurance and audit-related fees during 2019 and 2018 of $0 and $0 to Liggett & Webb P.A. in connection with the audit of the financial statements of the Company for the years ended June 30, 2019 and 2018.
Tax Fees
We did not incur fees for services rendered to us for tax compliance, tax advice, or tax planning for the fiscal years ended June 30, 2019 and 2018.
All Other Fees
As of the date of this filing, our current policy is to not engage Liggett & Webb P.A to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage Liggett & Webb P.A to provide audit, and other assurance services, such as review of SEC reports or filings.
22
23
| * | Filed herewith |
24
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HYPERSOLAR, INC. | ||
| Date: September 27, 2019 | By: | /s/ Timothy Young |
|
Timothy Young
CHIEF EXECUTIVE OFFICER,
PRESIDENT (PRINCIPAL EXECUTIVE OFFICER),
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Timothy Young | Chief Executive Officer, President | September 27, 2019 | ||
| Timothy Young |
(Principal Executive Officer) Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
| /s/ Mark R. Richardson | Interim Chief Financial Officer | September 27, 2019 | ||
| Mark R. Richardson | (Principal Financial and Accounting Officer) |
25
INDEX TO FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
HyperSolar, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of HyperSolar, Inc. (the "Company") as of June 30, 2019 and 2018, the related statements of operations, shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not generate revenue and has negative cash flows from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ Liggett & Webb, P.A. | |
| We have served as the Company’s auditor since 2014. | |
| New York, New York | |
| September 27, 2019 |
F-2
HYPERSOLAR, INC.
|
June 30,
2019 |
June 30,
2018 |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 35,074 | $ | 97,326 | ||||
| Prepaid expense | 15,000 | 3,942 | ||||||
| TOTAL CURRENT ASSETS | 50,074 | 101,268 | ||||||
| PROPERTY & EQUIPMENT | ||||||||
| Computers and peripherals | 1,883 | 8,100 | ||||||
| Less: accumulated depreciation | (837 | ) | (6,427 | ) | ||||
| NET PROPERTY AND EQUIPMENT | 1,046 | 1,673 | ||||||
| OTHER ASSETS | ||||||||
| Deposits | - | 900 | ||||||
| Domain, net of amortization of $3,868 and $3,514, respectively | 1,447 | 1,801 | ||||||
| Patents, net of amortization of $10,648 and $4,642, respectively | 97,986 | 90,930 | ||||||
| TOTAL OTHER ASSETS | 99,433 | 93,631 | ||||||
| TOTAL ASSETS | $ | 150,553 | $ | 196,572 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 125,085 | $ | 111,088 | ||||
| Accrued expenses | 592,327 | 467,822 | ||||||
| Derivative liability | 3,905,721 | 10,857,698 | ||||||
| Convertible promissory notes, net of debt discount of $281,783 and $66,335, respectively | 256,103 | 405,714 | ||||||
| TOTAL CURRENT LIABILITIES | 4,879,236 | 11,842,322 | ||||||
| LONG TERM LIABILITIES | ||||||||
| Convertible promissory notes, net of debt discount of $0 and $38,514, respectively | 1,782,600 | 1,369,686 | ||||||
| TOTAL LONG TERM LIABILITIES | 1,782,600 | 1,369,686 | ||||||
| TOTAL LIABILITIES | 6,661,836 | 13,212,008 | ||||||
| COMMIMENTS AND CONTINGENCIES (SEE NOTE 8) | - | - | ||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares, no shares issued or outstanding | - | - | ||||||
| Common Stock, $0.001 par value; 3,000,000,000 authorized common shares | ||||||||
| 1,077,319,339 and 852,458,018 shares issued and outstanding, respectively | 1,077,319 | 852,458 | ||||||
| Additional Paid in Capital | 10,432,575 | 8,131,620 | ||||||
| Accumulated deficit | (18,021,177 | ) | (21,999,514 | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | (6,511,283 | ) | (13,015,436 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 150,553 | $ | 196,572 | ||||
The accompanying notes are an integral part of these audited financial statements
F-3
HYPERSOLAR, INC.
FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
| Year Ended | ||||||||
|
June 30,
2019 |
June 30,
2018 |
|||||||
| REVENUE | $ | - | $ | - | ||||
| OPERATING EXPENSES | ||||||||
| General and administrative expenses | 1,292,662 | 499,884 | ||||||
| Research and development cost | 528,901 | 245,738 | ||||||
| Depreciation and amortization | 6,988 | 5,205 | ||||||
| TOTAL OPERATING EXPENSES | 1,828,551 | 750,827 | ||||||
| LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | (1,828,551 | ) | (750,827 | ) | ||||
| OTHER INCOME/(EXPENSES) | ||||||||
| (Loss) on conversion of debt | (1,053,517 | ) | (945,943 | ) | ||||
| Gain (Loss) on change in derivative liability | 7,695,278 | (8,168,061 | ) | |||||
| Interest expense | (834,873 | ) | (334,566 | ) | ||||
| TOTAL OTHER INCOME (EXPENSES) | 5,806,888 | (9,448,570 | ) | |||||
| NET INCOME (LOSS) | $ | 3,978,337 | $ | (10,199,397 | ) | |||
| BASIC AND DILUTED INCOME (LOSS) PER SHARE | $ | 0.00 | $ | (0.01 | ) | |||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||||
| BASIC AND DILUTED | 924,582,860 | 758,786,508 | ||||||
The accompanying notes are an integral part of these audited financial statements
F-4
HYPERSOLAR, INC.
STATEMENTS OF SHAREHOLDERS’ DEFICIT
FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
| Additional | ||||||||||||||||||||||||||||
| Preferred stock | Common stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at June 30, 2017 | - | $ | - | 699,483,259 | $ | 699,483 | $ | 6,850,736 | $ | (11,800,117 | ) | $ | (4,249,898 | ) | ||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | - | - | 152,974,759 | 152,975 | 1,252,171 | - | 1,405,146 | |||||||||||||||||||||
| Stock based compensation expense | - | - | - | - | 28,713 | - | 28,713 | |||||||||||||||||||||
| Net Loss | (10,199,397 | ) | (10,199,397 | ) | ||||||||||||||||||||||||
| Balance at June 30, 2018 | - | - | 852,458,018 | 852,458 | 8,131,620 | (21,999,514 | ) | (13,015,436 | ) | |||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | - | - | 195,464,064 | 195,464 | 1,345,145 | - | 1,540,609 | |||||||||||||||||||||
| Issuance of common stock for services | - | - | 29,397,257 | 29,397 | 220,038 | - | 249,435 | |||||||||||||||||||||
| Stock based compensation expense | - | - | - | - | 735,772 | - | 735,772 | |||||||||||||||||||||
| Net Income | - | - | - | - | - | 3,978,337 | 3,978,337 | |||||||||||||||||||||
| Balance at June 30, 2019 | - | $ | - | 1,077,319,339 | $ | 1,077,319 | $ | 10,432,575 | $ | (18,021,177 | ) | $ | (6,511,283 | ) | ||||||||||||||
The accompanying notes are an integral part of these audited financial statements
F-5
HYPERSOLAR, INC.
FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
| Years Ended | ||||||||
|
June 30,
2019 |
June 30,
2018 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (loss) | $ | 3,978,337 | $ | (10,199,397 | ) | |||
| Adjustment to reconcile net income (loss) to net cash used in operating activities | ||||||||
| Depreciation & amortization expense | 6,988 | 5,205 | ||||||
| Stock based compensation expense | 735,772 | 28,713 | ||||||
| Stock issued for services | 249,435 | - | ||||||
| (Gain) Loss on change in derivative liability | (7,695,278 | ) | 8,168,061 | |||||
| Loss on conversion of debt | 1,053,517 | 945,943 | ||||||
| Amortization of debt discount recorded as interest expense | 610,917 | 162,243 | ||||||
| (Increase) Decrease in change in assets: | ||||||||
| Prepaid expense | (11,058 | ) | 225 | |||||
| Other asset | 900 | - | ||||||
| Increase (Decrease) in change in liabilities : | ||||||||
| Accounts payable | 13,996 | 7,977 | ||||||
| Accrued expenses | 202,781 | 172,199 | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (853,693 | ) | (708,831 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of fixed assets | - | (1,882 | ) | |||||
| Purchase of intangible assets | (13,059 | ) | (17,094 | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES: | (13,059 | ) | (18,976 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible notes payable | 804,500 | 745,000 | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 804,500 | 745,000 | ||||||
| NET (DECREASE) INCREASE IN CASH | (62,252 | ) | 17,193 | |||||
| CASH, BEGINNING OF YEAR | 97,326 | 80,133 | ||||||
| CASH, END OF YEAR | $ | 35,074 | $ | 97,326 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | 940 | $ | 38 | ||||
| Taxes paid | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||||||||
| Fair value of common stock upon conversion of convertible notes and accrued interest | $ | 1,540,609 | $ | 1,405,146 | ||||
The accompanying notes are an integral part of these audited financial statements
F-6
HYPERSOLAR, INC.
JUNE 30, 2019 AND 2018
| 1. | ORGANIZATION AND LINE OF BUSINESS |
Organization
HyperSolar, Inc. (the “Company”) was incorporated in the state of Nevada on February 18, 2009. The Company, based in Santa Barbara, California, began operations on February 19, 2009 to develop and market a solar concentrator technology.
Line of Business
The company is currently developing a novel solar-powered nanoparticle system that mimics photosynthesis to separate hydrogen from water. We intend for technology of this system to be licensed for the production of renewable hydrogen to produce renewable electricity and hydrogen for fuel cells.
Going Concern
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has historically obtained funds through private placement offerings of equity and debt. Management believes that it will be able to continue to raise funds through the sale of its securities to provide the cash needed to meet the Company’s obligations as they become due and allow for the development of its core business. There is no assurance that the Company will be able to continue raise capital, and that it will be able to do so on terms that are acceptable to the Company.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
This summary of significant accounting policies of HyperSolar, 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.
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.
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 |
Depreciation expense for the years ended June 30, 2019 and 2018 was $628 and $209, respectively.
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 | 6/30/2019 | 6/30/2018 | ||||||||
| 15 years | ||||||||||
| Domain-gross | $ | 5,315 | $ | 5,315 | ||||||
| Less accumulated amortization | (3,868 | ) | (3,514 | ) | ||||||
| Domain-net | $ | 1,447 | $ | 1,801 | ||||||
| Patents-gross | $ | 108,634 | $ | 95,572 | ||||||
| Less accumulated amortization | (10,648 | ) | (4,642) | |||||||
| Patents-net | $ | 97,986 | $ | 90,930 | ||||||
The Company recognized amortization expense of $6,360 and $4,996 for the years ended June 30, 2019 and 2018, respectively.
F-7
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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).
For the year ended June 30, 2019, the Company calculated the dilutive impact of its outstanding stock options of 186,250,000, and convertible debt of $2,320,486, which is convertible into shares of common stock. The stock options and convertible debt were not included in the calculation of net earnings per share, because their impact was antidilutive.
For the year ended June 30, 2018, the Company calculated the dilutive impact of its outstanding stock options of 10,250,000, and convertible debt of $1,924,800, which is convertible into shares of common stock. The stock options and convertible debt were not included in the calculation of net earnings per share, because their impact was antidilutive.
| For the Years Ended | ||||||||
| June 30, | ||||||||
| 2019 | 2018 | |||||||
| Income ( Loss) to common shareholders (Numerator) | $ | 3,978,337 | $ | (10,199,397 | ) | |||
| Basic weighted average number of common shares outstanding (Denominator) | 924,582,860 | 758,786,508 | ||||||
| Diluted weighted average number of common shares outstanding (Denominator) | 924,582,860 | 758,786,508 | ||||||
Equity Incentive Plan and Stock Options
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 set aside and reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Corporation 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.
During the year ended June 30, 2019, the Company granted 176,000,000 stock options under the Plan, leaving a reserve of 124,000,000.
Stock based Compensation
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to 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.
F-8
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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 June 30, 2019, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.
We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
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; and |
| ● | 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 at June 30, 2019 and 2018 (See Note 6):
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability measured at fair value at 6/30/19 | $ | 3,905,721 | $ | - | $ | - | $ | 3,905,721 | ||||||||
| Derivative liability measured at fair value at 6/30/18 | $ | 10,857,698 | $ | - | $ | - | $ | 10,857,698 | ||||||||
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, 2017 | $ | 2,482,842 | ||
| Fair value of derivative liabilities issued | 206,795 | |||
| Loss on change in derivative liability | 8,168,061 | |||
| Balance as of June 30, 2018 | 10,857,698 | |||
| Fair value of derivative liabilities issued | 743,301 | |||
| Gain on change in derivative liability | (7,695,278 | ) | ||
| Balance as of June 30, 2019 | $ | 3,905,721 |
Research and Development
Research and development costs are expensed as incurred. Total research and development costs were $528,901 and $245,738 for the years ended June 30, 2019 and 2018, 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.
F-9
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Income Taxes
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than (50%) fifty percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.
In August 2017, FASB issued accounting standards update ASU-2017-12, (Topic 815) – “Targeted Improvements to Accounting for Hedging Activities”, to require an entity to present the earnings effect of the hedging instrument in the same statement line item in which the earnings effect of the hedged item is reported. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods with the fiscal years beginning after December 15, 2020. Early adoption is permitted in any interim period after issuance of the update. The Company is currently evaluating the impact of the adoption of ASU-2017 on the Company’s financial statements.
In June 2018, FASB issued accounting standards update ASU 2018-07, (Topic 505) – “Shared-Based Payment Arrangements with Nonemployees”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments will be fixed on the grant date, as defined in ASC 718, and will use the term nonemployee vesting period, rather than requisite service period. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted if financial statements have not yet been issued. The Company is currently evaluating the impact of the adoption of ASU 2018-07 on the Company’s financial statements.
In August 2018, the FASB issued to accounting standards update ASU 2018-13, (Topic 820) - “Fair Value Measurement”, which changes the unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance. The Company is currently evaluation the impact of the adoption of ASU 2018-13, on the Company’s financial statements.
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 condensed financial statements.
| 3. | CAPITAL STOCK |
Year ended June 30, 2019
During the year ended June 30, 2019, the Company issued 195,464,064 shares of common stock upon conversion of convertible notes in the amount of $411,814 in principal, plus accrued interest of $75,278 with an aggregate fair value loss on settlement of $1,053,517 based upon conversion prices ranging from $0.0055 to $0.0099
During the year ended June 30, 2018, the Company issued 29,397,257 shares of common stock for services rendered at a fair value prices of $0.0063 - $0.0105 per share in the amount of $249,435.
Year ended June 30, 2018
During the year ended June 30, 2018, the Company issued 152,974,759 shares of common stock upon conversion of convertible notes in the amount of $353,200 in principal, plus accrued interest of $106,003, with an aggregate fair value loss on settlement of $945,943, based upon conversion prices of $0.0070 and $0.0165.
F-10
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 4. | OPTIONS |
Stock Option Plans
The Company has previously issued an aggregate of 10,250,000 non-qualified common stock options outside of the Plan, which remain outstanding as of June 30, 2019. Each of the option expires on the date specified in the option agreement, which date is not later than the fifth (5th) anniversary from the grant date of the options. As of March 31, 2018, 250,000 options are fully vested with a maturity date of March 31, 2020, and are exercisable at an exercise price of $0.02245 per share; 10,000,000 non-qualified common stock options, which vest one-third immediately, and one-third the second and third year, whereby, 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.
On January 23, 2019, the Company issued an aggregate 170,000,000 stock options at an exercise price of $0.0099, one-third (1/3) of which vested immediately upon grant, and the remainder of which shall vest monthly in one-twenty fourth (1/24) increments commencing on the first month after the date of the Option. The portion of the options that vested immediately upon grant is exercisable for a period of seven (7) years with the remainder becoming fully vested by January 23, 2022.
On January 31, 2019, the Company issued 6,000,000 stock options at an exercise price of $0.0097, of which two-third (2/3) vested immediately, and the remainder of which shall vest one-twelfth (1/12) per month from after the date of grant. The portion of the option that vested upon grant is exercisable for a period of seven (7) years with the remainder becoming fully vested by January 31, 2020.
A summary of the Company’s stock option activity and related information follows:
| 6/30/2019 | 6/30/2018 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Number | average | Number | average | |||||||||||||
| of | exercise | of | exercise | |||||||||||||
| Options | price | Options | price | |||||||||||||
| Outstanding, beginning of period | 10,250,000 | $ | 0.01 | 10,250,000 | $ | 0.01 | ||||||||||
| Granted | 176,000,000 | $ | 0.01 | - | $ | 0.01 | ||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Forfeited/Expired | - | - | - | - | ||||||||||||
| Outstanding, end of period | 186,250,000 | $ | 0.01 | 10,250,000 | $ | 0.01 | ||||||||||
| Exercisable at the end of period | 85,583,333 | $ | 0.01 | 3,583,333 | $ | 0.01 | ||||||||||
The weighted average remaining contractual life of options outstanding as of June 30, 2019 and 2018 was as follows:
| 6/30/2019 | 6/30/2018 | |||||||||||||||||||||||||||||
|
Exercisable
Price |
Stock Options Outstanding | Stock Options Exercisable | Weighted Average Remaining Contractual Life (years) | Exercisable Price | Stock Options Outstanding | Stock Options Exercisable | Weighted Average Remaining Contractual Life (years) | |||||||||||||||||||||||
| $ | 0.02 | 250,000 | 250,000 | 0.75 | $ | 0.02 | 250,000 | 250,000 | 1.75 | |||||||||||||||||||||
| $ | 0.01 | 10,000,000 | 5,250,000 | 3.26 | $ | 0.01 | 10,000,000 | 3,333,333 | 4.26 | |||||||||||||||||||||
| $ | 0.01 | 176,000,000 | 75,333,333 | 6.57 - 6.59 | $ | - | - | - | - | |||||||||||||||||||||
| 186,250,000 | 85,583,333 | 10,250,000 | 3,583,333 | |||||||||||||||||||||||||||
| Risk free interest rate | 1.94% | |||
| Stock volatility factor | 146% | |||
| Weighted average expected option life | 7 year | s | ||
| Expected dividend yield | None | |||
The stock based compensation expense recognized in the statement of operations during the years ended June 30, 2019 and 2018, related to the granting of these options was $735,772 and $28,713, respectively.
| 5. | CONVERTIBLE PROMISSORY NOTES |
As of June 30, 2019, the Company’s outstanding convertible promissory notes, net of debt discount of $281,783 are summarized as follows:
| Convertible Promissory Notes, net of debt discount | $ | 2,038,703 | ||
| Less current portion | 256,103 | |||
| Total long-term liabilities | $ | 1,782,600 |
F-11
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 5. | CONVERTIBLE PROMISSORY NOTES (Continued) |
Maturities of long-term debt for the next five years are as follows:
| Period Ended | ||||
| June 30, | Amount | |||
| 2020 |
537,886 |
|||
| 2021 | 422,600 | |||
| 2022 | 575,000 | |||
| 2023 | 745,000 | |||
| 2024 | 40,000 | |||
| $ | 2,320,486 | |||
At June 30, 2019, the $2,320,486 in convertible promissory notes had a remaining debt discount of $281,783, leaving a net balance of $2,038,703.
On April 9, 2015, the Company issued a 10% convertible promissory note (the “April 2015 Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $50,000. The Company received additional tranches in the amount of $450,000 for an aggregate sum of $500,000. The April 2015 Note matured nine (9) months from the effective dates of each respective tranche. A second extension was granted to October 9, 2016. On January 19, 2017, the investor extended the maturity date of the April 2015 Note for an additional (60) months to April 9, 2020.The April 2015 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 each respective advance 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 April 2015 Note such that 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. During the year ended June 30, 2019, the Company issued 136,598,661, upon conversion of 182,200, plus accrued interest of $63,678, with a fair value loss of $878,637. The balance of the April 2015 Note as of June 30, 2019 was $192,600.
On January 28, 2016, the Company issued a 10% convertible promissory note (the “January 2016 Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $10,000. The Company received additional tranches in the amount of $490,000 for an aggregate sum of $500,000. The January 2016 Note matures twelve (12) months from the effective dates of each respective tranche. On January 19, 2017, the investor extended the January 2016 Note for an additional sixty (60) months from the effective date of each tranche, which matures on January 27, 2022. The January 2016 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 each respective tranche 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 January 2016 Note such that 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 January 2016 Note as of June 30, 2019 was $500,000.
On February 3, 2017, the Company issued a 10% convertible promissory note (the “February 2017 Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $60,000. The Company received additional tranches in the amount of $440,000 for an aggregate sum of $500,000. The February 2017 Note matures twelve (12) months from the effective dates of each respective tranche. The February 2017 Note matures on February 3, 2018, with an automatic extension of sixty (60) months from the effective date of each tranche. The February 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 each respective tranche 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 February 2017 Note such that 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 Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $5,114 during the year ended June 30, 2019. The balance of the February 2017 Note as of June 30, 2019 was $500,000.
F-12
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 5. | CONVERTIBLE PROMISSORY NOTES (Continued) |
On November 9, 2017, the Company sold and issued a 10% convertible promissory note (the “Nov 2017 Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $45,000. The Company received additional tranches in the amount of $455,000 for an aggregate sum of $500,000. The November 2017 Note matures twelve (12) months from the effective dates of each respective tranche. The November 2017 Note provided for a maturity date of November 9, 2018, with an automatic extension of sixty (60) months from the effective date of each tranche. The November 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 each respective tranche 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 November 2017 Note such that 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 Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $128,817 during the year ended June 30, 2019. The balance of the November 2017 Note as of June 30, 2019 was $500,000.
On June 27, 2018, the Company sold and issued a 10% convertible promissory note (the “June 2018 Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $50,000. On October 9, 2018, the Company received another tranche of $40,000, for a total aggregate of $90,000 as of June 30, 2019. The June 2018 Note matures twelve (12) months from the effective dates of each respective tranche. The June 2018 Note provided for a maturity date of June 27, 2019, which was automatically extended for sixty (60) months from the effective date of each tranche. The June 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 each respective tranche 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 June 2018 Note such that 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 Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $30,123 during the year ended June 30, 2019. The balance of the June 2018 Note as of June 30, 2019 was $90,000.
On July 23, 2018, the Company sold and issued a 10% unsecured convertible note (the “July 2018 Note”) in the aggregate principal amount of up to $63,000. The July 2018 Note matured on July 23, 2019. The July 2018 Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) trading prices per common stock during the fifteen (15) trading day prior to the conversion date. The conversion feature of the July 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. During the year ended June 30 2019, the Company issued 13,042,837 upon conversion of principal of $63,000, plus accrued interest of $3,150, with a fair value conversion of debt in the amount of $44,699. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $62,174 during the year ended June 30, 2019. The balance of the July 2018 Note as of June 30, 2019 was $0.
On August 10, 2018, the Company sold and issued a 10% unsecured convertible note (the “August 2018 Note”) in the aggregate principal amount of up to $100,000. The August 2018 Note provided for a maturity date of August 10, 2019, with an extension of sixty (60) months from the date of the note. 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 August 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $88,767 during the year ended June 30, 2019. The balance of the August 2018 Note as of June 30, 2019 was $100,000.
During the period from October 3, 2018 through May 24, 2019, the Company issued 10% unsecured convertible notes to an investor (the “Investor Note”) in the aggregate principal amount of up to $430,000. The Investor Notes mature on various dates from October 3, 2019 through May 24, 2020. The Notes may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) trading prices per common stock during the fifteen (15) trading day prior to the conversion date. The conversion feature of the Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. During the year ended June 30, 2019, the Company issued 42,122,566 shares of common stock upon conversion of principal in the amount of $159,000, plus accrued interest of $7,950, with a fair value loss on conversion of $117,945.
F-13
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 5. | CONVERTIBLE PROMISSORY NOTES (Continued) |
The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $159,000 during the year ended June 30, 2019. The balance of the balance on the Investor Notes as of June 30, 2019 was $199,000.
December 14, 2018 and January 18, 2019, the Company issued 10% unsecured convertible notes to an investor (the “December January Notes”) in the aggregate principal amount of $86,500. The Notes each mature on December 14, 2019 and January 18, 2020, respectively. The December-January Notes may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest trading prices per common stock during the fifteen (15) trading day prior to the conversion date. The conversion feature of the December –January Notes were considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the December –January Notes. During the year ended June 30, 2019, the Company issued 3,700,000 shares of common stock upon conversion of $7,614 in principal, plus accrued interest of $500, with a fair value loss on conversion of $12,236. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $43,849 during the year ended June 30, 2019. The balance of the December –January Notes as of June 30, 2019 was $78,886.
On January 31, 2019 and March 6, 2019, the Company issued 10% unsecured convertible notes to an investor (the “January-March Notes”) in the aggregate principal amount of $160,000. The Notes each mature on January 31, 2020 and March 6, 2020, respectively. The January March Notes may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest two (2) trading prices per common stock during the fifteen (15) trading day prior to the conversion date. The conversion feature of the January-March Notes were considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the January-March Notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $58,301 during the year ended June 30, 2019. The balance of the January-March Notes as of June 30, 2019 was $160,000.
| 6. | 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 Company’s outstanding convertible notes 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 year ended June 30, 2019, we determined that the fair value of the conversion feature of the Company’s outstanding convertible notes at issuance was $743,301, based upon the Binomial lattice formula. We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the convertible notes.
During the year ended June 30, 2019, the Company recorded a net gain in change in derivative of $7,695,278 in the statement of operations due to the change in fair value of the remaining outstanding convertible notes, for the year ended June 30, 2019. The Company also recognized a loss on conversion of debt in the amount of $1,053,517 in the statement of operations at June 30, 2019. At June 30, 2019, the fair value of the derivative liability was $3,905,721.
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 | 1.71% - 2.18% | |||
| Stock volatility factor | 71.0% - 114.0% | |||
| Weighted average expected option life | 3 months - 5 year | |||
| Expected dividend yield | None | |||
F-14
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 7. | DEFERRED TAX BENEFIT |
The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2016.
Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amount when the realization is uncertain. Included in the balance at June 30, 2019 and 2018, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.
The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended June 30, 2019 and 2018, the Company did not recognize interest or penalties.
At June 30, 2019, the Company had net operating loss carry-forwards of approximately $6,900,400, which expires in future years. No tax benefit has been reported in the June 30, 2019 and 2018 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount.
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended June 30, 2019 and 2018 due to the following:
| 6/30/2019 | 6/30/2018 | |||||||
| Book income (loss) | $ |
1,193,500 |
$ | (4,079,759 | ) | |||
| Non deductible expenses | (1,520,850 | ) | 3,791,305 | |||||
| Depreciation and amortization |
45 |
(395 | ) | |||||
| Related party accrual | (5,100 | ) | - | |||||
| Valuation Allowance |
332,405 |
288,849 | ||||||
| Income tax expense | $ | - | $ | - | ||||
Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax liabilities consist of the following components as of June 30, 2019 and 2018:
| 6/30/2019 | 6/30/2018 | |||||||
| Deferred tax assets: | ||||||||
| NOL carryover | $ |
2,070,125 |
$ | 2,331,918 | ||||
| Research and development | 92,490 | 69,449 | ||||||
| Related party accrual | 52,275 | 76,500 | ||||||
| Deferred tax liabilities: | ||||||||
| Depreciation and amortization | $ | (5,340 | ) | $ | (4,352 | ) | ||
| Less Valuation Allowance | $ | (2,209,550 | ) | $ | (2,473,515 | ) | ||
| Income tax expense | $ | - | $ | - | ||||
F-15
HYPERSOLAR, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2019 AND 2018
| 7. | DEFERRED TAX BENEFIT (Continued) |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective July 1, 2018. The Company has applied the new tax law for its calculation of the deferred tax provision. There was no impact to the Company’s financial statements. For certain deferred tax assets and deferred tax liabilities, we have recorded a provisional decrease of $707,468, with a corresponding net adjustment to the valuation allowance of $707,468 as of July 1, 2018.
The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions.
| 8. | COMMITMENTS AND CONTINGENCIES |
The Company rents office space on a month-to-month basis with a monthly lease payment in the amount of $900, which is due by the fifteenth of each month.
On June 1, 2019, the Company entered into a research agreement with the University of Iowa. As consideration under the research agreement, the University of Iowa will receive a maximum of $144,747 from the Company. The research agreement may be terminated by either party upon a sixty (60) day prior written notice or a material breach or default, which is not cured within 90 days of receipt of a written notice of such breach. The term of the research agreement runs through May 31, 2020, but may be extended upon mutual agreement of the parties.
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 operations.
| 9. |
RELATED PARTY
As of June 30, 2019, the Company reported an accrual associated with the CEO’s prior years salary in the amount of $174,250. |
| 10. | SUBSEQUENT EVENTS |
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following events:
On July 2, 2019, the Company issued 5,978,000 shares of common stock for consulting fees in the amount of $29,890.
During the month of July 2019, the Company issued 17,700,000 shares of common stock upon conversion of principal in the amount of $37,913.
On July 22, 2019, the Company entered into a non-statutory stock option agreement with a consultant for the grant of an option to purchase 10,000,000 shares of common stock, at an exercise price of $0.0046 per share for consulting services. The options vest as follows: one-third (1/3) shall vest immediately, and the remainder of the Options shall vest in one-twenty fourth (1/24) increments per month.
On August 2, 2019, the Company issued 7,153,361 shares of common stock upon conversion of principal in the amount of $9,973, plus accrued interest of $5,350.
On August 2, 2019, the Company issued 40,886,971 shares of common stock upon conversion of principal in the amount of $53,400, plus accrued interest of $20,197.
On August 12, 2019, the Company received $53,000 on a 10% convertible promissory note. The Note is convertible into shares of common stock of the Company at 61% of the market price equal to the lowest trading price during the previous fifteen (15) trading days to the date of conversion. The Note matures on August 12, 2020.
During the month of August 2019, the Company issued 31,553,707 shares of common stock upon conversion of principal in the amount of $80,000, plus accrued interest of $4,132.
During the month of August 2019, the Company issued 29,277,330 shares of common stock upon conversion of principal in the amount of $78,000, plus accrued interest of $3,900.
On September 12, 2019, the Company issued 17,017,143 shares of common stock for consulting fees in the amount of $59,560.
On September 23, 2019, the Company issued 46,031,639 shares of common stock upon conversion of principal in the amount of $51,600, plus accrued interest of $19,749.
During the month of September 2019, the Company issued 29,085,139 shares of common stock upon conversion of principal in the amount of $55,000.
F-16
Exhibit 10.22
CONTRACT
THIS AGREEMENT effective this 1st of June, 2019, by and between HyperSolar, Inc (hereafter referred to as “Sponsor”) and The University of Iowa, Iowa City, Iowa, a non-profit educational institution (hereinafter referred to as “University”).
WITNESSETH:
WHEREAS, the research program contemplated by this Agreement is of mutual interest and benefit to University and to Sponsor, will further the instructional and research objectives of University in a manner consistent with its status as a non- profit, tax-exempt, educational institution, and may derive benefits for both Sponsor and University through inventions, improvements, and/or discoveries;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to the following:
ARTICLE 1 - Definitions
As used herein, the following terms shall have the following meanings:
| 1.1 | “Project” shall mean the description of the project as described in Exhibit A hereof, under the direction of Syed Mubeen as Principal Investigator. |
| 1.2 | “Contract Period” is June 1, 2019, through May 31, 2020. |
| 1.3 | “University Intellectual Property” shall mean individually and collectively all inventions, improvements and/or discoveries which are conceived and/or made (i) by one or more employees of University, or (ii) jointly by one or more employees of University and by one or more employees/consultants of Sponsor, in performance of the Project. |
ARTICLE 2 - Research Work
| 2.1 | University shall commence performance of the Project promptly after the effective date of this Agreement, and shall use all reasonable efforts, care, and diligence to perform such Project in accordance with the terms and conditions of this Agreement. Anything in this Agreement to the contrary notwithstanding, Sponsor and University may at any time amend the Project by mutual written agreement. |
| 2.2 | In the event that the Principal Investigator becomes unable or unwilling to continue the Project, and a mutually acceptable substitute is not available, University and/or Sponsor shall have the option to terminate said Project pursuant to Article 10.1. |
| 2.3 | The University does not comply with Good Laboratory Practices (GLPs) as defined by the U.S. Food and Drug Administration in 21 C.F.R. 58. |
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ARTICLE 3 - Reports and Conferences
| 3.1 | Written program reports shall be provided by University to Sponsor every six (6) months, and a final report shall be submitted by University within forty-five (45) days of the conclusion of the Contract Period, or the earlier termination of this Agreement. |
| 3.2 | During the term of this Agreement, representatives of University will meet with representatives of Sponsor at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes therein, of the Project to be performed hereunder. |
ARTICLE 4 - Costs, Billings, and Other Support
| 4.1 | It is agreed to and understood by the parties hereto that, subject to Article 2, total costs to Sponsor hereunder shall not exceed the sum of One Hundred and Forty Four Thousand and Seven Hundred and Forty Seven Dollars ($144,747). Payment shall be made by Sponsor according to the following schedule: |
Four (4) Quarterly Payments of $36,187.75
| 4.2 | Invoices shall be submitted to the Sponsor representative listed in Article 17 for submission of invoices. Payments to University shall include Sponsor name, Principal Investigator name, project title and shall be submitted to the University representative listed in Article 17 for payment remittance. |
| 4.3 | [Sponsor shall loan/donate the following equipment to University under the following conditions: Not Applicable .] University shall retain title to any equipment purchased with funds provided by Sponsor under this Agreement. |
| 4.4 | Anything herein to the contrary notwithstanding, in the event of early termination of this Agreement by Sponsor pursuant to Article 10.1 hereof, Sponsor shall pay all costs accrued by University as of the date of termination, including non-cancelable obligations, which shall include all non-cancelable contracts and fellowships or postdoctoral associate appointments called for in Appendix A, incurred prior to the effective date of termination. After termination, any obligation of Sponsor for fellowships or postdoctoral associates shall end no later than the end of University’s academic year following termination. |
ARTICLE 5 - Publicity
| 5.1 | Sponsor shall not use the name of University, nor of any member of University’s Project staff, in any publicity, advertising, or news release or in any way imply endorsement of the University without the prior written approval of an authorized representative of University. University shall not use the name of Sponsor, nor any employee of Sponsor, in any publicity without the prior written approval of Sponsor. University may disclose, without Sponsor’s approval, the terms of this Agreement that are a matter of public record under the Iowa Open Records Law, Iowa Code Chapter 22. |
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ARTICLE 6 - Publications
| 6.1 | Sponsor recognizes that under University policy, the results of University research must be publishable and agrees that researchers engaged in the Project shall be permitted to present research results at symposia, national or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of the Project, provided, however, that Sponsor shall have been furnished copies of any proposed publication or presentation at least one (1) month in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. Sponsor shall have thirty (30) days, after receipt of said copies, to object to such proposed presentation or proposed publication because there is patentable subject matter or proprietary information of Sponsor that needs protection. In the event that Sponsor makes such objection, said researcher(s) shall refrain from making such publication or presentation for a maximum of six (6) months from date of receipt of such objection in order for University to file patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) directed to the patentable subject matter contained in the proposed publication or presentation. Sponsor does not possess a right to delay publication if the publication or presentation contains only findings and conclusions of basic science or results that would not affect the ability of Sponsor to obtain a patent. |
ARTICLE 7 - Proprietary Information
| 7.1 | It is the responsibility of Sponsor to mark or otherwise identify in writing prior to submission any information considered confidential that it deems necessary to share with University (“Confidential Information”). Oral disclosures of Confidential Information shall be identified as confidential at the time of disclosure and confirmed in writing within ten (10) business days of the disclosure. University shall have the right to accept or reject Sponsor’s Confidential Information. If such information is accepted it will be withheld by University from publication, and in all other respects shall be maintained by University as confidential and proprietary to Sponsor for a period of five (5) years after termination of this Agreement. University shall have no such obligation with respect to any portion of such Confidential Information which: |
| a) | is or later becomes generally available to the public by use, publication or the like, through no fault of University; | |
| b) | is obtained on a non-confidential basis from a third party who disclosed the same to University; | |
| c) | University already possesses, as evidenced by its written records, predating receipt thereof from Sponsor; or | |
| d) | is required to be disclosed by law, regulation or court order. |
| 7.2 | All documentation concerning University Intellectual Property submitted to Sponsor in accordance with Article 8.4 shall be treated as confidential in order to preserve any patent rights. |
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ARTICLE 8 - Intellectual Property
| 8.1 | All rights, title and interest to University Intellectual Property under the Project, except as provided in Article 8.3, shall belong to University and shall be subject to the terms and conditions of this Agreement. |
| 8.2 | Rights to inventions, improvements, and/or discoveries, whether patentable or copyrightable or not, relating to the Project made solely by employees/consultants of Sponsor shall belong to Sponsor. Such inventions, improvements, and/or discoveries shall not be subject to the terms and conditions of this Agreement. |
| 8.3 | Rights to inventions, improvements, and/or discoveries conceived and/or made during the Contract Period, whether patentable or copyrightable or not, relating to the Project, which are made jointly by employees of University and employees/consultants of Sponsor, shall be the joint property of University and Sponsor and shall be subject to the terms and conditions of this Agreement. |
| 8.4 | University will promptly notify Sponsor of any University Intellectual Property conceived and/or made during the Contract Period under the Project. If Sponsor directs that a patent application or application for other intellectual property protection be filed, University shall promptly prepare, file, and prosecute such U.S. and foreign application in University’s name, and Sponsor’s name if jointly invented. Sponsor shall bear all costs incurred in connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign application(s) directed to said University Intellectual Property. Sponsor shall cooperate with University to assure that such application(s) will cover, to the best of Sponsor’s knowledge, all items of commercial interest and importance. While University shall be responsible for making decisions regarding scope and content of application(s) to be filed and prosecution thereof, Sponsor shall be given an opportunity to review and provide input thereto. University shall keep Sponsor advised as to all developments with respect to such application(s) and shall promptly supply to Sponsor copies of all papers received and filed in connection with the prosecution thereof in sufficient time for Sponsor to comment thereon. |
| 8.5 | If Sponsor elects not to exercise its option granted in Article 9.1 or decides to discontinue the financial support of the prosecution and maintenance of the patent protection, all right, title and interest in such patent, patent application, and University Intellectual Property shall automatically revert to University. University shall then be free to file or continue prosecution or maintain any such application(s), and to maintain any protection issuing thereon in the U.S. and in any foreign country at University’s sole expense. |
ARTICLE 9 - Grant of Rights
| 9.1 | Subject to Article 8.3, University grants Sponsor the first option to elect an exclusive license to University Intellectual Property developed under this Agreement, and a right to sub-license any and all University Intellectual Property developed under this Agreement on terms and conditions to be mutually agreed upon. If Sponsor elects to exercise this option, Sponsor shall notify University in writing of its decision within one (1) year from the date of termination of this Agreement. |
| 9.2 | No grant described in this Article shall be construed to limit University’s right to utilize University Intellectual Property for research, instruction or academic publication purposes. |
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ARTICLE 10 - Term and Termination
| 10.1 | This Agreement shall become effective upon the date first hereinabove written and shall continue in effect for the full duration of the Contract Period unless sooner terminated in accordance with the provisions of this Article. The parties hereto may, however, extend the term of this Agreement for additional periods as desired under mutually agreeable terms and conditions which the parties reduce to writing and sign. Either party may terminate this Agreement upon sixty (60) days prior written notice to the other. |
| 10.2 | In the event that either party hereto shall commit any material breach or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within ninety (90) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice. |
| 10.3 | Termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. No termination of this Agreement, however effectuated, shall release the parties hereto from their rights and obligations under Articles 3.1, 4, 5, 6, 7, 8, 9 and 11. |
ARTICLE 11 - Independent Contractor
| 11.1 | In the performance of all services hereunder University shall be deemed to be and shall be an independent contractor and, as such, University shall not be entitled to any benefits applicable to employees of Sponsor. |
| 11.2 | Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound to the acts or conduct of the other. |
ARTICLE 12 – Insurance
| 12.1 | Each party shall be liable for any and all claims for wrongful death, personal injury or property damage attributable to the negligent acts or omissions of that party and the officers, employees, and agents thereof. |
| 12.2 | University shall be responsible and agrees to pay for any and all claims for wrongful death, personal injury or property damage directly resulting from the negligence of University, its officers, employees and agents, and arising from activities under this Agreement to the full extent permitted by Chapter 669, Code of Iowa, which is the exclusive remedy for processing tort claims against the State of Iowa. |
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ARTICLE 13 - Governing Law
| 13.1 | This Agreement shall be governed and construed in accordance with the substantive laws of the State of Iowa, excluding its conflict of laws provisions. |
ARTICLE 14 - Assignment
| 14.1 | This Agreement shall not be assigned by either party without the prior written consent of the parties hereto. |
| 14.2 | This Agreement is assignable to any division of Sponsor, any majority stockholder of Sponsor, and/or any subsidiary of Sponsor, provided that such assignee assumes all of the rights, obligations and liabilities of Sponsor hereunder. |
ARTICLE 15 - Agreement Modification
| 15.1 | Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorized representatives of the parties hereto. |
ARTICLE 16 - Warranties
| 16.1 | NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE PART OF THIS AGREEMENT. |
ARTICLE 17 - Export Control
| 17.1 | The disclosing party agrees to share any export control determinations when products, services, and/or technical data under this Agreement are subject to export controls under U.S. Government export laws and regulations; however, each party will be solely responsible for compliance with U.S. Government export laws and regulations. |
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ARTICLE 18 - Notices
| 18.1 | Notices, invoices, and communications, hereunder shall be given by registered or certified mail, or express delivery service, postage or delivery charge prepaid, and addressed to the party to receive such notice, invoice, or communication at the address given below, or such other address as may hereafter be designated by notice in writing. Notice shall be deemed made on the date of receipt. |
If to Sponsor:
Tim Young, CEO
HyperSolar, Inc
Phone: (310)486-0740
E-mail: tyoung@hypersolar.com
For Submission of Invoices:
HyperSolar, Inc.
32 E. Micheltorena, Suite A Santa
Barbara, CA 93101
Phone: 805-966-6566
Fax: 805-617-3601
E-mail: tyoung@hypersolar.com
| If to University: | The University of Iowa |
Division of Sponsored Programs
Attention: _________________
2 Gilmore Hall
Iowa City, Iowa 52242
Phone: 319-335-2123
Fax: 319-335-2130
E-mail:
For Payment Remittance:
The University of Iowa
Grant Accounting Office
B5 Jessup Hall
Iowa City, Iowa 52242-1316
Phone: 319-335-3801
Fax: 319-335-0674
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IN WITNESS WHEREOF, the parties, duly authorized, have executed this Agreement in duplicate as of the day and year first written above.
| HYPERSOLAR, INC. (SPONSOR) | THE UNIVERSITY OF IOWA | |||
| /s/ Timothy Young | /s/ Jennifer Lassner | |||
| By: | Timothy Young | By: | Jennifer Lassner | |
| Title: | President and CEO | Title: | Executive Director of Sponsored Programs | |
| Date: | June 1, 2019 | Date: | June 26, 2019 | |
Rev. 03/30/2012
-8-
Exhibit 31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Timothy Young, certify that:
1. I have reviewed this annual report on Form 10-K of Hypersolar, Inc. for the fiscal year ended June 30, 2019;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: September 27, 2019
| By: | /s/ Timothy Young | |
| Timothy Young | ||
|
Chief Executive Officer & Acting Chief Financial Officer (Principal Executive Officer) (Principal Accounting and Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hypersolar, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2019, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Timothy Young, Chief Executive Officer & Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: September 27, 2019 | /s/ Timothy Young |
| By: Timothy Young | |
| Its: Chief Executive Officer & Acting Chief Financial Officer | |
|
(Principal Executive Officer)
(Principal Accounting and Financial Officer) |