What changed in this filing

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Item 1A. Risk Factors

2024-03-20 compared with 2023-03-10 · 18 added, 26 removed, 136 unchanged (24% of the section changed)

3 unchanged sentences

through December 31, 2023, we have an accumulated deficit of $176,279,264.

These factors, among others discussed in Note (1) to the

financial statements included in this Annual Report, raise substantial doubt about our ability to continue as a going concern.

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.

These factors, among others discussed in Note (1) to the financial

statements included in this Annual Report, raise substantial doubt about our ability to continue as a going concern.

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.

ARE A DEVELOPMENT STAGE COMPANY AND MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION STRATEGY IF WE ARE ABLE TO LAUNCH OUR

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We are highly

dependent on our chief executive officer, Dr.

dependent on our Chairman and President, Dr.

David Lee, who has been critical to the development of our technologies and business.

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DEMAND FOR, AND THE PRICES OF, OUR PRODUCTS TO DECLINE.

there are a number of companies developing green hydrogen technologies for electrolyzers, we do not know of any employing anything similar

to our non-precious metal-based catalysts.

We may face competition from these companies as they may expand or extend their product offering

to incorporate new catalyst materials.

there are a number of companies developing green hydrogen production technologies including electrolyzers, we do not know of any employing

anything similar to our ThermoLoop TM technology.

We may face competition from these companies as they may expand or extend

their product offering to incorporate new thermochemical water splitting technologies.

of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development

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directors and executive officers beneficially own approximately 39% of the outstanding shares of our common stock as of December 31,

2022 was 705,126,846.

Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have

the ability to control the election of our Board of Directors and the outcome of matters submitted to a vote of our stockholders.

Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to

control the election of our Board of Directors and the outcome of matters submitted to a vote of our stockholders.

Related to Our Common Stock

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and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating

to the penny stock market, which, in highlight form:

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

the penny stock market, which, in highlight form:

forth the basis on which the broker or dealer made the suitability determination;

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in dilution to our existing stockholders.

STOCK OFFERINGS IN THE FUTURE MAY DILUTE THEN-EXISTING SHAREHOLDERS’ PERCENTAGE OWNERSHIP OF THE COMPANY.

STOCK OFFERINGS IN THE FUTURE MAY DILUTE THEN-EXISTING STOCKHOLDERS’ PERCENTAGE OWNERSHIP OF THE COMPANY.

our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of common

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common stock in the future will dilute the percentage ownership of then current stockholders.

headquarters are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387.

We lease our facility under a month-to-month

lease without an expiration date.

Our monthly lease payment is $550.

The size of our office is 144 square feet.

are not currently a party to, nor are any of our property currently the subject of, any pending legal proceeding that will have a material

adverse effect on our business.

SAFETY DISCLOSURES

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors