What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-03-20 compared with 2023-03-10 · 41 added, 42 removed, 68 unchanged (55% of the section changed)

26 unchanged sentences

are a developer of clean energy technologies.

Our current focus is on developing an electrolyzer technology to lower the cost of Green

Hydrogen production.

is the cleanest and most abundant fuel in the universe.

It is zero-emission and only produces water vapor when used.

However, hydrogen

does not exist in its pure form on Earth so it must be extracted.

For centuries, scientists have known how to electricity to split water

into hydrogen and oxygen using a device called an electrolyzer.

Electrolyzers installed behind a solar farm or wind farm can use renewable

electricity to split water, thereby producing Green Hydrogen.

However, modern electrolyzers still cost too much.

The chemical catalysts

that enable the water-splitting reactions are currently made from platinum and iridium - both are very expensive precious metals.

catalysts account for nearly 50% of the cost of the electrolyzer.

are developing technologies to significantly reduce or replace catalysts made from rare materials with catalysts made from inexpensive

earth abundant materials in electrolyzers to lower the cost of Green Hydrogen, thus help usher in a Green Hydrogen economy.

report, Goldman Sachs estimates that Green Hydrogen will be a $12 trillion market opportunity by 2050.

Our current focus is on developing a thermochemical green hydrogen production technology

to lower the cost of Green Hydrogen production.

is the cleanest and most abundant element in the universe, and we can’t live without it.

Hydrogen is the key ingredient in making

fertilizers needed to grow food for the world.

It is also used for transportation, refining oil and making steel, glass, pharmaceuticals

Nearly all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources.

Water, on the other hand, is an infinite and renewable worldwide resource.

the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity

produced from solar or wind.

However, green electricity is and always will be very expensive.

It currently accounts for 73% of the cost

of green hydrogen.

By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost

of green hydrogen.

Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for

use in our novel low-cost thermochemical water splitting process.

Working with a world class research team at UC Santa Barbara, our goal

is to help usher in the green hydrogen economy that Goldman Sachs estimated to have a future market value of $12 trillion.

have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV,

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and Administrative Expenses

and administrative (“G&A”) expenses increased by $40,240,146 to $10,988,885 for the year ended December 31, 2022, compared

and administrative (“G&A”) expenses decreased by $(8,016,619) to $2,972,266 for the year ended December 31, 2023, compared

to $10,988,885 for the prior period December 31, 2022.

This decrease in G&A expenses was the result of a decrease in non-cash stock

compensation of $39,962,654, increase in salaries of $26,229, decrease in professional fees of $302,741, with an overall decrease of

$980 in other G&A expenses.

compensation of $(8,262,368), with an increase in salaries of $72,115, an increase in professional fees of $31,054, an increase in investor

relations of $56,610, an increase in insurance of $33,155, with an overall decrease of $52,815 in other G&A expenses.

and Development

6 unchanged sentences

Income/(Expenses)

income and (expenses) decreased by $(62,640,956) to $3,054 of other expense for the year ended December 31, 2022, compared to $(62,644,010

of other income for the prior period ended December 31, 2021.

The decrease in non-cash gain on change in fair value of the derivative

instruments of $63,214,902, interest income of $578 with a decrease in interest expense in the amount of $(574,524), which includes the

net change in amortization of debt discount in the amount of $455,989.

The decrease in other income and (expenses) was primarily due

to the conversion of the outstanding convertible promissory notes.

net loss was $(12,085,528) for the year ended December 31, 2022, compared to a net income of $10,189,480 for the prior period ended December

The increase in net loss was due to a decrease in non-cash change in derivative liabilities.

The Company has not generated

any revenues.

income and (expenses) decreased by $(1,336) to $1,718 of other expense for the year ended December 31, 2023, compared to $3,054 of other

income for the prior period ended December 31, 2022.

The decrease of $1,336 consisted of interest income and cash discounts combined.

net loss was $3,177,532 for the year ended December 31, 2023, compared to a net loss of $12,085,528 for the prior period ended December

The decrease of $8,907,996 in net loss was due to a decrease in non-cash change in stock compensation expense.

has not generated any revenues.

AND CAPITAL RESOURCES

8 unchanged sentences

used in investing activities for the years ended December 31, 2023 and 2022 was $0, respectively.

provided from financing activities during the year ended December 31, 2022 was $1,000 as compared to $8,666,700 for the prior year ended

December 31, 2021.

provided from financing activities during the year ended December 31, 2023 was $0 as compared to $1,000 for the prior year ended December

Our capital needs have primarily been met from the proceeds of convertible debt offerings and equity financing.

are currently in the development stage of our business and have no revenues.

We are currently

in the development stage of our business and have no revenues.

financial statements as of December 31, 2023 and 2022 have been prepared under the assumption that we will continue as a going concern.

8 unchanged sentences

The Company’s current

focus is on developing lower cost replacements for precious metal based catalysts for hydrogen electrolyzers.

plan of operation within the next twelve months is to utilize our cash balances to expand the existing electrolyzer technology program

focused on significantly reducing or replacing rare materials in electrolyzers with inexpensive earth abundant materials to help usher

in a Green Hydrogen economy.

focus is on developing ThermoLoop™, a breakthrough technology that uses water and heat rather than electricity to potentially produce

the world’s lowest cost green hydrogen.

plan of operation within the next twelve months is to utilize our cash balances to maintain the existing ThermoLoop TM technology

development program at UCSB.

believe that our current cash and investment balances will be sufficient to support development activity and general and administrative

expenses for the next twenty-four months.

Management estimates that it will require additional cash resources during 2025, based upon

its current operating plan and condition.

We expect increased expenses during the second quarter of 2023 as we ramp up prototyping efforts

for electrolyzer incorporating our catalyst technology as well as commence an additional related technology program.

Management estimates that it will require additional cash resources during second half of 2025,

based upon its current operating plan and condition.

We do not expect increased expenses until early 2026 when we ramp up prototyping

efforts related to our thermochemical water splitting technology.

QUANTITATIVE AND QUALITATIVE DISCLSOURES ABOUT MARKET

a “Smaller Reporting Company”, this Item and the related disclosure is not required.

STATEMENTS AND SUPPLEMENTARY DATA.

3 unchanged sentences

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 7. Management’s Discussion and Analysis