What changed in this filing

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Item 1A. Risk Factors

2025-03-25 compared with 2024-03-20 · 159 added, 132 removed, 22 unchanged (93% of the section changed)

HAVE A LIMITED HISTORY OF LOSSES AND HAVE NEVER REALIZED REVENUES TO DATE.

inception, we have incurred losses and have negative cash flows from operations and have realized only minimal revenues.

From inception

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.

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

PRODUCT AND SERVICE OFFERINGS.

are a development stage company that was formed on April 24, 2006 and may not be able to launch our product and service offerings or

implement the other features of our business strategy at the rate or to the extent presently planned.

If we are able to launch our product

and service offerings, 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 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.

MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES.

we have made progress in the development of our products, we have generated only minimal revenues and are unable to project when we will

achieve profitability, if at all.

As is the case with any new technology, we are a development stage company and expect the development

process to continue.

We may not be able to develop our product offering, develop a customer base and markets, or implement the other

features of our business strategy at the rate or to the extent presently planned.

Growth beyond the product development stage will place

a significant strain on our administrative, operational and financial resources.

In addition, our operations will not be able to move

out of the development stage without additional funding.

REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET;

RISK FACTORS.

WE HAVE A LIMITED HISTORY OF LOSSES AND HAVE NEVER

REALIZED REVENUES TO DATE.

Since inception, we have incurred

losses and have negative cash flows from operations and have realized only minimal revenues.

From inception through December 31, 2024,

we have an accumulated deficit of $177,942,547.

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.

WE 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 PRODUCT AND SERVICE OFFERINGS.

We are a development stage company

that was formed on April 24, 2006 and may not be able to launch our product and service offerings or implement the other features of

our business strategy at the rate or to the extent presently planned.

If we are able to launch our product and service offerings, 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 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

WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND

COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES.

While we have made progress in

the development of our products, we have generated only minimal revenues and are unable to project when we will achieve profitability,

As is the case with any new technology, we are a development stage company and expect the development process to continue.

We may not be able to develop our product offering, develop a customer base and markets, or implement the other features of our business

strategy at the rate or to the extent presently planned.

Growth beyond the product development stage will place a significant strain

on our administrative, operational and financial resources.

In addition, our operations will not be able to move out of the development

stage without additional funding.

OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF

OUR PRODUCTS BY THE MARKET;

THE FAILURE OF WHICH WOULD CAUSE TO CURTAIL OR CEASE OPERATIONS.

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 sell and license our products and generate revenue.

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.

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.

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.

do not maintain theft or casualty insurance and we have modest liability and property insurance coverage.

We cannot assure you that we

will not incur uninsured liabilities and losses as a result of the conduct of our business.

Any such uninsured loss or liability could

have a material adverse effect on our results of operations.

WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL, OUR BUSINESS COULD SUFFER.

success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel.

We are highly

dependent on our Chairman and President, Dr.

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 sell and license our products and generate revenue.

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.

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

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 or casualty

insurance and we have modest liability and property insurance coverage.

We cannot assure you that we will not incur uninsured liabilities

and losses as a result of the conduct of our business.

Any such uninsured 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 Chairman

and President, Dr.

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

loss of the services of Dr.

The loss of the services of

Lee could have a material adverse effect on our operations.

We do not have an employment agreement with Dr.

Lee and do not maintain key man insurance with respect to Dr.

Lee and do not maintain

key man insurance with respect to Dr.

Accordingly, there can be no assurance that Dr.

Lee will remain associated

His 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.

Lee will remain associated with us.

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 Dr.

Lee, or any other key employees or consultants,

we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT.

may rely on strategic relationships with technology development partners to provide personnel, and expertise in the research and development

of our technology and manufacturing process underlying our product.

A loss of these relationships for any reason could cause us to experience

difficulties in completing the development of our product and implementing our business strategy.

There can be no assurance that we could

establish other relationships of adequate expertise in a timely manner or at all.

CURRENT AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES THAN WE DO, MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE

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

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

and marketing resources, greater name recognition and larger customer bases than we do.

Our present or future competitors may be able

to develop products comparable or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends

and standards or customer requirements, or devote greater resources to the development, promotion and sale of their products than we

Accordingly, we may not be able to compete effectively in our markets, competition may intensify and future competition may harm

our business.

ARE CONTROLLED BY CURRENT OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS.

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

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

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.

is a very limited market for our common stock.

Since trading commenced in February 2007, 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.

COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH

MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes

relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00

per share, subject to certain exceptions.

Lee, or any other key employees or consultants, we may experience

difficulties in competing effectively, developing our technology and implementing our business strategies.

THE LOSS OF STRATEGIC RELATIONSHIPS USED IN THE

DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT.

We may rely on strategic relationships

with technology development partners to provide personnel, and expertise in the research and development of our technology and manufacturing

process underlying our product.

A loss of these relationships for any reason could cause us to experience difficulties in completing

the development of our product and implementing our business strategy.

There can be no assurance that we could establish other relationships

of adequate expertise in a timely manner or at all.

OUR CURRENT AND POTENTIAL COMPETITORS, SOME OF

WHOM HAVE GREATER RESOURCES THAN WE DO, MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE DEMAND FOR, AND THE PRICES OF, OUR PRODUCTS

While 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

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

thermochemical water splitting technologies.

Many of our current and potential

competitors have longer operating histories, significantly greater financial, technical, product development and marketing resources,

greater name recognition and larger customer bases than we do.

Our present or future competitors may be able to develop products comparable

or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends and standards or customer

requirements, or devote greater resources to the development, promotion and sale of their products than we do.

Accordingly, we may not

be able to compete effectively in our markets, competition may intensify and future competition may harm our business.

WE ARE CONTROLLED BY CURRENT OFFICERS, DIRECTORS

AND PRINCIPAL STOCKHOLDERS.

Our directors and executive officers

beneficially own approximately 42% of the outstanding shares of our common stock as of December 31, 2024.

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.

Risks Related 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 February 2007, 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 IS SUBJECT TO THE “PENNY

STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND

MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission

has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity

security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain

For any transaction involving a penny stock, unless exempt, the rules require:

a broker or dealer approve a person’s account for transactions in penny stocks;

broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the

penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

financial information and investment experience objectives of the person;

a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge

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 SEC relating to

the penny stock market, which, in highlight form:

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

the broker or dealer received a signed, written agreement from the investor prior to the transaction.

brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.

This may make it more

difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

also to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commission

payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements to be sent disclosing recent price

information for the penny stock held in the account and information on the limited market in penny stocks.

DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE;

that a broker or dealer approve a person’s account for transactions

in penny stocks;

the broker or dealer receives from the investor a written agreement

to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s

account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of

make a reasonable determination that the transactions in penny stocks

are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating

the risks of transactions in penny stocks.

The 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:

sets forth the basis on which the broker or dealer made the suitability

determination;

that the broker or dealer received a signed, written agreement from

the investor prior to the transaction.

Generally, brokers may be less

willing to execute transactions in securities subject to the “penny stock” rules.

This may make it more difficult for investors

to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also to be made about

the risks of investing in penny stocks in both public offerings and in secondary trading and about the commission payable to both the

broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor

in cases of fraud in penny stock transactions.

Finally, monthly statements to be sent disclosing recent price information for the penny

stock held in the account and information on the limited market in penny stocks.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE;

ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

do not currently anticipate paying cash dividends in the foreseeable future.

The payment of dividends on our common stock will depend

on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider

Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development

and marketing efforts.

There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to

the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of

If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its

stock price appreciates.

ARTICLES OF INCORPORATION ALLOW FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS, WHICH

COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

We do not currently anticipate

paying cash dividends in the foreseeable future.

The payment of dividends on our common stock will depend on earnings, financial condition

and other business and economic factors affecting it at such time as the board of directors may consider relevant.

Our current intention

is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts.

can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock,

and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors.

If we do not pay dividends,

our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

OUR ARTICLES OF INCORPORATION

ALLOW FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS, WHICH COULD ADVERSELY AFFECT

THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

board of directors has the authority to fix and determine the relative rights and preferences of preferred stock.

7 unchanged sentences

in dilution to our existing stockholders.

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

ADDITIONAL 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

4 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 1A. Risk Factors