UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER:
(Name of registrant in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
Issuer’s telephone Number:
10 E. Yanonali, Suite 36
Santa Barbara, CA 93101
Former address, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether
the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of registrant’s
common stock outstanding, as of February 14,
SUNHYDROGEN, INC.
INDEX
| Page | ||
| PART I: FINANCIAL INFORMATION | 1 | |
| Item 1: | Financial Statements | 1 |
| Condensed Balance Sheets | 1 | |
| Condensed Statements of Operations | 2 | |
| Condensed Statements of Shareholders’ Equity (Deficit) | 3 | |
| Condensed Statements of Cash Flows | 4 | |
| Notes to the Condensed Financial Statements | 5 | |
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 20 |
| Item 4: | Controls and Procedures | 20 |
| PART II: OTHER INFORMATION | 21 | |
| Item 1 | Legal Proceedings | 21 |
| Item 1a: | Risk Factors | 21 |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 21 |
| Item 3: | Defaults Upon Senior Securities | 21 |
| Item 4: | Mine Safety Disclosures | 21 |
| Item 5: | Other Information | 21 |
| Item 6: | Exhibits | 21 |
| Signatures | 22 | |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
SUNHYDROGEN, INC.
CONDENSED BALANCE SHEETS
| December 31, 2022 | June 30, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalent | $ | $ | ||||||
| Marketable securities at cost | ||||||||
| Short term investment in affiliate at fair value | - | |||||||
| Prepaid expense | - | |||||||
| Other receivable | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| OTHER ASSETS | ||||||||
| AFFILIATE CONVERTIBLE NOTES RECEIVABLE | ||||||||
| Convertible note receivable, affiliate | ||||||||
| TOTAL NOTE RECEIVABLE | ||||||||
| PROPERTY & EQUIPMENT | ||||||||
| Machinery and equipment | ||||||||
| Computers and peripherals | ||||||||
| Vehicle | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| NET PROPERTY AND EQUIPMENT | ||||||||
| INTANGIBLE ASSETS | ||||||||
| Domain, net of amortization of $ | ||||||||
| Trademark, net of amortization of $ | ||||||||
| Patents, net of amortization of $ | ||||||||
| TOTAL INTANGIBLE ASSETS | ||||||||
| TOTAL OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and other payables | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued expenses, related party | - | |||||||
| Accrued interest on convertible notes | ||||||||
| Derivative liabilities | ||||||||
| Loan payable, related party | - | |||||||
| Convertible promissory notes | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG TERM LIABILITIES | ||||||||
| Loan payable, related party | ||||||||
| Convertible promissory notes | ||||||||
| TOTAL LONG TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMIMENTS AND CONTINGENCIES (SEE NOTE 9) | ||||||||
| SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred Stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
1
SUNHYDROGEN, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |||||||||||||
| REVENUE | $ | $ | $ | - | $ | - | ||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling and Marketing | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development cost | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME/(EXPENSES) | ||||||||||||||||
| Investment income | ||||||||||||||||
| Dividend expense | ( | ) | ( | ) | ||||||||||||
| Unrealized gain on investments in affiliate | ||||||||||||||||
| Loss on settlement of derivative liability | ( | ) | ( | ) | ||||||||||||
| Gain (Loss) on change in derivative liability | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL OTHER INCOME (EXPENSES) | ||||||||||||||||
| NET INCOME | $ | $ | $ | $ | ||||||||||||
| BASIC EARNINGS (LOSS) PER SHARE | $ | $ | $ | $ | ||||||||||||
| DILUTED EARNINGS (LOSS) PER SHARE | $ | $ | $ | $ | ||||||||||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||||||||||||
| BASIC | ||||||||||||||||
| DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
2
SUNHYDROGEN, INC.
CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021
| SIX MONTHS ENDED DECEMBER 31, 2021 | ||||||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||
| Preferred stock | Common stock | Paid-in | Accumulated | |||||||||||||||||||||||||||||
| Shares | Amount | Mezzanine | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at June 30, 2021 | - | $ | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | - | - | - | ( | ) | |||||||||||||||||||||||||||
| Issuance of Series C preferred stock in exchange for fair value of convertible note | ||||||||||||||||||||||||||||||||
| Redemption of related parties stock options | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net Income | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Balance at December 31, 2021 (unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| SIX MONTHS ENDED DECEMBER 31, 2022 | ||||||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||
| Preferred stock | Common stock | Paid-in | Accumulated | |||||||||||||||||||||||||||||
| Shares | Amount | Mezzanine | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at June 30, 2022 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | - | - | - | ( | ) | |||||||||||||||||||||||||||
| Issuance of common stock through a purchase agreement for cash | - | - | - | |||||||||||||||||||||||||||||
| Issuance of common stock through a cashless exercise of stock options | - | - | - | |||||||||||||||||||||||||||||
| Stock compensation for conversion of restricted stock awards | - | - | - | - | - | |||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Balance at December 31, 2022 (unaudited) | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
3
SUNHYDROGEN, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31 2022 AND 2021
(Unaudited)
| Six Months Ended | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (loss) | $ | $ | ||||||
| Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities | ||||||||
| Depreciation & amortization expense | ||||||||
| Stock compensation expense for services through a cashless exercise | ||||||||
| Net stock compensation expense for conversion of restricted stock awards | ||||||||
| Loss on settlement of debt and derivative | ||||||||
| Net (Gain) Loss on change in derivative liability | ( | ) | ( | ) | ||||
| Unrealized gain on change in fair value of investment in affiliate | ( | ) | ||||||
| Amortization of debt discount recorded as interest expense | ||||||||
| Change in assets and liabilities : | ||||||||
| Prepaid expense | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Accrued interest on convertible notes | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Marketable securities purchased | ( | ) | - | |||||
| Marketable securities redeemed | ( | ) | ||||||
| Purchase of investment in affiliate | ( | ) | - | |||||
| Purchase of long term convertible note, affiliate | ( | ) | - | |||||
| Purchase of tangible assets | ( | ) | - | |||||
| NET CASH USED IN INVESTING ACTIVITIES: | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net proceeds from purchase agreements | ||||||||
| Repayment of related party note payable | ( | ) | ||||||
| Redemption of related parties stock options | ( | ) | ||||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | ( | ) | ||||||
| NET DECREASE IN CASH | ( | ) | ( | ) | ||||
| CASH, BEGINNING OF PERIOD | ||||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||||||||
| Fair value of common stock upon conversion of convertible notes , and accrued interest | $ | $ | ||||||
| Fair value of preferred stock in exchange for convertible note | $ | $ | ||||||
| Fair value of derivative liability removed | $ | $ | ||||||
| Fair value of stock options issued through a cashless exercise | $ | $ | ||||||
| Reclassification of related party accrued salary to loan payable | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
4
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 1. | Basis of Presentation |
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the six months ended December 31, 2022. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended June 30, 2022.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
This summary of significant accounting policies of SunHydrogen, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Cash and Cash Equivalent
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Concentration risk
Cash includes amounts deposited in
financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company
may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of December 31, 2022, the cash balance in excess
of the FDIC limits was $
Marketable Securities
The Company considers corporate bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating of AAA and BBB.
Corporate bonds and U.S. Treasuries are considered current, based on their liquidity. The investments are generally valued using quoted prices and are classified in Level 2 of the fair value hierarchy as prices are not always from active markets. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.
Use of Estimates
In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, Binomial lattice valuation model inputs, derivative liabilities and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.
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 | ||||
| Vehicle |
The
Company recognized depreciation expense of $
5
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Intangible Assets
The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.
| Useful Lives | 12/31/2022 | 6/30/2022 | ||||||||
| Domain-gross | $ | $ | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||||
| Domain-net | $ | $ | ||||||||
| Trademark-gross | $ | $ | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||||
| Domain-net | $ | $ | ||||||||
| Patents-gross | $ | $ | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||||
| Patents-net | $ | $ | ||||||||
The Company recognized amortization
expense of $
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).
Six Months Ended December 30, 2022
The Company calculated the dilutive impact of
Six Months Ended December 31, 2021
The Company calculated the dilutive impact of
| Six Months Ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Income (Loss) to common shareholders (Numerator) | $ | $ | ||||||
| Basic weighted average number of common shares outstanding (Denominator) | ||||||||
| Diluted weighted average number of common shares outstanding (Denominator) | ||||||||
6
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Equity Incentive Plan and Stock Options
On January 27, 2022, the Company adopted the 2022 Equity Incentive
Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s
long-range success. The maximum number of shares of common stock that may be issued under the 2022
Plan is initially
Equity Incentive Plan
On December 17, 2018, the Board of
Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with
As
of December 31, 2022, there were
Stock Based Compensation
The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.
Warrant Accounting
The Company accounts for the warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.
Fair Value of Financial Instruments
Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of December 31, 2022, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, and derivative liability approximate the fair value because of their short maturities.
We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
7
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on December 31, 2022 (See Note 6):
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Marketable securities measured at fair value December 31, 2022 | $ | |||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Liabilities: | ||||||||||||||||
| Derivative liabilities measured at fair value December 31, 2022 | $ | $ | $ | $ | ||||||||||||
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
| Balance as of June 30, 2022 | ||||
| Gain on change in derivative liability | ( | ) | ||
| Balance as of December 31, 2022 | $ |
The derivative liability balance consisted
of the derivative liabilities for convertible notes in the amount of $
Research and Development
Research and development costs are
expensed as incurred. Total research and development costs were $
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.
8
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Reclassification of Expenses
Certain amounts in the 2021 financial statements have been reclassified to conform to the presentation used in the 2022 financial statements. There was no material effect on the Company’s previously issued financial statements.
Recently Issued Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited financial statements as of December 31, 2022.
| 3. | CAPITAL STOCK |
Series C Preferred Stock
On December 15, 2021, the Company filed a certificate of designation
of Series C Preferred Stock with the Secretary of State of Nevada, designating
The Company entered into a securities purchase agreement on December
15, 2021, with an accredited investor for an exchange of convertible debt to equity.
Common Stock
On January 27, 2022, the holder of
the majority of the voting power of the shareholders of the Company, and the Company’s chief executive officer, approved by written
consent (i) an amendment to the Company’s articles of incorporation to increase the Company’s authorized shares of common
stock from
9
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 3. | CAPITAL STOCK (Continued) |
Six Months ended December 31, 2022
During the period ended December 31,
2022, the Company issued
On November 11, 2022, the Company entered into a Purchase Agreement
with an investor for a total of $
During the period ended December 31, 2022, a consultant exercised
Under the 2022 Equity Incentive
Plan, one employee and one consultant were granted
Six Months ended December 31, 2021
During the period ended September 30,
2021, the Company issued
| 4. | OPTIONS AND WARRANTS |
OPTIONS
On October 2, 2017, the Company granted non-qualified options to purchase
On January 23, 2019, the Company issued
On January 31, 2019, the Company issued
On July 22, 2019, the Company issued
10
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 4. | OPTIONS AND WARRANTS (Continued) |
A summary of the Company’s stock option activity and related information follows:
| 12/31/2022 | 12/31/2021 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Number | average | Number | average | |||||||||||||
| Of | exercise | Of | exercise | |||||||||||||
| Options | price | Options | price | |||||||||||||
| Outstanding, beginning of period | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Redemption of options | ( | ) | $ | |||||||||||||
| Outstanding, end of period | $ | $ | ||||||||||||||
| Exercisable at the end of period | $ | $ | ||||||||||||||
During the six months ended December 31, 2022, a consultant exercised
During the six months ended December 31, 2021, the Company redeemed
a total of
The company’s reasons for the option redemption action for CEO, Director, and consultant included:
| ● | Retention of said persons who had been with the company for years with no benefit of stock compensation due to volatility | |
| ● | This action allowed for more price stability in the stock. | |
| ● | Allowed the company to retain more shares in the equity incentive program established at the time. |
The weighted average remaining contractual life of options outstanding as of December 31, 2022 and 2021 was as follows:
| 12/31/2022 | 12/31/2021 | |||||||||||||||||||||||||||||
| Exercise Price | Stock Options Outstanding | Stock Options Exercisable | Weighted Average Remaining Contractual Life (years) | Exercise Price | Stock Options Outstanding | Stock Options Exercisable | Weighted Average Remaining Contractual Life (years) | |||||||||||||||||||||||
| $ | - | - | - | - | $ | |||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
WARRANTS
As of December 31, 2022, the Company
had an aggregate of
A summary of the Company’s warrant activity and related information follows for the period ended December 31, 2022.
| 12/31/2022 | ||||||||
| Weighted | ||||||||
| Number | average | |||||||
| of | exercise | |||||||
| Warrants | price | |||||||
| Outstanding, beginning of period | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited/Expired | ||||||||
| Outstanding, end of period | $ | |||||||
| Exercisable at the end of period | $ | |||||||
11
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 4. | OPTIONS AND WARRANTS (Continued) |
| 12/31/2022 | Weighted Average | |||||||||||||
| Exercise Price | Warrants Outstanding | Warrants Exercisable | Remaining Contractual Life (years) | |||||||||||
| $ | 0.0938 | |||||||||||||
| $ | 0.13125 | |||||||||||||
| $ | 0.12 | |||||||||||||
At December 31, 2022, the aggregate
intrinsic value of the warrants outstanding was $
| 5. | CONVERTIBLE PROMISSORY NOTES |
As of December 31, 2022, the outstanding convertible promissory notes are summarized as follows:
| Convertible Promissory Notes | $ | |||
| Less current portion | ||||
| Total long-term liabilities | $ |
Maturities of long-term debt for the next three years are as follows:
| Period Ended December 31, | Amount | |||
| 2023 | $ | |||
| 2025 | ||||
| $ | ||||
At December 31, 2022, the outstanding
balance of the convertible promissory notes was $
The Company issued a
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SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 5. | CONVERTIBLE PROMISSORY NOTES (Continued) |
The Company issued a
On April 15, 2020, the Company
issued a convertible promissory note (the “Apr 2020 Note”) to an investor in the aggregate principal amount of $
| 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 convertible notes issued do not have fixed settlement provisions because their conversion prices are not fixed. The conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.
During the period ended December 31,
2022, the Company recorded a net gain in change in derivative of $
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SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 6. | DERIVATIVE LIABILITIES (Continued) |
For the six months ended December 31, 2022 and the year ended June 30, 2022, the fair value of the derivative liabilities are as follows;
| 12/31/2022 | 6/30/2022 | |||||||
| Derivative liability, convertible notes | $ | $ | ||||||
| Derivative liability, warrants | ||||||||
| Total | $ | $ | ||||||
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 | ||
| Stock volatility factor | ||
| Weighted average expected option life | ||
| Expected dividend yield |
| 7. | MARKETABLE SECURITIES |
As of December 31, 2022, the Company invested in corporate bonds and government bonds, which have been recognized in the financial statements at cost.
The Company considers corporate bonds and government bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating between AAA and BBB.
As of December 31, 2022, the components of the Company’s cash, cash equivalents, short -term investments are summarized as follows:
| Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Short-Term Marketable Securities | |||||||||||||||||||
| Cash | ||||||||||||||||||||||||
| Subtotal | ||||||||||||||||||||||||
| Level 1 | ||||||||||||||||||||||||
| U.S. Treasury bills | ||||||||||||||||||||||||
| Subtotal | ||||||||||||||||||||||||
| Level 2 | ||||||||||||||||||||||||
| Marketable securities | ( | ) | ||||||||||||||||||||||
| Investment in affiliate | ||||||||||||||||||||||||
| Subtotal | ( | ) | ||||||||||||||||||||||
| Total | ( | ) | ||||||||||||||||||||||
The Company has invested in bonds maturing from December 6, 2022 through August 16, 2023 that are held to maturity. The current trading prices or fair market value of the securities vary, and we believe any decline in fair value is temporary. All securities are current and not in default.
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SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 7. | MARKETABLE SECURITIES (Continued) |
The following table summarizes the amortized cost of the held-to-maturity securities at December 31, 2022, aggregated by credit quality indicator.
| Credit Quality Indicators for the Securities | ||||
| AA/A | $ | |||
| BBB | $ | |||
| Total | $ | |||
During the period ended December 31,
2022, the Company recognized interest income of $
| 8. | INVESTMENTS IN SECURITIES -AFFILIATE AND CONVERTIBLE NOTES RECEIVABLE -AFFILIATE |
On November 11, 2022, the Company entered into a subscription agreement
with TECO2030 ASA, (TECO) a public limited company incorporated in Norway. Pursuant to the subscription agreement, the Company purchased
The Company’s CEO is a director of TECO, as such TECO is considered an affiliate of the Company.
| Cost Basis | Unrealized Gain | Fair Value December 31, 2022 | ||||||||||
| Short term investments in affiliate at fair value | $ | $ | $ | |||||||||
During the period ended December 31,
2022, the Company recognized an unrealized gain of $
| 9. | COMMITMENTS AND CONTINGENCIES |
Effective October 1, 2022, the
Company extended its research agreement with the University of Iowa through September 30, 2023. As consideration under the research agreement,
the University of Iowa will receive a maximum of $
Effective October 1, 2022, the
Company extended its research agreement with the University of Michigan through September 30, 2023. As consideration under the research
agreement, the University of Michigan will receive a maximum of $
Effective
December 2021, the Company entered into a marketing media campaign in the amount of $
The
Company rented lab space with the University of Iowa as of February 2022. The monthly rent is a base of $
In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operation.
15
SUNHYDROGEN, INC.
NOTES TO FINANCIAL STATEMENTS – UNAUDITED
DECEMBER 31, 2022 AND 2021
| 10. | RELATED PARTY |
Six Months ended December 31, 2022
As of December 31, 2022, the Company
reported an accrual associated with the CEO’s prior years’ salary in the amount of $
Under
the 2022 Equity Incentive Plan, two employees were granted
During the six months ended December
31, 2022, a consultant exercised
Six Months ended December 31, 2021
During
the six months ended December 31, 2021, the Company redeemed
| 11. | SUBSEQUENT EVENTS |
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and had the following subsequent events to report.
On January 24, 2023, the Company issued
On January 23, 2023, under the 2022
Equity Incentive Plan, the Company granted a Director
On February 3, 2023, the Company issued
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement Regarding Forward-Looking Statements
The information in this report may contain forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in our reports filed with the Securities and Exchange Commission, or the SEC. These factors may cause our actual results to differ materially from any forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements, except as may be required under applicable law.
Unless the context otherwise requires, references in this Form 10-Q to “we,” “us,” “our,” or the “Company” refer to SunHydrogen, Inc.
Overview
At SunHydrogen, our goal is to replace fossil fuels with clean, renewable hydrogen.
Hydrogen is the most abundant chemical element in the universe. When hydrogen fuel is used to power transportation and industry, the only byproduct left behind is pure water, unlike hydrocarbon fuels such as oil, coal and natural gas that emit carbon dioxide and other harmful pollutants into the atmosphere. However, naturally occurring elemental hydrogen is rare – so rare, in fact, that today about 95% of hydrogen is produced from steam reforming of natural gas (Source: US Department of Energy, Hydrogen Fuel Basics). This process is both economically and environmentally unsound.
The SunHydrogen solution offers an efficient and cost-effective way to produce truly green hydrogen using sunlight and any source of water. Our core technology is a self-contained, nanoparticle-based hydrogen generator that mimics photosynthesis to split water molecules, resulting in hydrogen. By optimizing the science of water electrolysis at the nano-level, we believe we have developed a low-cost method to potentially produce environmentally friendly renewable hydrogen.
We believe renewable hydrogen has already proven itself to be a key solution in helping the world meet climate targets, and we believe our technology potentially offers solutions to the challenges that the hydrogen future presents, including cost of production and transportation.
Because our process only requires sunlight and water, our technology can be installed near the point of hydrogen use. This eliminates the need for pipelines and trucks that result in high carbon emissions and high capital investment. Additionally, because our process directly uses the electrical charges created by sunlight to generate hydrogen, our nanoparticle technology does not rely on grid power or require the costly power electronics that conventional electrolyzers do. Lastly, our planned scalable system configuration of many individual hydrogen-generating panels ensures redundancy, security and stability.
With a target cost of $2.50/kg., we aspire for our technology to be cost-competitive with brown hydrogen and below the cost of clean hydrogen competitors. We believe our solution has the potential to clear a path for green hydrogen to compete with natural gas hydrogen and gain mass market acceptance as a true replacement for fossil fuels.
Our technology is primarily developed at three laboratories – our independent laboratory in Coralville, Iowa, the SunHydrogen laboratory at the University of Iowa, and the Singh laboratory at University of Michigan.
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Additionally, in parallel to the ongoing development of our own technology, we are well-capitalized to begin pursuing synergistic strategic investments in the hydrogen space. SunHydrogen is committed to furthering renewable hydrogen technology to grow the hydrogen ecosystem, and we are actively pursuing opportunities for investment and acquisition of complimentary hydrogen technologies. We are fortunate to have the resources to maximize our impact in this fast-growing industry.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Binomial valuation option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.
Use of Estimates
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.
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 December 31, 2022, the amounts reported for cash, investment in affiliate, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.
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.
Recently Issued Accounting Pronouncements
Management reviewed currently issued pronouncements during the six months ended December 31, 2022, and does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Pronouncements are disclosed in notes to the financial statements.
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Results of Operations for the Three Months Ended December 31, 2022 compared to Three Months Ended December 31, 2021
Operating Expenses
Operating expenses for the three months ended December 31, 2022 were $5,061,951 compared to $737,611 for the three months ended December 31, 2021. The net increase of $4,324,340 in operating expenses consisted primarily of an increase in salaries and research and development.
Other Income/(Expenses)
Other income and (expenses) for the three months ended December 31, 2022 were $9,659,897 compared to $25,169,373 for the three months ended December 31, 2021. The decrease in other expenses of $15,509,476 was the result of a decrease in gain on change in derivative liability.
Net Income/(Loss)
For the three months ended December 31, 2022, our net income was $4,597,946, compared to net income of $24,431,762 for the three months ended December 31, 2021. The majority of the decrease in net income of $19,833,816, was related primarily to the decrease in net change of derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.
Results of Operations for the Six months ended December 31, 2022 compared to Six Months Ended December 31, 2021
Operating Expenses
Operating expenses for the six months ended December 31, 2022 were $5,700,654, compared to $1,337,377 for the six months ended December 31, 2021. The net increase of $4,363,277 in operating expenses consisted primarily of an increase in salaries and research and development.
Other Income/(Expenses)
Other income and (expenses) for the six months ended December 31, 2022 were $9,401,649, compared to $74,393,983 for the six months ended December 31, 2021. The decrease in other expenses of $64,992,334 was the result of a decrease in the fair value change in derivative liability.
Net Income/(Loss)
For the six months ended December 31, 2022, our net income was $3,700,995, compared to net income of $73,056,606 for the six months ended December 31, 2021. The majority of the decrease in net income of $69,355,611 was related primarily to the decrease in net change of derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. The Company has not generated any revenues.
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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 December 31, 2022, we had working capital of $29,475,135, compared to $24,865,577 as of June 30, 2022. This increase in working capital of $4, 609,558 was primarily due to an increase in cash.
Cash used in operating activities was $2,706,929 for the six months ended December 31, 2022, compared to $1,301,469 for the six months ended December 31, 2021. The increase in cash used in operating activities was due to an increase in salaries. The Company has had no revenues.
Cash used in investing activities during the six months ended December 31, 2022 and December 31, 2021 was $6,555,114 and $8,653,392, respectively. The decrease of $2,098,278 in investing activities was due to the redemption of the securities and the purchase of assets.
Cash provided by financing activities during the six months ended December 31, 2022 was $1,401,209, compared to cash used in financing activities of $(1,450,000) for the six months ended December 31, 2021. The increase in cash provided by financing activities was due to cash received for the purchase of common stock through a purchase agreement.
Our ability to continue as a going concern is dependent upon raising capital through financing transactions and future revenue. Our capital needs have primarily been met from the proceeds of private placements and registered offerings of our securities, as we have not generated any revenues to date.
We have historically obtained funding from investors, through private placements and registered offerings of equity and debt securities. Management believes that the Company will be able to continue to raise funds through the sale of its securities to its existing shareholders and prospective new investors, which will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the Company to continue to develop its core business. There can be no assurance that we will be able to continue raising the required capital for our operations on terms and conditions that are acceptable to us, or at all. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease our operation.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, result of operations, liquidity or capital expenditures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required for smaller reporting companies.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change to our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently a party to, nor is any of our property currently the subject of, any material legal proceeding.
Item 1A. Risk Factors.
There are no material changes from the risk factors previously disclosed in our annual report on Form 10-K filed with the SEC on October 7, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1* | Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302* | |
| 32.1** | Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350** | |
| 101* | Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q. | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
| * | Filed herewith |
| ** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| February 14, 2023 | SUNHYDROGEN, INC. | |
| By: | /s/ Timothy Young | |
|
Timothy Young Chief Executive Officer and (Principal Executive Officer, | ||
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