BLUE BIOFUELS, INC.

Previous wording

In 2022, the Company partnered with K.R. Komarek to build its CTS machines going forward. Komarek is an industry leading manufacturing company that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour.

Current wording

In 2022, the Company partnered with K.R. Komarek to build its CTS machines going forward. Komarek is an industry leading manufacturing company that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour. In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and optimized the core process.

Previous wording

In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and optimized the core process. In 2024 and 2025, the Company has upscaled, tested and optimized the pre and post processing elements at this pilot scale plant and is finalizing design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems. This process is partially funded by the $1.15 million SBIR Phase 2 Department of Energy grant, which followed up from the SBIR Phase 1 DOE grant that helped fund the finalizing of the proof of concept.

Current wording

In 2024 and 2025, the Company has upscaled, tested and optimized the pre and post processing elements at this pilot scale plant and is finalizing design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems. This process is partially funded by the $1.15 million SBIR Phase 2 Department of Energy grant, which followed up from the SBIR Phase 1 DOE grant that helped fund the finalizing of the proof of concept.

Previous wording

The Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency (EPA), mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers (RINs) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. The EPA’s final D3 RIN volume mandates for cellulosic biofuel include 840 million gallons for 2023, 1.09 billion gallons for 2024, and 1.19 billion gallons for 2025, with proposals for 1.30 billion gallons for 2026, and 1.36 billion gallons for 2027 (the D3 mandate). This mandate has increased every year and is statutorily mandated to increase in the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger and larger quantities. The RFS mandate for 2024 called for 21.54 billion gallons of total renewable fuel, whereas for 2025 it’s 22.33 billion gallons with 7.33 billion gallons from advanced biofuels, including cellulosic biofuels, leaving 15 billion gallons for conventional biofuels (corn ethanol). For 2026 and 2027, the proposals for total renewable fuel is 24.02 and 24.46 billion gallons respectively. The “blend wall” (or upper limit to the amount of ethanol that can be blended into U.S. gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits the total amount of ethanol consumed in the United States. Recent proposals have make 15% blending available year around in some states. The value of the D3 RIN fluctuates, but as of this filing, it is approximately $2.18 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $1.20. To profit from these incentives, the Company plans to apply for these RIN credits as it brings its first plant into commercial operation.

Current wording

The Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency (EPA), mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers (RINs) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. The EPA’s final D3 RIN volume mandates for cellulosic biofuel include 840 million gallons for 2023, 1.09 billion gallons for 2024, and 1.19 billion gallons for 2025, with proposals for 1.30 billion gallons for 2026, and 1.36 billion gallons for 2027 (the D3 mandate). This mandate has increased every year and is statutorily mandated to increase in the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger and larger quantities. The RFS mandate for 2024 called for 21.54 billion gallons of total renewable fuel, whereas for 2025 it’s 22.33 billion gallons with 7.33 billion gallons from advanced biofuels, including cellulosic biofuels, leaving 15 billion gallons for conventional biofuels (corn ethanol). For 2026 and 2027, the proposals for total renewable fuel is 24.02 and 24.46 billion gallons respectively. The “blend wall” (or upper limit to the amount of ethanol that can be blended into U.S. gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits the total amount of ethanol consumed in the United States. Recent proposals have make 15% blending available year around in some states. The value of the D3 RIN fluctuates, but as of this filing, it is approximately $2.34 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $1.02. To profit from these incentives, the Company plans to apply for these RIN credits as it brings its first plant into commercial operation.

Previous wording

A Low Carbon Fuel Standard Credit (LCFS) is offered by various states (primarily California) for any amount of reduced CO2 in the production lifecycle of transportation fuels as compared to the amount of CO2 emitted in the production lifecycle of fossil fuels. The production lifecycle includes transportation costs to the point of use. California is currently offering around $43 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

Current wording

A Low Carbon Fuel Standard Credit (LCFS) is offered by various states (primarily California) for any amount of reduced CO2 in the production lifecycle of transportation fuels as compared to the amount of CO2 emitted in the production lifecycle of fossil fuels. The production lifecycle includes transportation costs to the point of use. California is currently offering around $54 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

Previous wording

From January 1, 2025, through the date of filing, the Company issued an aggregate of 150,687 shares of its common stock for the cashless exercise of 300,000 options.

Current wording

From January 1, 2025, through the date of filing, the Company issued an aggregate of 384,408 shares of its common stock for the cashless exercise of 650,000 options.

Previous wording

From January 1, 2025, through the date of filing, the Company issued an aggregate of 4,000,000 shares and warrants for the conversion of $50,000 in debt and for $331,250 in cash.

Current wording

From January 1, 2025, through the date of filing, the Company issued an aggregate of 625,000 shares and warrants for the conversion of $50,000 in debt.

Previous wording

From January 1, 2025, through the date of filing, 8,915,757 options vested. During the six months ended June 30, 2025, the Company recognized additional stock-based compensation of $439,487 in connection with the expensing of unvested options.

Current wording

From January 1, 2025, through the date of filing, 8,915,757 options vested. During the nine months ending September 30, 2025, the Company recognized additional stock-based compensation of $698,049 in connection with the expensing of unvested options.

Previous wording

From January 1, 2025, through the date of filing, 3,158,334 unvested options expired.

Current wording

From January 1, 2025, through the date of filing, 3,158,334 unvested options expired and 500,000 warrants expired.

Previous wording

The Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital. As of June 30, 2025, the Company had a working capital deficit of $2,430,872 and had incurred accumulated losses of $58,420,346 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. As a result, there is substantial doubt about the Company’s ability to continue as a going concern based upon recurring operating losses and its need to obtain additional financing to sustain operations. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses.

Current wording

The Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital. As of September 30, 2025, the Company had a working capital deficit of $2,286,837 and had incurred accumulated losses of $58,842,893 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. As a result, there is substantial doubt about the Company’s ability to continue as a going concern based upon recurring operating losses and its need to obtain additional financing to sustain operations. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses.

Previous wording

Comparison of the three and six month periods ended June 30, 2025 to June 30, 2024

Current wording

Comparison of the three and nine month periods ended September 30, 2025 to September 30, 2024

Previous wording

For the three and six months ended June 30, 2025, the Company recognized $0 in revenue, and also $0 in 2024.

Current wording

For the three and nine months ended September 30, 2025, the Company recognized $0 in revenue, and also $0 in 2024.

Previous wording

For the three months ended June 30, 2025, the Company’s general and administrative expenses increased by $181,379 to $431,134 from $249,755 in 2024. This increase is primarily the result of $204,425 in equity based compensation versus $28,782 in 2024.

Current wording

For the three months ended September 30, 2025, the Company’s general and administrative expenses increased by $113,596 to $350,577 from $236,981 in 2024. This increase is primarily the result of $108,517 in consulting fees versus $27,089 in 2024.

Previous wording

For the six months ended June 30, 2025, the Company’s general and administrative expenses increased by $223,496 to $769,232 from $545,736 in 2024.This increase is primarily due to equity based compensation of $238,135 versus $45,721 in 2024.

Current wording

For the nine months ended September 30, 2025, the Company’s general and administrative expenses increased by $338,091 to $1,119,809 from $781,718 in 2024. This increase is primarily due to equity based compensation of $293,955 versus $53,262 in 2024.

Previous wording

Interest expense increased in the quarter ended June 30, 2025 by $10,470 to $18,149 from $7,679 in 2024. Interest expense decreased in the six-month period ended June 30, 2025 by $32,787 to $18,147 from $50,934 in 2024.

Current wording

Interest expense increased in the quarter ended September 30, 2025 by $2,688 to $6,323 from $3,635 in 2024. Interest expense decreased in the nine-month period ended September 30, 2025 by $30,099 to $24,470 from $54,569 in 2024.

Previous wording

Research and development (R&D) costs for the quarter ended June 30, 2025, were $471,470 an increase of $180,081 from $291,389 in 2024. The increase in R&D expenses is primarily the result of equity-based compensation of $146,898 in 2025 versus $985 in 2024.

Current wording

Research and development (R&D) costs for the quarter ended September 30, 2025, were $485,677 an increase of $74,872 from $410,805 in 2024. The increase in R&D expenses is primarily the result of equity-based compensation of $202,742 in 2025 versus $127,446 in 2024.

Previous wording

Research and development (R&D) costs for the six months ended June 30, 2025, were $822,176 a decrease of $76,849 from $899,025 in 2024. The decrease in R&D expenses is primarily the result of equity-based compensation of $263,893 in 2024 versus $201,353 in 2025 plus $86,025 in consulting fees in 2024 versus $9,835 in 2025.

Current wording

Research and development (R&D) costs for the nine months ended September 30, 2025, were $1,307,853 a decrease of $1,976 from $1,309,829 in 2024.

Previous wording

As of June 30, 2025, the Company had $8,026 in cash and cash equivalents, and total stockholders’ deficit on June 30, 2025, was $3,172,069. As of December 31, 2024, the Company had $48,797 in cash and cash equivalents, and total stockholders’ deficit at December 31, 2024, was $2,845,903. Total debt, including convertible notes, accounts payable and other notes payable at June 30, 2025, together with interest payable thereon and legacy liabilities, was $4,620,330 an increase of $384,840 from December 31, 2024, where it stood at $4,235,490. This increase is primarily attributable to an increase in deferred wages of $251,560 and a net increase in debt of $135,000.

Current wording

As of September 30, 2025, the Company had $95,194 in cash and cash equivalents, and total stockholders’ deficit on September 30, 2025, was $3,057,336. As of December 31, 2024, the Company had $48,797 in cash and cash equivalents, and total stockholders’ deficit at December 31, 2024, was $2,845,903. Total debt, including convertible notes, accounts payable and other notes payable at September 30, 2025, together with interest payable thereon and legacy liabilities, was $4,543,537 an increase of $308,047 from December 31, 2024, where it stood at $4,235,490. This increase is primarily attributable to an increase in deferred wages of $282,090.

Previous wording

During the six months ended June 30, 2025, the Company’s net cash used in operating activities was $298,723 compared to net cash used in operating activities of $543,377 in the six months ending June 30, 2024. This is primarily attributed to the use of grant funds in 2025 which led to a lower net loss.

Current wording

During the nine months ended September 30, 2025, the Company’s net cash used in operating activities was $452,692 compared to net cash used in operating activities of $791,412 in the nine months ending September 30, 2024. This is attributed to the gain on debt extinguished in 2024 and the receipt of grant funds in 2025 which led to a lower net cash used in 2025.

Previous wording

During the six months ended June 30, 2025, the Company generated an aggregate of $451,250 through its financing activities versus $930,000 in the six months ended June 30, 2024, which is a decrease of $478,750. This decrease from the prior year can primarily be attributed to net proceeds of $185,000 for the issuance of notes payable in 2025 versus $930,000 in 2024.

Current wording

During the nine months ended September 30, 2025, the Company generated an aggregate of $626,250 through its financing activities versus $930,000 in the nine months ended September 30, 2024, which is a decrease of $303,750. This decrease from the prior year can primarily be attributed to net proceeds of $185,000 for the issuance of notes payable in 2025 versus $930,000 in 2024.

Previous wording

At this time, the Company has limited liquidity and capital resources. To continue funding its operations, the Company will need to generate revenue or obtain additional financing for current and future operations. The Company anticipates needing additional funds for G&A expenses and will seek project financing for a commercial ethanol to SAF facility in addition to funds needed to complete the commercialization of its CTS system. There is no guarantee that the Company will achieve all of the additional funding that is needed.

Current wording

At this time, the Company has limited liquidity and capital resources. To continue funding its operations, the Company will need to generate revenue or obtain additional financing for current and future operations. The Company anticipates needing additional funds for G&A expenses and will seek project financing for a commercial ethanol to SAF facility as well as a commercial cellulose-to-ethanol facility using its CTS system. There is no guarantee that the Company will achieve all of the additional funding that is needed.

Previous wording

As of the date of this filing, in 2025 the Company has raised $185,000 through the issuance of notes and $331,250 through the issuance of common stock and warrants. The Company previously raised $17,160,625 in shares and $2,245,916 through converted notes and $1,430,000 in debt or convertible notes since inception. However, there is no guarantee that the Company will be able to raise any additional capital on terms acceptable to the Company.

Current wording

As of the date of this filing, in 2025 the Company has raised $185,000 through the issuance of notes and $435,000 through the issuance of common stock and warrants and $6,250 from the exercise of warrants. Prior to 2025, the Company raised $17,160,625 in shares and $2,245,916 through converted notes and $1,430,000 in debt or convertible notes since inception. However, there is no guarantee that the Company will be able to raise any additional capital on terms acceptable to the Company.

Previous wording

As of June 30, 2025, shareholders’ deficit was $3,172,069.

Current wording

As of September 30, 2025, shareholders’ deficit was $3,057,336.

Previous wording

There were 311,877,170 shares of common stock issued and outstanding as of June 30, 2025.

Current wording

There were 314,723,332 shares of common stock issued and outstanding as of September 30, 2025.