BLUE BIOFUELS, INC.

Previous wording

This annual report contains forward-looking statements and information relating to the Company that are based on the beliefs of its management as well as assumptions made by, and information currently available to, its management. When used in this report, the words “believe,” “anticipate,” “expect,” “estimate,” “intend”, “plan” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that the Company desires to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks”; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this registration statement, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis and Plan of Operation — Risk Factors” identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the foregoing cautionary statement.

Current wording

This annual report contains forward-looking statements and information relating to the Company that are based on the beliefs of its management as well as assumptions made by, and information currently available to, its management. When used in this report, the words “believe,” “anticipate,” “expect,” “estimate,” “intend”, “plan” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that the Company desires to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks”; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this 10-K, identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the foregoing cautionary statement.

Previous wording

In early 2018, our chief executive officer (“CEO”) Ben Slager invented a new technology system referred to as Cellulose-to-Sugar or CTS, and the Company filed, and received, two patents for this technology. The CTS process is a continuous mechanical/chemical dry process for converting cellulose material into sugar and lignin.

Current wording

In early 2018, our chief executive officer (“CEO”) Ben Slager invented a new technology system referred to as Cellulose-to-Sugar or CTS, and, to date, the Company filed, and received, three patents for this technology. The CTS process is a continuous mechanical/chemical process for converting cellulose material into sugar and lignin. Three additional patent applications have been filed and are pending.

Previous wording

The CTS system converts plant-based feedstock into one primary product, soluble sugars, which can be further processed into cellulosic ethanol and other biofuels like jet fuel, and potentially into bio chemicals.

Current wording

The CTS system converts plant-based feedstock into one primary product, soluble sugars, which can be further processed into cellulosic ethanol and other biofuels like jet fuel, bio-gasoline, and potentially into bio chemicals.

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. In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and is in the process of further upscaling and optimizing the pre and post processing elements at this pilot scale plant to finalize 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.

Current wording

In 2025, the Company finalized the upscaling, testing, and optimizing of the pilot plant and is in the process of finalizing design and operational parameters for cost estimates of a full-scale commercial volume system.

Previous wording

In addition, the Company has licensed the Vertimass Process to convert ethanol into sustainable aviation fuel (SAF) and other renewable biofuels including bio-gasoline. The license agreement with Vertimass is the subject to a confidentiality agreement between the parties.

Current wording

In addition, the Company has licensed the Vertimass Process to convert ethanol into sustainable aviation fuel (SAF) and other renewable biofuels including bio-gasoline.

Previous wording

In January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to build an ethanol-to-SAF facility in Florida with the initial goal to produce around 10 million gallons of Sustainable Aviation Fuel (SAF) and related products, and then expand SAF and related product production to approximately 70 million gallon per year. VertiBlue Fuels plans to initially convert sugarcane ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits. Commencing commercial production will require project financing.

Current wording

In January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to build an ethanol-to-SAF facility in Florida with the initial goal to produce around 10-25 million gallons of Sustainable Aviation Fuel (SAF), and then expand SAF production to approximately 70 million gallon per year. VertiBlue Fuels plans to initially convert sugarcane ethanol, and then, as soon as the Company’s first CTS technology factory is finalized, switch to cellulosic ethanol. The plan is to build commercial CTS and ethanol facilities on the front-end of ethanol-to-SAF facilities to produce cellulosic SAF and generate the large D7 RIN and other government credits. Commencing commercial production will require project financing.

Previous wording

Section 45Z of the Inflation Reduction Act passed on August 16, 2022, offers a Clean Fuel Production Credit (CFPC) per gallon of transportation fuel produced with a base amount of 20 cents per gallon or up to $1 per gallon for a qualified facility (depending on its carbon index) that was built while paying at least prevailing wages and which met apprenticeship requirements. For sustainable aviation fuel, those figures are 35 cents and $1.75 per gallon respectively. The Company plans to apply for CFPC credits when it begins building its commercial facilities. The CFPC currently does not apply to transportation fuel sold after December 31, 2027.

Current wording

Section 45Z of the Inflation Reduction Act passed on August 16, 2022, offers a Clean Fuel Production Credit (CFPC) per gallon of transportation fuel produced with a base amount of 20 cents per gallon or up to $1 per gallon for a qualified facility (depending on its carbon index) that was built while paying at least prevailing wages and which met apprenticeship requirements. For sustainable aviation fuel, those figures are 35 cents and $1.00 per gallon respectively. The Company plans to apply for CFPC credits when it begins building its commercial facilities. The CFPC currently does not apply to transportation fuel sold after December 31, 2029.

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 $57 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 $71 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyse the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

Previous wording

The Company believes that its management and consultants have significant experience in the development of technologies from concept to commercialization. As of this date, the Company has generated $194,319 in revenue, however it has not generated any revenues from its core business.

Current wording

The Company believes that its management and consultants have significant experience in the development of technologies from concept to commercialization. As of this date, the Company has generated $194,319 in revenue not including government grants, however it has not generated any revenues from its core business.

Previous wording

For the year ended December 31, 2024, the Company has a net loss of $1,418,981, as compared to a net loss of $3,055,194 in 2023. This was primarily attributed to a gain on extinguishment of debt of $2,417,502.

Current wording

For the year ended December 31, 2025, the Company has a net loss of $2,874,601 as compared to a net loss of $1,418,981 in 2024. This was primarily attributed to a gain on extinguishment of debt of $2,417,502 in 2024.

Previous wording

For the year ended December 31, 2024, the Company’s general and administrative expenses increased by $386,317 to $1,726,106 from $1,339,789 in 2023. This increase is primarily due to higher stock-based compensation recognized in 2024 which was $535,395 compared to $169,382 in 2023.

Current wording

For the year ended December 31, 2025, the Company’s general and administrative expenses decreased by $316,313 to $1,409,793 from $1,726,106 in 2024. This decrease is primarily due to higher professional fees and stock-based compensation in 2024.

Previous wording

During the fiscal year ended December 31, 2024, the Company’s operating expenses increased $865,964 to $4,056,879 from $3,190,915 in 2023. This increase can primarily be attributed to stock-based compensation of $1,674,710 in 2024 due to the vesting and expensing of options versus $728,911 in 2023.

Current wording

During the fiscal year ended December 31, 2025, the Company’s operating expenses decreased $341,746 to $3,715,133 from $4,056,879 in 2024. This decrease can primarily be attributed to stock-based compensation of $1,674,710 in 2024 due to the vesting and expensing of options versus $956,611 in 2025.

Previous wording

Interest expense decreased in the year ended December 31, 2024 by $33,175 to $64,604 from $97,779 in 2023.

Current wording

Interest expense- related party decreased in the year ended December 31, 2025 by $30,270 from $54,747 in 2024 to $24,477 in 2025.

Previous wording

For the year ended December 31, 2024, the Company was awarded a grant valued at $1,150,000 , of which $285,000 was recognized as grant income in 2024,versus $233,500 in 2023. The grant money in 2024 comes from the Department of Energy SBIR Phase II grant, and in 2023 comes from the Department of Energy SBIR Phase I grant.

Current wording

For the year ended December 31, 2024, the Company was awarded a grant valued at $1,150,000, of which $865,000 was recognized as grant income in 2025 versus $285,000 in 2024. The grant money in both years comes from the Department of Energy SBIR Phase II grant.

Previous wording

The Company expenses all research and development costs as incurred. For the years ended December 31, 2024, and 2023, the amounts charged to research and development expenses were $2,329,413 and $1,849,967, respectively. The increase is largely due to the vesting and expensing of options in 2024 valued at $1,114,160, versus $467,646 in 2023.

Current wording

The Company expenses all research and development costs as incurred. For the years ended December 31, 2025, and 2024, the amounts charged to research and development expenses were $2,305,340 and $2,329,413, respectively. The decrease is largely due to the vesting and expensing of options in 2025 valued at $606,837, versus $1,114,160 in 2024 offset by bonuses of $514,265 in 2025 versus $4,500 in 2024.

Previous wording

As of December 31, 2024, the Company had $48,797 in cash and stockholders’ deficit of $2,845,903.As of December 31, 2023, the Company had $41,008 in cash and stockholders’ deficit of $3,561,082. At December 31, 2024, total current liabilities is $2,212,115 compared to $1,503,169 at December 31, 2023. This increase is primarily attributable to deferred wages of management and directors fees. Long-term liabilities at December 31, 2024 total $2,023,375 as compared to $3,088,132 in 2023. The decrease is attributable to the discharging of notes payable with balances of $2,417,502 as of September 18, 2024 in accordance with the Company’s 2019 bankruptcy, offset by additional borrowings of $930,000.

Current wording

As of December 31, 2025, the Company had $65,200 in cash and stockholders’ deficit of $3,706,083 versus $48,797 and $2,845,903 in 2024. Total current liabilities is $2,984,402 compared to $2,212,115 at December 31, 2024. This increase is primarily attributable to deferred wages and bonuses of management and deferred directors fees. Long-term liabilities at December 31, 2025 total $2,129,060 as compared to $2,023,375 in 2024. The increase is attributable to $185,000 additional notes payable to related parties.

Previous wording

During the fiscal year ended December 31, 2024, the Company’s investing activities used $115,791 in cash versus $320,505 in 2023. This decrease can be attributed to $287,828 used to purchase machinery and equipment and $32,677 in patent costs in 2023 versus $71,138 and $44,653 respectively in 2024.

Current wording

During the fiscal year ended December 31, 2025, the Company’s investing activities used $137,345 in cash versus $115,791 in 2024. This increase can be attributed to $50,000 deposit on land and $68,898 used to purchase machinery and equipment in 2025 versus $71,138 in 2024, as well as $18,447 spent on patents in 2025 versus $44,653 in 2024.

Previous wording

During the fiscal year ended December 31, 2024, the Company generated an aggregate of $1,127,000 through its financing activities which is a decrease of $623,024 from fiscal year 2023 where it was $1,750,024. This decrease from the prior year can be attributed to $197,000 net proceeds raised in private placements as compared to $1,002,773 in 2023, offset by the issuance of $930,000 in convertible notes in 2024 versus $700,000 in 2023. There was also $97,251 received from the exercise of options and warrants in 2023 as compared to $0 in 2024, and a $50,000 debt repayment in 2023 versus $0 in 2024.

Current wording

During the fiscal year ended December 31, 2025, the Company generated an aggregate of $998,750 through its financing activities versus $1,127,000 in fiscal year 2024, which is a decrease of $128,250. This decrease from the prior year can be attributed to $185,000 net proceeds raised in convertible notes versus $930,000 offset by $745,000 raised in private placements as compared to $197,000 in 2024. There was also $68,750 received from the exercise of options and warrants in 2025 as compared to $0 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 between $15 million and $100 million to pay for its share of the VertiBlue Fuels joint venture and start commercial production of Sustainable Aviation Fuel. The Company anticipates generating revenue from this joint venture 18-24 months from financing. There is no guarantee that we 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 around $90 million to pay for its share of the VertiBlue Fuels joint venture and start commercial production of Sustainable Aviation Fuel. The Company anticipates raising the majority of this through project financing, and generating revenue from this joint venture 18-24 months from financing. There is no guarantee that we will achieve all of the additional funding that is needed.

Previous wording

As of the date of filing, the Company has raised $930,000 through the issuance of convertible notes in 2024, and $197,000 from the issuance of common stock. The Company also was awarded a grant for $1,150,000 from the Department of Energy, $285,000 of which was received in 2024. The Company raised $1,800,024 through a private placement, the exercise of warrants and options and the issuance of convertible notes in 2023, in addition to $16,115,852 raised through the end of 2022 through its private placement offerings, and in addition to capital raised through debt or convertible notes. 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 filing, the Company has raised $185,000 through the issuance of convertible notes in 2025, $68,750 from the exercise of warrants, and $745,000 from the issuance of common stock, in addition to $272,000 raised in 2026 thus far. The Company also was awarded a grant for $1,150,000 from the Department of Energy, $865,000 of which was received in 2025 and $285,000 of which was received in 2024. The Company raised $1,127,000 through a private placement and the issuance of convertible notes in 2024, in addition to $16,963,625 raised through the end of 2023 through its private placement offerings, and in addition to $2,245,916 in capital raised through notes that have been converted, in addition to other notes currently on the books. However, there is no guarantee that the Company will be able to raise any additional capital on terms acceptable to the Company.

Previous wording

The Company has incurred losses since inception, and it may be unable to raise further capital. At December 31, 2024, the Company had a working capital deficit of $2,130,829 and had incurred accumulated losses of $57,255,761 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. As disclosed in Note 2 to the financial statements, there is substantial doubt as to 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, and it may be unable to raise further capital. At December 31, 2025, the Company had a working capital deficit of $2,907,651 and had incurred accumulated losses of $60,130,362 since its inception. The Company expects to incur significant additional losses in connection with its start-up and commercialization activities. As disclosed in Note 2 to the financial statements, there is substantial doubt as to 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

As of December 31, 2024, shareholders’ equity was negative $2,845,903.

Current wording

As of December 31, 2025, shareholders’ equity was negative $3,706,083.

Previous wording

There were 307,960,508 shares of common stock issued and outstanding as of December 31, 2024.

Current wording

There were 317,872,112 shares of common stock issued and outstanding as of December 31, 2025.