BLUE BIOFUELS, INC.
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 30, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-04.
0001493152-24-043492
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0001641172-25-007701
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 54 previous paragraphs and 50 current paragraphs.
26 unchanged; 22 reworded; 2 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
From January 1, 2025, through the date of filing, the Company issued an aggregate of 1,125,000 shares and warrants for the conversion of $50,000 in debt and $50,000 in cash.
Current report
From January 1, 2025, through the date of filing, 3,158,334 unvested options expired.
Removed paragraphs (6)
Previous report
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report
From January 1, 2024, through the date of filing, the Company issued an aggregate of 177,500 warrants for services valued at $11,844 and 150,000 warrants for interest with a fair value of $9,947.
Previous report
From January 1, 2024, through the date of filing, 3,397,981 warrants expired or were cancelled.
Previous report
For the nine months ended September 30, 2024, the Company’s general and administrative expenses decreased by $162,235 to $781,718 from $943,953 in 2023. This decrease is primarily the result of $53,262 in stock-based compensation expense in 2024 versus $169,382 in 2023, and advertising and promotion declining to $0 in 2024 from $46,579 in 2023.
Previous report
Research and development (R&D) costs for the nine months ended September 30, 2024 were $1,309,829, a decrease of $431,489 from $1,741,318 in 2023. The decrease in R&D expenses is primarily the result of a decrease in bonuses to $0 from $276,930 in 2023, and equity-based compensation of $390,739 from $467,646 in 2023.
Previous report
During the nine months ended September 30, 2024, the Company’s investing activities used $29,230 in cash, as compared to $307,782 in the first nine months of 2023. This can be primarily attributed to capitalizing $282,038 used to purchase machinery and equipment for a pilot plant in 2023, as compared to $0 in 2024.
Reworded paragraphs (22)
Previous wording
In early 2018, the Company’s chief executive officer (“CEO”) Ben Slager invented a new reactor technology with a higher yield and a continuous throughput in the Cellulose-to-Sugar process, or CTS, and the Company filed a process patent application for this technology. Mr. Slager has since further developed the system with the technical staff of the Company. The CTS patent was awarded in 2021 in the United States (U.S. Patent No. 10,994,255) and has subsequently been granted in Japan, Canada and El Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, the African Regional Intellectual Property Organization, and the Russian Federation. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received one additional patent in the United States (U.S. Patent No. 11,484,858B2), for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 3 other patents in the United States which are currently pending.
Current wording
In early 2018, the Company’s chief executive officer (“CEO”) Ben Slager invented a new reactor technology with a higher yield and a continuous throughput in the Cellulose-to-Sugar process, or CTS, and the Company filed a process patent application for this technology. Mr. Slager has since further developed the system with the technical staff of the Company. The CTS patent was awarded in 2021 in the United States (U.S. Patent No. 10,994,255) and has subsequently been granted in Japan, Australia, Russia, and El Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization, Brazil, China, and the African Regional Intellectual Property Organization. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received one additional patent in the United States (U.S. Patent No. 11,484,858B2), for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 3 other patents in the United States which are currently pending.
Previous wording
CTS is environmentally friendly in that it recycles the water and catalyst, and it has a low carbon footprint: the amount of added atmospheric carbon created by burning the biofuels produced by the CTS system was absorbed by the plant-based feedstock while growing and is merely released back into the atmosphere. No extra CO2 is released into the atmosphere when our biofuels are burned. This is to be distinguished from fossil fuels because new CO2 is released when fossil fuels are burned.
Current wording
CTS is environmentally friendly in that it has no toxic waste, and it has a low carbon footprint: the amount of added atmospheric carbon created by burning the biofuels produced by the CTS system was absorbed by the plant-based feedstock while growing and is merely released back into the atmosphere. No extra CO2 is released into the atmosphere when our biofuels are burned. This is to be distinguished from fossil fuels because new CO2 is released when fossil fuels are burned.
Previous wording
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 testing and optimizing the plant. In September 2024, the Company received a $1.15 million grant from the Department of Energy to complete the commercialization of its CTS process. The Company believes that it can optimize 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 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and optimized the core process. The Company is now upscaling, testing 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. 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
In addition, the Company has licensed the patented Vertimass Process that is a single-step process that converts 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 which is a patented one step process that converts 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.
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 then expand SAF 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. In any event, 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 5-10 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, 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.
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 1.38 billion gallons for 2025 (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 calls for 21.54 billion gallons of total renewable fuel, 15 billion from conventional biofuels (corn ethanol) and 6.54 billion from advanced biofuels, including cellulosic biofuels. 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 $3.17 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.69. To profit from these incentives, the Company plans to apply for these D3 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 1.38 billion gallons for 2025 (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). 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 $2.51 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.96. 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 $66 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 $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.
Previous wording
At commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable aviation fuel, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol producers. Cellulosic ethanol comes with a much more valuable D3 RIN credit as compared to the D6 RIN allocated to corn ethanol; cellulosic SAF comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN. The Company also expects to receive Clean Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon Fuel Standard Credits.
Current wording
At commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable aviation fuel, biogasoline, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol producers. Cellulosic ethanol comes with a much more valuable D3 RIN credit as compared to the D6 RIN allocated to corn ethanol; cellulosic SAF comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN. The Company also expects to receive Clean Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon Fuel Standard Credits.
Previous wording
From January 1, 2024, through the date of filing, the Company issued an aggregate of 114,545 shares of its common stock for services valued at $10,094.
Current wording
From January 1, 2025, through the date of filing, the Company issued an aggregate of 44,000 shares of its common stock for the cashless exercise of 100,000 options.
Previous wording
From January 1, 2024, through the date of filing, 4,025,000 previously issued options vested. During the nine months ended September 30, 2024, the Company recognized additional stock-based compensation of $45,527 in connection with modification of the exercise price of 7,475,000 vested options.
Current wording
From January 1, 2025, through the date of filing, 6,915,757 options vested. During the three months ended March 31, 2025, the Company recognized additional stock-based compensation of $88,165 in connection with the expensing of unvested options.
Previous 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, 2024, the Company had a working capital deficit of $1,743,047 and had incurred accumulated losses of $55,466,394 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 March 31, 2025, the Company had a working capital deficit of $2,289,706 and had incurred accumulated losses of $57,499,594 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 nine month period ended September 30, 2024 to September 30, 2023
Current wording
Comparison of the three month period ended March 31, 2025 to March 31, 2024
Previous wording
For the three and nine months ended September 30, 2024, the Company recognized $0 in revenue as opposed to $0 in 2023.
Current wording
For the three months ended March 31, 2025, the Company recognized $0 in revenue as opposed to $0 in 2024.
Previous wording
For the three months ended September 30, 2024, the Company’s general and administrative expenses increased by $17,821 to $236,981 from $219,160 in 2023. This increase is primarily the result of $42,552 in accounting expenses in 2024 versus $5,500 in 2023.
Current wording
For the three months ended March 31, 2025, the Company’s general and administrative expenses increased by $42,116 to $338,098 from $295,982 in 2024. This increase is primarily the result of $56,199 in consulting expenses in 2025 versus $20,847 in 2024.
Previous wording
Interest expense decreased in the quarter ended September 30, 2024 by $22,026 to $3,635 from $25,661 in 2023. Interest expense decreased in the nine-month period ended September 30, 2024 by $16,574 to $54,569 from $71,143.
Current wording
Interest expense decreased in the quarter ended March 31, 2025 by $43,255 to $0 from $43,255 in 2024.
Previous wording
Research and development (R&D) costs for the quarter ended September 30, 2024, were $410,805, an increase of $117,131 from $293,674 in 2023. The increase in R&D expenses is primarily the result of equity-based compensation of $127,446 in 2024 versus $0 in 2023.
Current wording
Research and development (R&D) costs for the quarter ended March 31, 2025, were $350,707 a decrease of $256,928 from $607,635 in 2024. The decrease in R&D expenses is primarily the result of equity-based compensation of $262,308 in 2024 versus $54,456 in 2025.
Previous wording
As of September 30, 2024, the Company had $149,366 in cash and cash equivalents, and total stockholders’ equity on September 30, 2024, was negative $2,511,937. As of December 31, 2023, the Company had $41,008 in cash and cash equivalents, and total stockholders’ deficit at December 31, 2023, was $3,561,082. Total debt, including convertible notes, accounts payable and other notes payable at September 30, 2024, together with interest payable thereon and legacy liabilities, was $4,001,000 a decrease of $590,301 from December 31, 2023, where it stood at $4,591,301. This decrease is primarily attributable to the cancellation of $2,417,502 in legacy debt related to the Company’s restructuring, offset by an increased in deferred compensation of $718,625.
Current wording
As of March 31, 2025, the Company had $7,583 in cash and cash equivalents, and total stockholders’ deficit on March 31, 2025, was $2,951,571. 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 March 31, 2025, together with interest payable thereon and legacy liabilities, was $4,434,194 an increase of $198,704 from December 31, 2024, where it stood at $4,235,490. This increase is primarily attributable to an increase in deferred wages of $124,861 and a net increase in debt of $50,000.
Previous wording
During the nine months ended September 30, 2024, the Company’s net cash used in operating activities decreased by $702,065 to $792,412 from $1,494,478 in the nine months ending September 30, 2023. This is primarily attributed to the extinguishment of debt of $2,417,502 in 2024 versus nil in 2023, offset by an increase in deferred wages to $718,625 from $366,988 in 2023.
Current wording
During the three months ended March 31, 2025, the Company’s net cash provided by operating activities was $13,416 compared to net cash used in operating activities of $255,864 in the three months ending March 31, 2024. This is primarily attributed to lower net loss and a smaller change in deferred wages from $325,700 to $124,861 in 2025.
Previous wording
During the nine months ended September 30, 2024, the Company generated an aggregate of $930,000 through its financing activities versus $1,675,022 in the nine months ended September 30, 2023, which is a decrease of $745,022. This decrease from the prior year can primarily be attributed to net proceeds of $1,002,772 for the issuance of common stock in 2023 and $97,250 from the exercise of warrants and options, versus $0 for both in 2024.
Current wording
During the three months ended March 31, 2025, the Company generated an aggregate of $100,000 through its financing activities versus $260,000 in the three months ended March 31, 2024, which is a decrease of $160,000. This decrease from the prior year can primarily be attributed to net proceeds of $100,000 for the issuance of notes payable in 2025 versus $260,000 in 2024.
Previous wording
As of the date of this filing, in 2024 the Company has raised $930,000 through the issuance of convertible notes and $0 through the issuance of shares and the exercise of warrants. The Company previously raised $16,963,625 in shares and $1,970,916 through converted notes and $700,000 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 $175,000 through the issuance of notes and $50,000 through the issuance of shares. 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.
Previous wording
As of September 30, 2024, shareholders’ deficit was $2,511,937.
Current wording
As of March 31, 2025, shareholders’ deficit was $2,951,571.
Previous wording
There were 305,678,008 shares of common stock issued and outstanding as of September 30, 2024.
Current wording
There were 308,629,508 shares of common stock issued and outstanding as of March 31, 2025.