BLUE BIOFUELS, INC.

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, 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.

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 two additional patents in the United States, for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 6 other patents in the United States which are currently pending.

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. 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.

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. 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

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.

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 and other renewable fuels production to approximately 40 million gallon per year. VertiBlue Fuels plans to initially convert first-generation 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. Parallel to that, the Company will plan, design, and build a demonstration plant on the same location for the production of cellulosic ethanol from king grass with a capacity of around 5 million gallons per year. The Company is already in preparation and planting king grass close by for this purpose. As soon as we are able to produce cellulosic ethanol, it will be the feedstock for the SAF facility. 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 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.

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 $2.18 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.

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. 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 $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.

Previous 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.

Current wording

At commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable aviation fuel, bio-gasoline, 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, 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.

Current 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.

Previous wording

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 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous wording

Comparison of the three month period ended March 31, 2025 to March 31, 2024

Current wording

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

Previous wording

For the three months ended March 31, 2025, the Company recognized $0 in revenue as opposed to $0 in 2024.

Current wording

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

Previous 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.

Current 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.

Previous wording

Interest expense decreased in the quarter ended March 31, 2025 by $43,255 to $0 from $43,255 in 2024.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous wording

As of March 31, 2025, shareholders’ deficit was $2,951,571.

Current wording

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

Previous wording

There were 308,629,508 shares of common stock issued and outstanding as of March 31, 2025.

Current wording

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