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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Quarter ended March 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 000-54942
BLUE
BIOFUELS, INC.
(Exact
name of small Business Issuer as specified in its charter)
| Nevada |
|
45-4944960 |
| (State
or other jurisdiction |
|
(IRS
Employer |
| of
incorporation or organization) |
|
Identification
No.) |
| 3710
Buckeye Street, Suite 120 |
|
|
| Palm
Beach Gardens, FL |
|
33410 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (888) 607-3555
n/a
Former
name or former address if changed since last report
Securities
registered pursuant to Section 12(b) of the Act: None.
Securities
registered pursuant to Section 12(g) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock par value $0.001 |
|
BIOF |
|
OTCQB
|
Check
whether the issuer (1) filed all reports required to be filed 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. Yes ☒ No ☐
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
| Large
Accelerated Filer ☐ |
Accelerated
Filer ☐ |
Non-Accelerated
Filer ☒ |
Emerging
Growth Company ☐ |
| |
|
Smaller
reporting 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 accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
State
the number of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on the latest practicable
date (April 22, 2026): 320,948,112.
TABLE
OF CONTENTS
| |
|
Page |
| |
PART I—FINANCIAL INFORMATION |
3 |
| |
|
|
| ITEM
1. |
Condensed Financial Statements (unaudited) |
4 |
| ITEM
2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
16 |
| ITEM
3. |
Quantitative and Qualitative Disclosures About Market Risk |
19 |
| ITEM
4. |
Controls and Procedures |
19 |
| |
|
|
| |
PART II—OTHER INFORMATION |
20 |
| |
|
|
| ITEM
1. |
Legal Proceedings |
20 |
| ITEM
1A. |
Risk Factors |
20 |
| ITEM
2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
20 |
| ITEM
3. |
Defaults Upon Senior Securities |
21 |
| ITEM
4. |
Mine Safety Disclosures |
21 |
| ITEM
5. |
Other Information |
21 |
| ITEM
6. |
Exhibits |
21 |
| |
Signatures |
22 |
PART
I – FINANCIAL INFORMATION
TABLE
OF CONTENTS
| Index
to Financial Statements |
|
Page |
| Condensed Balance Sheets as of March 31, 2026, and December 31, 2025 (unaudited) |
|
4 |
| |
|
|
| Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited) |
|
5 |
| |
|
|
| Condensed Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 (unaudited) |
|
6 |
| |
|
|
| Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited) |
|
7 |
| |
|
|
| Notes to Condensed Financial Statements (unaudited) |
|
8 |
Blue
Biofuels, Inc.
Financial
Statements
UNAUDITED
FINANCIAL STATEMENTS
OF
BLUE
BIOFUELS, INC.
Blue
Biofuels, Inc.
CONDENSED
BALANCE SHEETS
(unaudited)
| | |
March
31, 2026 | | |
December
31, 2025 | |
| ASSETS | |
| | | |
| | |
| Current
Assets | |
| | | |
| | |
| Cash
and Cash Equivalents | |
$ | 8,665 | | |
$ | 65,200 | |
| Prepaid
Expenses | |
| 11,551 | | |
| 11,551 | |
| TOTAL
CURRENT ASSETS | |
| 20,216 | | |
| 76,751 | |
| Other
Assets | |
| | | |
| | |
| Property
and Equipment, net of accumulated depreciation and amortization of $512,877 and $482,578 at March 31, 2026 and December 31, 2025,
respectively | |
| 524,810 | | |
| 555,109 | |
| Deposits | |
| 90,276 | | |
| 80,276 | |
| Right
of Use Assets, net of accumulated amortization | |
| 345,587 | | |
| 365,414 | |
| Patents
and Trademarks, net of accumulated amortization | |
| 328,751 | | |
| 329,829 | |
| TOTAL
OTHER ASSETS | |
| 1,289,424 | | |
| 1,330,628 | |
| TOTAL
ASSETS | |
$ | 1,309,640 | | |
$ | 1,407,379 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Current
liabilities | |
| | | |
| | |
| Accounts
Payable | |
$ | 154,835 | | |
$ | 154,897 | |
| Accounts
Payable - Related Party | |
| 48,570 | | |
| 48,570 | |
| Accounts
Payable | |
| 48,570 | | |
| 48,570 | |
| Deferred
Wages and Directors’ Fees - Related party | |
| 2,681,060 | | |
| 2,525,135 | |
| Right
of Use Lease Liability - Current | |
| 82,166 | | |
| 79,316 | |
| Interest
Payable - Related Party | |
| 152,484 | | |
| 176,484 | |
| TOTAL
CURRENT LIABILITIES | |
| 3,119,115 | | |
| 2,984,402 | |
| Long
term liabilities | |
| | | |
| | |
| Right
of Use Lease Liability, Long Term | |
| 271,621 | | |
| 293,430 | |
| Notes
Payable — Related Party | |
| 1,345,000 | | |
| 1,325,000 | |
| Convertible
Notes Payable — Related Party | |
| 190,000 | | |
| 190,000 | |
| Legacy
Notes Payable | |
| 320,630 | | |
| 320,630 | |
| TOTAL
LONG TERM LIABILITIES | |
| 2,127,251 | | |
| 2,129,060 | |
| TOTAL
LIABILITIES | |
| 5,246,366 | | |
| 5,113,462 | |
| | |
| | | |
| | |
| COMMITMENTS
AND CONTINGENCIES (NOTES 8 AND 9) | |
| | | |
| - | |
| | |
| | | |
| | |
| STOCKHOLDERS’
DEFICIT | |
| | | |
| | |
| Preferred
stock; $0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding | |
| - | | |
| - | |
| Common
stock; $0.001 par value; 1,000,000,000 shares authorized; 320,948,112 and 317,872,112 issued and outstanding at March 31, 2026 and
December 31, 2025, respectively. | |
| 320,948 | | |
| 317,872 | |
| Additional
paid-in capital | |
| 56,536,489 | | |
| 56,106,407 | |
| Accumulated
deficit | |
| (60,794,163 | ) | |
| (60,130,362 | ) |
| TOTAL
STOCKHOLDERS’ DEFICIT | |
$ | (3,936,726 | ) | |
$ | (3,706,083 | ) |
| | |
| | | |
| | |
| TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 1,309,640 | | |
$ | 1,407,379 | |
The
accompanying notes to the Condensed Financial Statements are an integral part of these statements.
Blue
Biofuels, Inc
CONDENSED
STATEMENTS OF OPERATIONS
(unaudited)
| | |
2026 | | |
2025 | |
| | |
Three
Months Ended | |
| | |
March
31 | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | - | | |
$ | - | |
| Operating
expense: | |
| | | |
| | |
| General
and administrative | |
| 274,585 | | |
| 338,098 | |
| Research
and development | |
| 384,913 | | |
| 350,707 | |
| Total
operating expenses | |
| 659,498 | | |
| 688,805 | |
| | |
| | | |
| | |
| Loss
from operations: | |
| (659,498 | ) | |
| (688,805 | ) |
| | |
| | | |
| | |
| Other
(income) expense: | |
| | | |
| | |
| Government
grant income | |
| - | | |
| (444,970 | ) |
| Interest
expense - related party | |
| 4,303 | | |
| - | |
| Other
(income) expense | |
| - | | |
| (2 | ) |
| Total
other (income) expense | |
| 4,303 | | |
| (444,972 | ) |
| | |
| | | |
| | |
| Income
(Loss) before provisions for income taxes | |
$ | (663,801 | ) | |
$ | (243,833 | ) |
| Provisions
for income taxes | |
| - | | |
| - | |
| Net
Income (Loss) | |
$ | (663,801 | ) | |
$ | (243,833 | ) |
| | |
| | | |
| | |
| Net
income (loss) per share - basic and diluted | |
$ | (0.002 | ) | |
$ | (0.001 | ) |
| | |
| | | |
| | |
| Weighted
average common shares outstanding | |
| | | |
| | |
| Basic | |
| 319,225,834 | | |
| 308,459,719 | |
| Diluted | |
| 319,225,834 | | |
| 308,459,719 | |
The
accompanying notes to the Condensed Financial Statements are an integral part of these statements.
Blue
Biofuels, Inc.
CONDENSED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| | |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Stockholder’s | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance
as of December 31, 2025 | |
| 317,872,112 | | |
$ | 317,872 | | |
$ | 56,106,407 | | |
$ | (60,130,362 | ) | |
$ | (3,706,083 | ) |
| Issuance
of common stock for services | |
| 10,000 | | |
$ | 10 | | |
$ | 1,240 | | |
| - | | |
$ | 1,250 | |
| Issuance
of 30,000 warrants for interest | |
| - | | |
| - | | |
| 4,303 | | |
| - | | |
| 4,303 | |
| Issuance
of common stock and warrants for cash in Private Placement | |
| 1,816,000 | | |
$ | 1,816 | | |
| 225,184 | | |
| - | | |
$ | 227,000 | |
| Issuance
of common stock for the exercise of warrants | |
| 1,250,000 | | |
| 1,250 | | |
| 123,750 | | |
| - | | |
| 125,000 | |
| Stock
based compensation recognized under the employee, director plan | |
| - | | |
| - | | |
| 75,605 | | |
| - | | |
| 75,605 | |
| Net
Income (Loss) | |
| | | |
| | | |
| | | |
| (663,801 | ) | |
| (663,801 | ) |
| Balance
as of March 31, 2026 | |
| 320,948,112 | | |
$ | 320,948 | | |
$ | 56,536,489 | | |
$ | (60,794,163 | ) | |
$ | (3,936,726 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance
as of December 31, 2024 | |
| 307,960,508 | | |
$ | 307,961 | | |
$ | 54,101,897 | | |
$ | (57,255,761 | ) | |
$ | (2,845,903 | ) |
| Employee
director stock options exercised on a cashless basis | |
| 44,000 | | |
| 44 | | |
| (44 | ) | |
| - | | |
| - | |
| Issuance
of common stock and warrants on the conversion of notes | |
| 625,000 | | |
| 625 | | |
| 49,375 | | |
| - | | |
| 50,000 | |
| Stock
based compensation recognized under the employee, director plan | |
| - | | |
| - | | |
| 88,165 | | |
| - | | |
| 88,165 | |
| Net
Income (Loss) | |
| | | |
| | | |
| | | |
| (243,833 | ) | |
| (243,833 | ) |
| Balance
as of March 31, 2025 | |
| 308,629,508 | | |
$ | 308,630 | | |
$ | 54,239,393 | | |
$ | (57,499,594 | ) | |
$ | (2,951,571 | ) |
The
accompanying notes to the Condensed Financial Statements are an integral part of these statements.
Blue
Biofuels, Inc.
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
2026 | | |
2025 | |
| | |
For
the Three Months Ended | |
| | |
March
31 | |
| | |
2026 | | |
2025 | |
| Cash
flows from operating activities | |
| | | |
| | |
| Net
Income (Loss) | |
$ | (663,801 | ) | |
$ | (243,833 | ) |
| Reconciliation
of net loss to net cash used in operating activities | |
| | | |
| | |
| Depreciation
and amortization | |
| 31,377 | | |
| 29,926 | |
| Stock
based compensation | |
| 76,855 | | |
| 88,165 | |
| Issuance
of warrants for interest expense | |
| 4,303 | | |
| - | |
| Changes
in operating assets and liabilities | |
| | | |
| | |
| Accounts
payable | |
| (62 | ) | |
| 12,609 | |
| Deferred
wages and directors fees -- related party | |
| 155,925 | | |
| 124,861 | |
| Interest
payable - related party | |
| (24,000 | ) | |
| - | |
| Right
of use lease | |
| 868 | | |
| 1,688 | |
| Net
cash provided by (used in) operating activities | |
| (418,535 | ) | |
| 13,416 | |
| | |
| | | |
| | |
| Cash
flows from investing activities | |
| | | |
| | |
| Purchase
of property and equipment | |
| - | | |
| (104,630 | ) |
| Payment
of deposit on property | |
| (10,000 | ) | |
| (50,000 | ) |
| Additions
to patent and trademark costs | |
| - | | |
| - | |
| Net
cash provided by (used in) investing activities | |
| (10,000 | ) | |
| (154,630 | ) |
| | |
| | | |
| | |
| Cash
flows from financing activities | |
| | | |
| | |
| Proceeds
from issuance of common stock and warrants | |
| 227,000 | | |
| - | |
| Proceeds
from the exercise of warrants | |
| 125,000 | | |
| - | |
| Proceeds
from the issuance of notes payable -- RP | |
| 20,000 | | |
| 100,000 | |
| Net
cash provided by financing activities | |
| 372,000 | | |
| 100,000 | |
| | |
| | | |
| | |
| Net
increase (decrease) in cash and cash equivalents | |
| (56,535 | ) | |
| (41,214 | ) |
| | |
| | | |
| | |
| Cash
and cash equivalent at beginning of the period | |
| 65,200 | | |
| 48,797 | |
| Cash
and cash equivalent at end of the period | |
$ | 8,665 | | |
$ | 7,583 | |
| | |
| | | |
| | |
| Non-cash
financing and investing activities | |
| | | |
| | |
| Issuance
of common stock and warrants on the conversion of notes payable | |
$ | - | | |
$ | 50,000 | |
The
accompanying notes to the Condensed Financial Statements are an integral part of these statements.
Blue
Biofuels, Inc.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE
1 – ORGANIZATION
Blue
Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels,
Inc. (the “Company”) has been a technology company focused on emerging technologies in renewable energy, biofuels, and lignin.
NOTE
2 – GOING CONCERN
The
accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities in the
normal course of business. The Company has not generated any significant revenue since inception and has incurred losses since inception.
As of March 31, 2026, the Company has incurred accumulated losses of $60,794,163. The Company expects to incur significant additional
losses and liabilities in connection with its start-up and commercialization activities. These factors, among others, raise substantial
doubt as to the Company’s ability to continue as a going concern. 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. These financial statements do not include any adjustments
related to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might
result from this uncertainty. There are no assurances that the Company will continue as a going concern.
Management
believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating
activities, and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations,
or sell additional shares of stock or borrow additional funds. The Company’s inability to obtain additional cash could have a material
adverse effect on its financial position, results of operations, and its ability to continue in existence.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
The condensed financial statements do not include all disclosures required of annual financial statements and, accordingly, should be
read in conjunction with our financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December
31, 2025.
Operating
results for the three months ended March 31, 2026, may not be indicative of full year 2026 results.
In
management’s opinion, the accompanying condensed financial statements contain all adjustments necessary for a fair statement of
our financial position as of March 31, 2026, and our results of operations, changes in stockholders’ deficit and cash flows for
the three months ended March 31, 2026 and 2025.
Net
Income (Loss) per Common Share:
Basic
net earnings per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting
period. Diluted earnings per share has been calculated using the weighted-average number of common shares plus the potentially dilutive
effect of securities such as common stock that potentially could be issued upon the conversion of convertible notes or upon the exercise
of outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method.
For
the three months ended March 31, 2026 and 2025, due to net losses, all potential dilutive securities are antidilutive. There are a
total of 87,321,907 common shares that would be issued if all warrants, vested options, and convertible notes were
exercised.
Grant
Income
Government
grants income is recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the
underlying costs for which the grant is intended to compensate. A grant receivable is recognized for expenses or losses already incurred
but for which grant funding has not yet been received. Grant funding received in excess of expenses or losses incurred is recognized
as deferred revenue.
The
Company has adopted the disclosure requirements of Accounting Standards Codification (“ASC”) 832 Government Assistance.
Recent
Accounting Pronouncements
In
November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on
the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15,
2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or
retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that
may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements
and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting
or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.
NOTE
4 – PROPERTY AND EQUIPMENT
SCHEDULE OF PROPERTY AND EQUIPMENT
| PROPERTY
AND EQUIPMENT | |
Life | |
March
31, 2026 | | |
December
31, 2025 | |
| Building
and Improvements | |
15 | |
$ | 9,370 | | |
$ | 9,370 | |
| Construction
and Engineering | |
10 | |
| 171,817 | | |
| 171,817 | |
| Machinery
and Equipment | |
10 | |
| 831,079 | | |
| 831,079 | |
| Furniture
and Fixtures | |
5 | |
| 13,596 | | |
| 13,596 | |
| Computer
Equipment | |
3 | |
| 11,825 | | |
| 11,825 | |
| Property
and Equipment, gross | |
| |
| 1,037,687 | | |
| 1,037,687 | |
| Less
Accumulated Depreciation | |
| |
$ | (512,877 | ) | |
$ | (482,578 | ) |
| Property
and Equipment | |
| |
$ | 524,810 | | |
$ | 555,109 | |
Total
depreciation expense was $30,299 and $29,926 for the three months ended March 31, 2026 and 2025, respectively.
NOTE
5 – PATENTS AND TRADEMARKS
The
Company has obtained three patents and has applied for six more patents on its technology, and has also applied for international patents.
The Company has obtained one trademark and has four more pending. The following is a summary of the Company’s patents and trademarks
at March 31, 2026 and December 31, 2025:
SCHEDULE OF PATENTS AND TRADEMARKS
| | |
March
31, 2026 | | |
December
31, 2025 | |
| Trademarks
issued | |
$ | 8,340 | | |
$ | 8,340 | |
| Patents
issued | |
| 86,259 | | |
| 86,259 | |
| Patents
and trademarks issued, at cost | |
| 94,599 | | |
| 94,599 | |
| Accumulated
amortization | |
| (26,239 | ) | |
| (25,161 | ) |
| Net
balance of issued patents and trademarks | |
$ | 68,360 | | |
$ | 69,438 | |
| Patents
and trademarks pending | |
| 260,391 | | |
| 260,391 | |
| TOTAL
PATENTS AND TRADEMARKS | |
$ | 328,751 | | |
$ | 329,829 | |
Amortization
expenses for patents and trademarks for the three months ended March 31, 2026, and 2025 were $1,078 and $0,
respectively. Estimated amortization expense for the years subsequent to March 31, 2026, is as follows:
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE
| Year
ending December 31, | |
| |
| 2026
remaining | |
$ | 3,235 | |
| 2027 | |
| 4,313 | |
| 2028 | |
| 4,313 | |
| 2029 | |
| 4,313 | |
| 2030 | |
| 4,313 | |
| Thereafter | |
| 39,533 | |
| TOTAL | |
$ | 60,020 | |
NOTE
6 – DEBT
Notes
Payable – Related Party
From
2023 to 2025, the Company borrowed a total of $1,325,000 from board member Chris Kneppers. The notes are now payable on the earliest
of the date on which the Company (1) uplists to the Nasdaq or NYSE; (2) receives $5 million in equity financing; or (3) begins generating
revenue from its first facility. During the three month period ended March 31,2026, the Company borrowed an additional $20,000 from Mr.
Kneppers with the same terms. The total debt due as of March 31, 2026, is $1,345,000. In lieu of interest, the Company will pay Mr. Kneppers
100% of the outstanding loan balance due him contingent upon the financing of the first plant. All interest and loan amounts automatically
come due upon a change of control of the Company or if the Company files for bankruptcy under Chapter 11 or Chapter 7. At March 31, 2026
and December 31, 2025, accrued interest payable to Mr. Kneppers is $46,651, and $46,651, respectively.
Convertible
Notes Payable – Related Party
In
June and November 2023, the Company entered two long-term convertible notes with board member Edmund Burke with principal amounts of
$25,000 and $15,000, respectively, to be repaid when the Company receives an equity investment of at least $3 million. The notes may
convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares. Until repayment, the note agreement
requires the Company to issue to Mr. Burke 80,000 warrants having a strike price of $0.15 and an expiration of 5 years every twelve months
in lieu of interest. During the quarter ended March 31, 2026 and 2025, 30,000 and 0 warrants with a fair value of $4,303 and $0,respectively,
were issued to Mr. Burke (see Note 7). The fair value of these warrants is included in interest expense – related parties on the
statement of operations.
In
April 2023, the Company entered a separate long-term convertible note with board member Mr. Burke, with a principal balance of $150,000,
to be repaid when the Company receives an equity investment of at least $1.5 million. The notes may convert into common stock at $0.13/share
at the option of the holder for a total of 1,153,846 shares. Until repayment, the note agreement requires the Company to issue to Mr.
Burke 100,000 warrants having a strike price of $0.15 and an expiration of 5 years every six months in lieu of interest. During the three
months ended March 31, 2026 and March 31, 2025, 0 and 0 warrants with a fair value of $0 and $0, respectively, were issued to Mr. Burke
(see Note 7). The fair value of these warrants is included in interest expense – related parties on the statement of operations.
Pursuant
to the Company’s Chapter 11 Plan of Reorganization confirmed on September 18, 2019, the Company restructured several outstanding
notes payable and convertible debentures into fixed settlement obligations. Under the terms of the confirmed Plan, the original terms,
interest rates, and conversion features were terminated in exchange for a combined settlement of $320,630, payable solely out of the
Company’s future gross revenues or a percentage thereof. As of March 31, 2026 and December 31, 2025, the remaining aggregate balance
of these obligations is $320,630.
A
summary of all Notes that remain including those indicated in the Notes above is as follows:
SCHEDULE OF NOTES PAYABLE
| Notes
Payable | |
March
31, 2026 | | |
December
31, 2025 | |
| Current
Convertible Notes — Other | |
$ | - | | |
$ | - | |
| Long
Term Convertible Notes Payable – Related Party | |
| 190,000 | | |
| 190,000 | |
| Long-Term
Notes Payable – Related Party | |
| 1,345,000 | | |
| 1,325,000 | |
| Long
Term Notes Payable from future revenue | |
| 320,630 | | |
| 320,630 | |
| TOTAL
NOTES | |
$ | 1,855,630 | | |
$ | 1,835,630 | |
As
of March 31, 2026, none of the $1,855,630 outstanding notes payable is due at a specific point in time. $320,630 will be paid from future
gross revenues.
At
March 31, 2026, there are $190,000 in convertible notes that, if converted, would convert into 1,461,538 shares.
NOTE
7 – STOCKHOLDERS’ EQUITY
During
the three months ended March 31, 2026, and 2025, the Company issued an aggregate of 10,000 and 0 shares, respectively, of its common
stock for services with a fair value based on the trading price of the Company’s stock on the date of issuance of $1,250 and $0,
respectively.
During
the three months ended March 31, 2026, in connection with the exercise of warrants, the Company issued 1,250,000 shares of its common
stock for $125,000.
During
the three months ended March 31, 2026, the Company issued 1,816,000 shares and warrants in a private placement for proceeds of $227,000.
Warrants:
During
the three-month period ended March 31, 2026 and 2025, the Company issued 30,000 and 0 warrants for interest with a fair value of $4,303
and $0, respectively.
A
summary of warrant activity for the year ended December 31, 2025 and three months ended March 31, 2026 is as follows:
SCHEDULE OF WARRANT ACTIVITY
| | |
Number
of
Warrants | | |
Weighted
Average
Exercise
Price | |
| | |
| | |
| |
| Balance,
December 31, 2024 | |
| 27,446,495 | | |
$ | 0.21 | |
| Issued
in connection with: | |
| | | |
| | |
| Common
stock units sold for cash | |
| 6,830,000 | | |
| 0.16 | |
| Services | |
| 266,000 | | |
| 0.12 | |
| Debt-related
interest | |
| 250,000 | | |
| 0.15 | |
| Debt
conversion | |
| 625,000 | | |
| 0.10 | |
| Expired | |
| (500,000 | ) | |
| 0.20 | |
| Exercised | |
| (750,000 | ) | |
| 0.09 | |
| Balance,
December 31, 2025 | |
| 34,167,495 | | |
| 0.20 | |
| Issued
in connection with: | |
| | | |
| | |
| Common
stock units sold for cash | |
| 1,816,000 | | |
| 0.18 | |
| Debt-related
interest | |
| 30,000 | | |
| 0.15 | |
| Exercised | |
| (1,250,000 | ) | |
| 0.10 | |
| Expired | |
| - | | |
| - | |
| Balance,
March 31, 2026 | |
| 34,763,495 | | |
| 0.20 | |
Warrants
outstanding at March 31, 2026 have a weighted average exercise price of $0.20 and a weighted average remaining term of 2.7 years.
Stock
Options:
During
the three-month period ended March 31, 2026 and 2025, the Company recognized $75,605 and $88,165 of stock based compensation, respectively,
under the employee, director plan. Of this amount, $288 (2025: $33,709) was classified as general and administrative expense and $75,317
(2025: $54,456) was classified as research and development expenses.
A
summary of option activity for the year ended December 31, 2025, and three months ended March 31, 2026, is as follows:
SCHEDULE OF OPTION ACTIVITY
| | |
Number
of Options | | |
Weighted
Average Exercise
Price | |
| Balance,
December 31, 2024 | |
| 88,971,571 | | |
$ | 0.13 | |
| Options
granted | |
| 12,774,470 | | |
| 0.12 | |
| Options
expired | |
| (3,658,335 | ) | |
| 0.15 | |
| Options
exercised | |
| (650,000 | ) | |
| 0.06 | |
| Balance,
December 31, 2025 | |
| 97,437,706 | | |
| 0.13 | |
| Options
granted | |
| - | | |
| - | |
| Options
expired | |
| (10,000 | ) | |
| 0.15 | |
| Options
exercised | |
| - | | |
| - | |
| Balance,
March 31, 2026 | |
| 97,427,706 | | |
| 0.13 | |
| Vested, March 31,
2026 | |
| 50,596,874 | | |
| 0.13 | |
The
weighted average remaining life of outstanding and vested options is 6.2 years and 5.9 years, respectively. At March 31, 2026, outstanding
vested options had an intrinsic value of $984,775, and the total intrinsic value of all options is $1,921,093.
At
March 31, 2026, remaining compensation to be recognized as future vesting of stock options is approximately $5.2 million of which approximately
$0.2 million will vest in 2026, $0.1 in subsequent years, and approximately $4.9 million will vest upon the probability of achieving
performance milestone criteria.
Black
Scholes Model Variables:
The
fair value associated with warrants and options issued during the three months ended March 31, 2026, were valued on the date of issuance
or modification.
The
following assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock compensation
issued in the quarters ended March 31, 2026, and 2025:
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION
| | |
March
31, 2026 | | |
March
31, 2025 | |
| Exercise
price | |
$ | 0.15 | | |
$ | 0.11 | |
| Risk-free
interest rate | |
| 3.74 | % | |
| 4.54 | % |
| Expected
term (in years) | |
| 5.0 | | |
| 10.0 | |
| Expected share price
volatility | |
| 102.26 | % | |
| 109.69 | % |
| Expected
dividend yield | |
| 0.0%
- 0.0% | | |
| 0.0%
- 0.0% | |
NOTE
8 - COMMITMENTS AND CONTINGENCIES
Litigation
The
Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business. The Company is not
in any litigation at this time.
Leases
The
Company currently leases office and laboratory space in Palm Beach Gardens, FL, that is classified as operating lease right-of-use (“ROU”)
assets and operating lease liabilities in the Company’s condensed balance sheet. The new lease has a term of five years, expires
on October 31, 2029, and has escalating monthly payments range from $9,100 to $10,242. At inception, the lease was classified as an operating
lease and the Company recorded a ROU lease asset and liability of $452,132 and $452,132, respectively, at a discount rate of 10%. Rent
expense for the three months ending March 31, 2026, and 2025 were $62,146 and $57,579, respectively, which is expensed as part of G&A
in the statement of operations.
At
March 31, 2026, minimum lease payments to be paid by the Company are as follows:
SCHEDULE OF MINIMUM LEASE PAYMENTS
| | |
| | |
| Remainder
of 2026 | |
$ | 84,923 | |
| 2027 | |
| 116,434 | |
| 2028 | |
| 119,928 | |
| 2029 | |
| 102,426 | |
| Total
lease payments | |
| 423,711 | |
| Less
imputed interest | |
| (69,924 | ) |
| Present
value of lease liabilities | |
| 353,787 | |
| Current
portion | |
| (82,166 | ) |
| Long
term portion | |
$ | 271,621 | |
NOTE
9 – RELATED PARTY TRANSACTIONS
Related
Party transactions with the Company are as follows:
| |
1) |
Short-term
notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6. |
| |
2) |
A
board resolution was passed on February 13, 2020 that pledged the patents and pending patents to secure the back pay claims of Ben
Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management
to build the Company while they receive less than full salaries. |
| |
3) |
During
2024, the board of directors approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light
of the fact that they are not receiving payments of salaries on a consistent basis. CEO Ben Slager is to receive annual salary of
$525,000 and CFO Anthony Santelli $325,000. |
| |
4) |
In
June 2024, the board of directors approved a partial anti-dilution compensation for CEO Ben Slager, CFO Anthony Santelli, and Director
Chris Kneppers to be paid in restricted stock units and options of 4%, 3%, and 3%, respectively, of the equity and warrants granted
to investors on the next $50 million in equity raised into the Company or its subsidiaries. This is compensation for their deferring
salary or lending funds to the Company until such raise(s) is affected. These restricted share units will be issued as the Company
raises capital through sale of its common stock. As of March 31, 2026, Ben Slager is to be issued 419,440 RSUs and options with an
exercise price ranging from 15 to 18 cents and expiring five years from issuance, and both Anthony Santelli and Chris Kneppers are
each to be issued 314,580 RSUs and 314,580 options with the same terms. None of the RSUs nor options have been issued as of March
31, 2026. |
| |
5) |
As
of April 1, 2024, the board of directors approved ceasing accruing interest on back pay due to officers and on directors fees. In
lieu of interest, the Company will pay an additional $25,000 to each director contingent upon the financing of the first plant or
the successful uplisting to the NYSE or Nasdaq. Similarly, a performance bonus equal to 100% of the outstanding back pay balance
due to Officers Ben Slager and Anthony Santelli shall be paid contingent upon the financing of the first plant. These amounts automatically
come due upon a Change of Control or if the Company files for bankruptcy under Chapter 11 or Chapter 7. |
| |
6) |
As
of August 28, 2024, each Director that is not an Officer shall receive 3.5% in cash and 3.5% in warrants for any investor first introduced
to the Company by the Director. The warrants shall either be at the same price as any warrants being offered in the raise, or, if
there are no warrants in the raise, then at the closing market price on the date in which the funds are received. All warrants will
have a 5-year expiration from the date of the investment. No such cash/warrants have been earned to date. |
| |
7) |
On
December 15, 2025, the Board of Directors approved of a $500,000 bonus for Ben Slager for having met the milestone of being able
to produce over 500 lbs of sugar in an 8-hour day, an offer originally made on March 12, 2021, as an incentive to upscale and commercialize
the Company’s patented CTS system. This amount is accrued in Deferred Wages and Directors’ Fees – Related party
as of March 31, 2026 and December 31, 2025. |
NOTE
10 – GRANT INCOME
In
September 2024, the Company was awarded a Small Business Innovation Research (“SBIR”) grant by the U.S. Department of Energy
(DOE) in the amount of $1.15 million to be received subject to meeting certain terms and conditions. The purpose of the grant is to support
the further development of the Company’s patented CTS process and to bring it to the point of being commercially ready. Accounting
for this DOE grant does not fall under Accounting Standard Codification 606, Revenue from Contracts with Customers, as the DOE
does not meet the definition of a customer under this standard. During the year ended December 31, 2025, $865,000 was recognized as grant
income for this grant.
During
the three month periods ended March 31, 2025, $444,970 was recognized as grant income for this grant. None was recognized during the
quarter ended March 31, 2026, as there is no additional grant money from this grant for 2026.
NOTE
11 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date the financial statements were issued. Based on this evaluation, the Company
has identified the following subsequent events:
The
Company received $50,000 from a board member in exchange for a note with the same terms as previous notes. See Note 6, Notes Payable Related Party, above.
The
Company received $100,000
from an unrelated party in exchange for a note. The note has a $10,000 origination fee and is payable in 12 months. At the option of the holder, instead of the origination
fee, the Note may be converted into shares at 12.5 cents per share plus a warrant with a strike price of 18 cents and a 5-year expiration.
The
Company issued 200,000
warrants for annual interest on a $150,000
note to a board member. See Note 6 Convertible Notes Payable, above.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
This
quarterly 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. Some of those risks and uncertainties include the
risk factors set forth in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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 financial statement 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.
Business
Overview
Blue
Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels,
Inc. (the “Company”) has been a technology company focused on emerging technologies in renewable energy, biofuels, and lignin.
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.
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.
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.
In
addition, the Company has licensed the Vertimass Process to convert ethanol into sustainable aviation fuel (SAF) and other renewable
biofuels including bio-gasoline.
Plan
of Operation
The
total process from cellulosic feedstock to SAF consists basically of three steps:
| |
1) |
Conversion
from feedstock to fermentable cellulosic sugars (CTS) |
| |
2) |
Ferment
the cellulosic sugars into cellulosic ethanol. |
| |
3) |
Covert
the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed. |
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.
After
its first plant is profitable, the Company intends to grow with additional plants in the United States and explore international growth
by either licensing the CTS technology or forming joint ventures with foreign domestic partners to build plants.
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 not generated any material revenues from its business.
Capital
Formation
From
January 1, 2026, through the date of filing, the Company issued an aggregate of 10,000 shares of its common stock for services valued
at $1,250.
From
January 1, 2026, through the date of filing, the Company issued an aggregate of 230,000 warrants for interest on notes to a related party.
From
January 1, 2026, through the date of filing, the Company issued an aggregate of 1,816,000 shares and warrants for $227,000 in a private
placement.
From
January 1, 2026, through the date of filing, the Company issued an aggregate of 1,250,000 shares for the exercise of warrants and received
proceeds of $125,000.
From
January 1, 2026, through the date of filing, 3,147,550 options vested. During the three months ended March 31, 2026, the Company recognized
stock-based compensation of $75,605 in connection with the expensing of unvested options.
From
January 1, 2026, through the date of filing, 10,000 vested options expired.
Going
Concern
The
Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital. As of March
31, 2026, the Company had a working capital deficit of $3,098,898 and had incurred accumulated losses of $60,794,163 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.
Results
of Operations
Comparison
of the three month period ended March 31, 2026 to March 31, 2025
For
the three months ended March 31, 2026, the Company recognized $0 in revenue as opposed to $0 in 2025.
For
the three months ended March 31, 2026, the Company’s general and administrative expenses decreased by $63,513 to $274,585 from
$338,098 in 2025. This decrease is primarily the result of $56,199 in consulting expenses in 2025 versus $20,744 in 2026.
Interest
expense increased in the quarter ended March 31, 2026 by $4,303 from $0 in 2025.
Research
and development (R&D) costs for the quarter ended March 31, 2026, were $384,913, an increase of $34,206 from $350,707 in 2025. The
increase in R&D expenses is primarily the result of equity-based compensation of $75,317 in 2026 versus $54,456 in 2025.
Liquidity
and Capital Resources
Liquidity
As
of March 31, 2026, the Company had $8,665 in cash and cash equivalents, and total stockholders’ deficit on March 31, 2026, was
$3,936,726. As of December 31, 2025, the Company had $65,200 in cash and cash equivalents, and total stockholders’ deficit at December
31, 2025, was $3,706,083. Total debt, including convertible notes, accounts payable and other notes payable at March 31, 2026, together
with interest payable thereon and legacy liabilities, was $5,246,366 an increase of $132,904 from December 31, 2025, where it stood at
$5,113,462. This increase is primarily attributable to an increase in deferred wages of $155,925.
During the three months ended March 31, 2026, the Company’s net cash
used in operating activities was $418,535 compared to net cash provided by operating activities of $13,416 in the three months ending
March 31, 2025. This is primarily attributed to a higher net loss in 2026 due to grant income in 2025.
During
the three months ended March 31, 2026, the Company generated an aggregate of $372,000 versus $100,000 through its financing activities
in the three months ended March 31, 2025, which is an increase of $272,000. This increase from the prior year can primarily be attributed
to net proceeds of $227,000 in a private placement and $125,000 from the exercise of warrants versus $100,000 for the issuance of notes
payable in 2025 versus $20,000 in 2026.
Capital
Resources
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.
As
of the date of this filing, in 2026 the Company has raised $352,000 through the issuance of shares and $170,000 from the issuance of
notes. The Company previously raised $17,974,375 in shares and $2,245,916 through converted notes and $1,515,000 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.
The
inability to obtain this funding either in the near term and/or longer term will materially affect the ability of the Company to implement
its business plan of operations and jeopardize the viability of the Company. In that case, the Company may need to reevaluate and revise
its operations.
Equity
As
of March 31, 2026, shareholders’ deficit was $3,936,726.
There
were 320,948,112 shares of common stock issued and outstanding as of March 31, 2026.
There
were no preferred shares outstanding.
The
Company has paid no dividends.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures
refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required disclosure.
As
required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision
of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls
and procedures, as of March 31, 2026. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial
officer determined that our disclosure controls and procedures were effective.
Changes
in Internal Control over Financial Reporting
There
has been no change in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected,
or are reasonably likely to materially affect, our internal controls over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
The
Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business. As of the date of
filing, there are no material claims or suits whose outcomes could have a material effect on the Company’s financial statements.
ITEM
1A. RISK FACTORS.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES
Below
is a list of securities sold by the Company from January 1, 2026, through the date of filing which were not registered under the Securities
Act.
| Entity | |
Date
of Investment | |
Title
of Security | |
Amount
of Securities
Sold | | |
Consideration |
| Larry
Chimerine | |
01/05/26 | |
Common
Stock | |
| 200,000 | | |
Purchase
@ $0.125 per share |
| Anthony
Santelli, Sr. | |
01/20/26 | |
Common
Stock | |
| 625,000 | | |
Exercise of Warrants |
| Mark
Monahan | |
02/04/26 | |
Common
Stock | |
| 400,000 | | |
Purchase @ $0.125
per share |
| Joe
Galbo | |
02/10/26 | |
Common
Stock | |
| 10,000 | | |
Stock
for Services |
| Anthony
Santelli, Sr. | |
02/24/26 | |
Common
Stock | |
| 625,000 | | |
Exercise of Warrants |
| David
Bolton | |
03/06/26 | |
Common
Stock | |
| 416,000 | | |
Purchase @ $0.125
per share |
| Anthony
Santelli, Sr. | |
03/26/26 | |
Common
Stock | |
| 800,000 | | |
Purchase @ $0.125
per share |
The
securities issued in the above-mentioned transactions were issued in connection with private placements exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(a)(2) of that Act and Rules 504
and 506 of Regulation D.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
The
exhibits listed below are filed as part of or incorporated by reference in this report.
| Exhibit
No. |
|
Identification
of Exhibit |
| |
|
|
| 3.1 |
|
Articles of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2012) |
| |
|
|
| 3.2 |
|
Certificate of Amendment to Articles of Incorporation filed November 19, 2014 |
| |
|
|
| 3.3 |
|
Certificate of Amendment to Articles of Incorporation filed June 17, 2016 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021) |
| |
|
|
| 3.4 |
|
Certificate of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company’s 8-K filed on July 30, 2021) |
| |
|
|
| 3.5 |
|
Bylaws (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021) |
| |
|
|
| 10.1 |
|
Employment Agreement, dated June 1, 2020, between the Company and Ben Slager (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021) |
| |
|
|
| 10.2 |
|
Employment Agreement, dated June 1, 2020, between the Company and Anthony Santelli (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021 |
| |
|
|
| 10.3 |
|
2021 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021) |
| |
|
|
| 31.1. |
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 31.2 |
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 32.1 |
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 32.2 |
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 101.INS |
|
Inline
XBRL Instance Document |
| |
|
|
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
| |
|
|
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
| |
Blue
Biofuels, Inc. |
| |
(Registrant) |
| |
|
| |
By |
/s/
Benjamin Slager |
| |
|
Benjamin
Slager |
| |
|
Chief
Executive Officer, (Principal Executive Officer) |
| |
|
|
| |
Date
May 4, 2026 |
| |
|
|
| |
By |
/s/
Anthony Santelli |
| |
|
Anthony
Santelli |
| |
|
Chief
Financial Officer (Principal Financial and Accounting Officer) |
| |
|
|
| |
Date
May 4, 2026 |