BIOF 10-Q
Blue Biofuels, Inc. (BIOF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarter ended
or
Commission
File Number:
(Exact name of small Business Issuer as specified in its charter)
| (State or other jurisdiction | (IRS Employer | |
| of incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 | ||
| 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.
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).
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 ☐ | 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
State the number of shares outstanding of the registrant’s $ par value common stock as of the close of business on the latest practicable date (August 9, 2026): .
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 | 15 |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| ITEM 4. | Controls and Procedures | 18 |
| PART II—OTHER INFORMATION | 19 | |
| ITEM 1. | Legal Proceedings | 19 |
| ITEM 1A. | Risk Factors | 19 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| ITEM 3. | Defaults Upon Senior Securities | 20 |
| ITEM 4. | Mine Safety Disclosures | 20 |
| ITEM 5. | Other Information | 20 |
| ITEM 6. | Exhibits | 20 |
| Signatures | 21 |
| 2 |
PART I – FINANCIAL INFORMATION
TABLE OF CONTENTS
| 3 |
Blue Biofuels, Inc.
Financial Statements
UNAUDITED FINANCIAL STATEMENTS
OF
BLUE BIOFUELS, INC.
Blue Biofuels, Inc.
CONDENSED BALANCE SHEETS
(unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| Other Assets | ||||||||
| Property and Equipment, net of accumulated depreciation and amortization of $ | $ | |||||||
| Security Deposits | ||||||||
| Right of Use Assets, net of accumulated amortization | ||||||||
| Patents and Trademarks, net of accumulated amortization | ||||||||
| TOTAL OTHER ASSETS | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | ||||||||
| Accounts Payable - Related Parties | ||||||||
| Deferred Wages and Directors Fees - Related Parties | ||||||||
| Right of Use Lease Liability - Current | ||||||||
| Convertible Notes Payable — Other | ||||||||
| Convertible Notes Payable — Related Parties | ||||||||
| Interest Payable - Related Parties | ||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| Long Term Liabilities | ||||||||
| Right of Use Lease Liability | ||||||||
| Notes Payable — Related Parties | ||||||||
| Convertible Notes Payable — Related Parties | ||||||||
| Legacy Notes Payable — Other | ||||||||
| TOTAL LONG TERM LIABILITIES | $ | $ | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 8) | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock; $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock; $ par value; shares authorized; and issued and outstanding at June 30, 2026 and December 31, 2025, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Obligation to issue shares | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes to the Condensed Financial Statements are an integral part of these statements.
| 4 |
Blue Biofuels, Inc
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expense: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Gain on extinguishment of accounts payable | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations: | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (income) expense: | ||||||||||||||||
| Grants income | ( | ) | ||||||||||||||
| Interest expense - related parties | ||||||||||||||||
| Total other (income) expense | ( | ) | ||||||||||||||
| Income (Loss) before provisions for income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Provisions for income taxes | ||||||||||||||||
| Net Income (Loss): | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) per basic share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) per share, fully diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes to the Condensed Financial Statements are an integral part of these statements.
| 5 |
Blue Biofuels, Inc.
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Common Stock | Obligation to | Additional Paid-in | Accumulated | Total Stockholder’s | ||||||||||||||||||||
| Shares | Amount | Issue Shares | Capital | Deficit | (Deficit) | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Issuance of common stock for services | $ | $ | $ | |||||||||||||||||||||
| Issuance of | - | |||||||||||||||||||||||
| Issuance of common stock and warrants for cash in Private Placement | ||||||||||||||||||||||||
| Issuance of common stock for the exercise of warrants | ||||||||||||||||||||||||
| Stock based compensation recognized under the employee, director plan | - | |||||||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||||||
| Issuance of | - | |||||||||||||||||||||||
| Issuance of common stock and warrants for cash through private placements | ||||||||||||||||||||||||
| Issuance of common stock on the settlement of legacy debt | ||||||||||||||||||||||||
| Stock based compensation recognized under the employee, director plan | - | |||||||||||||||||||||||
| Restricted shares to be issued to officers and directors | - | |||||||||||||||||||||||
| Net Income (Loss) | - | ( | ) | $ | ( | ) | ||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Employee director stock options exercised on a cashless basis | ( | ) | ||||||||||||||||||||||
| Issuance of common stock and warrants on the conversion of notes | ||||||||||||||||||||||||
| Stock based compensation recognized under the employee, director plan | - | |||||||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||||||
| Issuance of | - | |||||||||||||||||||||||
| Issuance of | - | |||||||||||||||||||||||
| Employee director stock options exercised on a cashless basis | ( | ) | ||||||||||||||||||||||
| Warrants exercised | ||||||||||||||||||||||||
| Stock based compensation recognized under the employee, director plan | - | |||||||||||||||||||||||
| Issuance of common stock and warrants for cash through private placements | ||||||||||||||||||||||||
| Net Income (Loss) | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
The accompanying notes to the Condensed Financial Statements are an integral part of these statements.
| 6 |
Blue Biofuels, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Reconciliation of net income (loss) to net cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation | ||||||||
| Issuance of warrants for interest | ||||||||
| Gain on extinguishment of accounts payable | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Accounts payable and accrued liabilities — related party | ( | ) | ||||||
| Deferred wages and directors’ fees — related party | ||||||||
| Interest payable - related party | ( | ) | ||||||
| Right of use lease | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Payment of deposit on property | ( | ) | ( | ) | ||||
| Payment of patent and trademark costs | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from the issuance of notes payable – related party | ||||||||
| Proceeds from the issuance of convertible notes – related party | ||||||||
| Proceeds from the issuance of convertible notes - other | ||||||||
| Proceeds from issuance of common stock and warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| Non-cash Financing and Investing Activities | ||||||||
| Issuance of common stock for patent and trademark costs | $ | $ | ||||||
| Issuance of common stock on the settlement of legacy debt | $ | $ | ||||||
The accompanying notes to the Condensed Financial Statements are an integral part of these statements.
| 7 |
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 June 30, 2026, the Company has incurred accumulated deficit of $
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.
| 8 |
Operating results for the three and six months ended June 30, 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 June 30, 2026, and our results of operations, changes in stockholders’ deficit and cash flows for the three and six months ended June 30, 2026 and 2025.
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 and six months ended June 30, 2026 and 2025, all potentially dilutive securities were excluded from the computation of diluted net loss per share because the Company was in a net loss position and their effect would have been antidilutive. As of June 30, 2026, the potentially dilutive securities excluded from the computation totaled common shares issuable upon the exercise of outstanding warrants and vested options and the conversion of outstanding convertible notes.
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.
| 9 |
NOTE 4 – PROPERTY AND EQUIPMENT
| Life | June 30, 2026 | December 31, 2025 | ||||||||
| Building and Improvements | $ | $ | ||||||||
| Construction and Engineering | ||||||||||
| Machinery and Equipment | ||||||||||
| Furniture and Fixtures | ||||||||||
| Computer Equipment | ||||||||||
| Less Accumulated Depreciation | $ | ( | ) | $ | ( | ) | ||||
| Property and Equipment | $ | $ | ||||||||
Total
depreciation expense was $
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 June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||
| Trademarks issued | $ | $ | ||||||
| Patents issued | ||||||||
| Patents and trademarks issued, at cost | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Net balance of issued patents and trademarks | $ | $ | ||||||
| Patents and trademarks pending | ||||||||
| TOTAL PATENTS AND TRADEMARKS | $ | $ | ||||||
Amortization
expenses for patents and trademarks for the three and six months ended June 30, 2026, were $
| Year ending December 31, | ||||
| 2026 remaining | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| TOTAL | $ | |||
| 10 |
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. 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. During the six-month period ended June 30,2026, the Company borrowed an additional $20,000 from Mr. Kneppers with the same terms. The total debt due as of June 30, 2026, is $1,345,000. At June 30, 2026 and December 31, 2025, accrued interest payable to Mr. Kneppers is $46,651, and $46,651, respectively.
Convertible Notes Payable – Related Party
In May and June 2026, the Company entered into three convertible notes with board members for a total of $85,000. They convert into shares of common stock in 6-months from the date of issue at $0.10 per share or a lower price if the Company has an equity financing at a lower price during the 6-month period.
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 six months ended June 30, 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 six months ended June 30, 2026 and June 30, 2025, 200,000 and 200,000 warrants with a fair value of $19,689 and $18,149 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.
Convertible Notes Payable – Other
The Company received $125,000 from an unrelated party in exchange for two notes. The first note, with principal amount of $100,000 dated April 22, 2026, is due 12 months from the date of issuance and provides for a $10,000 premium payable at maturity in addition to the principal. At the option of the holder, in lieu of repayment and premium, the holder may elect to convert into shares at $0.10 per share or a lower price if a subsequent equity raise over the term of the loan is at a lower price. The second note for $25,000 is dated May 28, 2026, and automatically converts into shares at $0.10 per share at the end of six months or a lower price if a subsequent equity raise over the 6-months is done at a lower price.
Legacy Notes Payable – Other
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. In May, 2026, the Company negotiated to payoff $100,630 for 670,868 shares at the trading price of $0.15 per share. As of June 30, 2026, and December 31, 2025, the remaining aggregate balance of these obligations is $220,000 and $320,630, respectively.
A summary of all Notes that remain including those indicated in the Notes above is as follows:
| Notes Payable | June 30, 2026 | December 31, 2025 | ||||||
| Current Convertible Notes — Related Party | $ | $ | ||||||
| Current Convertible Notes — Other | ||||||||
| Long Term Convertible Notes Payable – Related Party | ||||||||
| Long-Term Notes Payable – Related Party | ||||||||
| Long Term Legacy Notes Payable from future revenue | ||||||||
| TOTAL NOTES | $ | $ | ||||||
As of June 30, 2026, any note that is due at a specific point in time automatically converts into equity. $220,000 will be paid from future gross revenues.
At June 30, 2026, there are $400,000 in convertible notes that, if converted, would convert into 3,561,538 shares.
| 11 |
NOTE 7 – STOCKHOLDERS’ EQUITY
During
the six months ended June 30, 2026, the Company issued an aggregate of shares of common stock for services, consisting of
shares issued to a related party and shares issued to unrelated parties. During the six months ended June 30, 2025, the Company
issued shares of common stock for services to unrelated parties. These shares were valued at $
During
the six-months ended June 30, 2026, and 2025, in connection with the exercise of warrants, the Company issued and shares,
respectively, of its common stock for $
During
the six-months ended June 30, 2026, and 2025, the Company issued and shares and warrants in private placements, respectively,
for proceeds of $
During
the six-months ended June 30, 2026, and 2025, the Company issued and shares, respectively, for the settlement of legacy notes
valued at $
During the six-months ended June 30, 2026, and 2025, the Company issued and shares, respectively, for the exercise of stock options on a cashless basis.
Warrants:
During
the six-month period ended June 30, 2026 and 2025, the Company issued
Number of Warrants | Weighted Exercise Price | |||||||
| Balance, December 31, 2024 | $ | |||||||
| Issued in connection with: | ||||||||
| Common stock units sold for cash | ||||||||
| Services | ||||||||
| Debt-related interest | ||||||||
| Debt conversion | ||||||||
| Expired | ( | ) | ||||||
| Exercised | ( | ) | ||||||
| Balance, December 31, 2025 | ||||||||
| Issued in connection with: | ||||||||
| Common stock units sold for cash | ||||||||
| Services | ||||||||
| Debt-related interest | ||||||||
| Exercised | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Balance, June 30, 2026 | ||||||||
Warrants outstanding at June 30, 2026 have a weighted average exercise price of $ and a weighted average remaining term of years.
| 12 |
Stock Options:
During the six-month period ended June 30, 2026 and 2025, the Company recognized $ and $ of stock based compensation, respectively. Of this amount, $ (2025: $) was classified as general and administrative expense and $ (2025: $) was classified as research and development expenses.
Number of Options | Weighted Exercise Price | |||||||
| Balance, December 31, 2024 | $ | |||||||
| Options granted | ||||||||
| Options expired | ( | ) | ||||||
| Options exercised | ( | ) | ||||||
| Balance, December 31, 2025 | ||||||||
| Options granted | ||||||||
| Options expired | ( | ) | ||||||
| Options exercised | ||||||||
| Balance, June 30, 2026 | ||||||||
| Vested, June 30, 2026 | ||||||||
The weighted average remaining life of outstanding and vested options is years and years, respectively. At June 30, 2026, outstanding vested options had an intrinsic value of $, and the total intrinsic value of all options is $.
Modification
of performance-based options. On June 24, 2026, the Board of Directors modified all outstanding unvested stock options held by
the Company’s officers and managers that vested based on performance conditions so that they instead vest solely based on
continued service, generally in equal quarterly installments over two years. Vesting of these performance-based awards had not
previously been considered probable, and no compensation cost had been recognized for them prior to the modification. Because the
awards were not expected to vest immediately before the modification but are expected to vest following it, the Company measured
the modified awards at their fair value on the modification date and recognizes that cost over the remaining service period. The
modification affected options covering shares with an aggregate modification-date fair value of $
Anti-dilution
option commitment. Under the same June 24, 2026 Board action, the Company is committed to grant additional options to its officers
and managers (Ben Slager, Anthony Santelli, Kevin Hissem, and Eric Libra) upon each future issuance of equity, or conversion of convertible
instruments, in order to maintain their fully-diluted ownership percentages of
Black Scholes Model Variables:
The fair value associated with warrants and options issued during the six months ended June 30, 2026, and 2025, were valued on the date of issuance or modification.
| June 30, 2026 | June 30, 2025 | |||||||
| Exercise price | $ | - | $ | – | ||||
| Risk-free interest rate | % - | % | % - | % | ||||
| Expected term (in years) | to | to | ||||||
| Expected share price volatility | - | % | - | % | ||||
| Expected dividend yield | % - % | % - % |
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 lease has a term of
| 13 |
At June 30, 2026, minimum lease payments to be paid by the Company are as follows:
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total lease payments | ||||
| Less imputed interest | ( | ) | ||
| Present value of lease liabilities | ||||
| Current portion | ( | ) | ||
| Long term portion | $ |
NOTE 9 – RELATED PARTY TRANSACTIONS
Related Party transactions with the Company are as follows:
Deferred
salaries and directors’ fees. The Company’s officers and directors have historically received less than their full salaries
and fees, with the unpaid amounts accrued as deferred compensation. During 2024, the Board of Directors approved annual salaries, retroactive
to August 1, 2023, of $
Interest
on deferred amounts and related contingent bonuses. Effective April 1, 2024, the Board approved ceasing the accrual of interest on
officer back pay and directors’ fees. In lieu of interest, the Company will pay an additional $
Notes and other financing. Short-term notes payable, convertible notes, and legacy liabilities issued to related parties are described in Note 6.
Anti-dilution
compensation — restricted stock units. In June 2024, the Board approved partial anti-dilution compensation for CEO Ben
Slager, CFO Anthony Santelli, and Director Chris Kneppers, payable in restricted stock units (and, for Mr. Kneppers, options) equal
to
Anti-dilution
compensation — option package. On June 24, 2026, the Board approved an anti-dilution option package for officers Ben Slager
and Anthony Santelli and managers Kevin Hissem and Eric Libra, intended to maintain their fully-diluted option positions at
Director
introduction compensation.
CTS
production milestone bonus.
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 $
During
the six month periods ended June 30, 2025, $
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 $
The
Company received $
The
Company received $
The Company issued shares of common stock in exchange for services.
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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 its pilot plant and received third-party confirmation of its conversion results into sugars and ethanol. The Company 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.
To obtain project financing, in September 2024 and September 2025, the Company applied for two USDA loan guarantees through its Section 9003 Loan Guarantee Program: one for a $149 million loan guarantee to build a commercial-scale facility for its CTS process; and one for a $148 million loan guarantee through its joint venture VertiBlue Fuels, LLC, to build a commercial-scale facility for the Vertimass Process. According to the USDA’s specification in its Section 9003 Loan Guarantee Program, to obtain these loan guarantees for first-of-a-kind commercial-scale renewable technology projects, companies need to complete an integrated demonstration unit for each technology and run them for 120 days using the same feedstock as anticipated in a commercial facility, and having the products meet the technical requirements outlined.
After its first plant is profitable, the Company intends to grow with an additional ten plants in Florida, and then explore growth in the rest of the United States, and 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.
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Capital Formation
From January 1, 2026, through the date of filing, the Company issued an aggregate of 810,000 shares of its common stock for services valued at $81,250.
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 2,916,000 shares and warrants for $347,000 in a private placement.
From January 1, 2026, through the date of filing, the Company issued an aggregate of 1,300,000 shares for the exercise of warrants and received proceeds of $127,500.
From January 1, 2026, through the date of filing, 6,373,800 options vested. During the six months ended June 30, 2026, the Company recognized stock-based compensation of $337,887 in connection with the expensing of unvested options.
From January 1, 2026, through the date of filing, 10,000 vested options expired.
From January 1, 2026, through the date of filing, 2,600,000 warrants 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 June 30, 2026, the Company had a working capital deficit of $3,341,277 and had incurred accumulated losses of $61,544,958 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 and six month period ended June 30, 2026 to June 30, 2025
For the three and six months ended June 30, 2026, the Company recognized $0 in revenue as opposed to $0 in 2025.
For the three months ended June 30, 2026, the Company’s general and administrative expenses decreased by $33,726 to $397,408 from $431,134 in 2025. This decrease is primarily due to a reduction in equity based compensation from $204,425 in 2025 to $165,246 in 2026.
For the six months ended June 30, 2026, the Company’s general and administrative expenses decreased by $97,239 to $671,993 from $769,232 in 2025. This decrease is primarily due to a reduction in equity-based compensation from $238,135 in 2025 to 165,534 in 2026.
Interest expense increased in the quarter ended June 30, 2026 by $1,541 to $19,689 from $18,148 in 2025.
Interest expense increase in the six months ended June 30, 2026, by $5,845 to $23,992 from $18,147 in 2025.
Research and development (R&D) costs for the quarter ended June 30, 2026, were $431,198, a decrease of $40,272 from $471,470 in 2025.
Research and development (R&D) costs for the six months ended June 30, 2026, were $816,111, a decrease of $6,065 from $822,176 in 2025.
Liquidity and Capital Resources
Liquidity
As of June 30, 2026, the Company had $22,040 in cash and cash equivalents, and total stockholders’ deficit on June 30, 2026, was $4,058,672. 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 June 30, 2026, together with interest payable thereon and legacy liabilities, was $5,379,631 an increase of $266,169 from December 31, 2025, where it stood at $5,113,462. This increase is primarily attributable to an increase in deferred wages of $333,935.
During the six months ended June 30, 2026, the Company’s net cash used in operating activities was $687,359 compared to $298,723 in the six months ending June 30, 2025. This is primarily attributed to a higher net loss in 2026 due to grant income in 2025.
During the six months ended June 30, 2026, the Company generated an aggregate of $702,000 versus $451,250 through its financing activities in the six months ended June 30, 2025, which is an increase of $250,750. This increase from the prior year can primarily be attributed to net proceeds of $347,000 in a private placement and $125,000 from the exercise of warrants versus $260,000 and $6,250, respectively, for 2025.
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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 $472,000 through the issuance of shares and $320,000 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 June 30, 2026, shareholders’ deficit was $4,058,672.
There were 323,518,980 shares of common stock issued and outstanding as of June 30, 2026.
There were no preferred shares outstanding.
The Company has paid no dividends.
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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 June 30, 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 June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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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 | ||||||
| Chris & Pamela Jemapete | 05/12/26 | Common Stock | 400,000 | Purchase @ $0.125 per share | ||||||
| Chris & Pamela Jemapete | 05/12/26 | Common Stock | 670,868 | Conversion of Notes | ||||||
| Randall Brodsky | 06/18/26 | Common Stock | 50,000 | Stock for Services | ||||||
| Randall Brodsky | 06/22/26 | Common Stock | 200,000 | Purchase @ $0.10 per share | ||||||
| Steven Segar | 06/24/26 | Common Stock | 500,000 | Purchase @ $0.10 per share | ||||||
| Chris Kneppers | 06/30/26 | Common Stock | 750,000 | Stock for Services | ||||||
| Mark Cox | 07/02/26 | Common Stock | 50,000 | Exercise of Warrants | ||||||
| AG Global Partners | 07/16/26 | Common Stock | 600,000 | Stock for Services | ||||||
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.
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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.
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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 August 10, 2026 | ||
| By | /s/ Anthony Santelli | |
| Anthony Santelli | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| Date August 10, 2026 | ||
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