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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 September 30, 2024

 

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

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $14,698,207.

 

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 (November 1, 2024): 305,678,008.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
  PART I—FINANCIAL INFORMATION  
     
ITEM 1. Condensed and Consolidated 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 21
ITEM 4. Controls and Procedures 21
     
  PART II—OTHER INFORMATION  
     
ITEM 1. Legal Proceedings 22
ITEM 1A. Risk Factors 22
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
ITEM 3. Defaults Upon Senior Securities 23
ITEM 4. Mine Safety Disclosures 23
ITEM 5. Other Information 23
ITEM 6. Exhibits 23
  Signatures 24

 

2
 

 

PART I – FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

Index to Financial Statements   Page
Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023   4
     
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)   5
     
Condensed Consolidated Statements of Stockholders’ Deficit for the Nine Months Ended September 30, 2024 and 2023 (unaudited)   6
     
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)   7
     
Notes to Condensed Consolidated Financial Statements (unaudited)   8

 

3
 

 

Blue Biofuels, Inc.

Financial Statements

Period Ended September 30, 2024

 

UNAUDITED FINANCIAL STATEMENTS

OF

BLUE BIOFUELS, INC.

 

Blue Biofuels, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

   September 30, 2024   December 31, 2023 
ASSETS          
Current Assets          
Cash and Cash Equivalents  $149,366   $41,008 
Prepaid Expenses   66,989    35,750 
TOTAL CURRENT ASSETS   216,355    76,758 
Other Assets          
Property and Equipment, net of accumulated depreciation and amortization of $332,224 and $243,089 at September 30, 2024 and December 31,2023, respectively   498,173    587,308 
Security Deposits   30,276    30,276 
Right of Use Assets, net of accumulated amortization   460,242    81,091 
Patents and Trademarks   284,017    254,786 
TOTAL OTHER ASSETS   1,272,708    953,461 
TOTAL ASSETS  $1,489,063   $1,030,219 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current Liabilities          
Accounts Payable  $9,134   $22,798 
Accounts Payable - Related Party   72,670    72,670 
Deferred Wages and Directors Fees - Related Party   1,546,937    828,312 
Right of Use Lease Liability - Current   69,958    85,983 
Convertible Notes Payable — Other   75,000    - 
Convertible Notes Payable — Related Party   -    350,000 
Interest Payable - Related Party   185,703    143,406 
TOTAL CURRENT LIABILITIES   1,959,402    1,503,169 
Long Term Liabilities          
Right of Use Lease Liability - Long Term   390,968    - 
Notes Payable – Related Party   1,140,000    - 
Convertible Notes Payable — Related Party   190,000    300,000 
Convertible Notes Payable — Other   -    50,000 
Legacy Notes Payable — Related Party   200,630    2,521,562 
Legacy Notes Payable — Other   120,000    216,570 
TOTAL LONG TERM LIABILITIES   2,041,598    3,088,132 
TOTAL LIABILITIES   4,001,000    4,591,301 
           
COMMITMENTS AND CONTINGENCIES (Note 8)   -    - 
           
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; 305,678,008 issued and outstanding at September 30, 2024, and 302,750,963 shares issued and outstanding at December 31, 2023.   305,678    302,751 
Additional paid-in capital   52,648,779    51,972,947 
Accumulated deficit   (55,466,394)   (55,836,780)
TOTAL STOCKHOLDERS’ DEFICIT   (2,511,937)   (3,561,082)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $1,489,063   $1,030,219 

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

4
 

 

Blue Biofuels, Inc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   2024   2023   2024   2023 
   Three Months Ended   Nine Months Ended 
   September 30   September 30 
   2024   2023   2024   2023 
Revenues  $-   $-   $-   $- 
Operating expense:                    
General and administrative   236,981    219,160    781,718    943,953 
Research and development   410,805    293,674    1,309,829    1,741,318 
Loss on disposal of assets   -    -    1,000    369 
Total operating expenses   647,786    512,834    2,092,547    2,685,640 
                     
Loss from operations:   (647,786)   (512,834)   (2,092,547)   (2,685,640)
                     
Other (income) expense:                    
Grants income   (100,000)   (206,500)   (100,000)   (206,500)
Gain on extinguishment of debt   (2,417,502)   -    (2,417,502)   - 
Interest expense - related party   3,429    23,218    52,244    63,712 
Interest expense - other   206    2,443    2,325    7,431 
Total other (income) expense   (2,513,867)   (180,839)   (2,462,933)   (135,357)
                     
Income (Loss) before provisions for income taxes   1,866,081    (331,995)   370,386    (2,550,283)
Provisions for income taxes   -    -    -      
Net Income (Loss):  $1,866,081   $(331,995)  $370,386   $(2,550,283)
                     
Net income (loss) per basic share  $0.006   $(0.001)  $0.001   $(0.008)
                     
Net income (loss) per share, fully diluted  $0.006   $(0.001)  $0.001   $(0.008)
                     
Weighted average common shares outstanding                    
Basic   303,143,362    299,750,654    302,938,045    299,750,654 
Diluted   316,851,770    299,750,654    317,159,087    299,750,654 

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

5
 

 

Blue Biofuels, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (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, 2022   289,941,623   $289,942   $50,134,727   $(52,781,586)  $(2,356,917)
Issuance of common stock for services   140,000   $140   $23,860    -   $24,000 
Issuance of common stock and warrants for cash through PPM   3,884,998    3,885    578,865    -    582,750 
Warrants exercised   5,450,148    5,450    66,800    -    72,250 
Vesting of 2,385,000 options under the employee, director plan   -    -    391,297    -    391,297 
Net Income (Loss)   -    -    -   $(1,064,090)  $(1,064,090)
Balance as of March 31, 2023   299,416,769   $299,417   $51,195,549   $(53,845,676)  $(2,350,710)
Issuance of common stock for services   34,194    34    5,266    -    5,300 
Vesting of 2,000,000 options under the employee, director plan   -    -    245,732    -    245,732 
Issuance of common stock and warrants for cash through PPM   633,334    633    94,389    -    95,022 
Issuance of 314,000 warrants for services   -    -    42,634    -    42,634 
Warrants exercised   500,000    500    24,500    -    25,000 
Net Income (Loss)   -    -    -    (1,154,199)   (1,154,199)
Balance as of June 30, 2023   300,584,297   $300,584   $51,608,069   $(54,999,875)  $(3,091,221)
Issuance of 50,000 warrants for services   -    -    5,813    -    5,813 
Issuance of common stock and warrants for cash through PPM   2,166,666    2,167    322,833    -    325,000 
Net Income (Loss)                  (331,995)   (331,995)
Balance as of September 30, 2023   302,750,963    302,751   $51,936,715   $(55,331,870)  $(3,092,403)
                          
Balance as of December 31, 2023   302,750,963   $302,751   $51,972,947   $(55,836,780)  $(3,561,082)
Issuance of common stock for services   52,500    52    4,148    -    4,200 
Issuance of 87,500 warrants for services   -    -    5,494    -    5,494 
Vesting of 1,875,000 options and repricing of options under the employee, director plan   -    -    279,248    -    279,248 
Net Income (Loss)   -    -    -    (946,872)   (946,872)
Balance as of March 31, 2024   302,803,463   $302,803   $52,261,837   $(56,783,652)  $(4,219,012)
Issuance of common stock for services   62,045    62    5,832    -    5,894 
Issuance of 40,000 warrants for services   -    -    3,094    -    3,094 
Issuance of 100,000 warrants for interest   -    -    6,518    -    6,518 
Cancelling 350,000 warrants for services   -    -    (29,991)   -    (29,991)
Vesting of 1,050,000 options and repricing of options under the employee, director plan   -    -    29,767    -    29,767 
Net Income (Loss)   -    -    -    (548,823)   (548,823)
Balance as of June 30, 2024   302,865,508   $302,865   $52,277,057   $(57,332,475)  $(4,752,553)
Issuance of 50,000 warrants for services   -    -    3,256    -    3,256 
Issuance of 50,000 warrants for interest   -    -    3,429    -    3,429 
Repricing of warrants for services   -    -    7,863    -    7,863 
Vesting of 1,100,000 options under the employee, director plan             134,987         134,987 
Issuance of shares on the conversion of debt   2,812,500    2,813    222,187    -    225,000 
Net Income (Loss)   -    -    -    1,866,081    1,866,081 
Balance as of September 30, 2024   305,678,008   $305,678   $52,648,779   $(55,466,394)  $(2,511,937)

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

6
 

 

Blue Biofuels, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   September 30, 2024   September 30, 2023 
   For the Nine Months Ended 
   September 30, 2024   September 30, 2023 
Cash flows from operating activities          
Net income (loss)  $370,386   $(2,550,283)
Reconciliation of net income (loss) to net cash used in operating activities          
Depreciation and amortization   89,135    89,526 
Stock based compensation for services   443,811    714,774 
Issuance of warrants for interest   9,947    - 
Gain on extinguishment of debt   (2,417,502)   - 
Loss on disposal of assets   1,000    369 
Changes in operating assets and liabilities          
Prepaid expenses   (31,239)   4,910 
Grants receivable   -    (130,835)
Interest payable - related party   42,297    43,986 
Accounts payable and accrued liabilities   (13,664)   (36,436)
Deferred wages and directors’ fees — related party   718,625    366,986 
Right of use lease   (4,209)   2,525 
Net cash used in operating activities   (791,412)   (1,494,478)
           
Cash flows from investing activities          
Net purchase of property and equipment   -    (282,038)
Patent and trademark costs   (30,230)   (25,744)
Net cash used in investing activities   (30,230)   (307,782)
           
Cash flows from financing activities          
Repayment of debt   -    (50,000)
Proceeds from exercise of warrants and options   -    97,250 
Proceeds from the issuance of convertible notes - RP   680,000    625,000 
Proceeds from the issuance of convertible notes - other   250,000    - 
Proceeds from issuance of common stock   -    1,002,772 
Net cash provided by financing activities   930,000    1,675,022 
           
Net increase (decrease) in cash and cash equivalents   108,358    (127,238)
           
Cash and cash equivalents at beginning of the period   41,008    211,901 
Cash and cash equivalents at end of the period  $149,366   $84,663 
           
Non-cash Financing and Investing Activities          
Recognition of Operating lease liability and right-of-use asset  $452,132   $- 
Conversion of convertible debenture to common stock  $225,000   $- 

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

7
 

 

Blue Biofuels, Inc.

NOTES TO CONDENSED CONSOLIDATED 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 consolidated 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 September 30, 2024, the Company has incurred accumulated losses of $55,466,394. 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 consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

8
 

 

Operating results for the nine months ended September 30, 2024, may not be indicative of full year 2024 results.

 

In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of September 30, 2024, and our results of operations, changes in stockholders’ equity (deficit) and cash flows for the nine months ended September 30, 2024 and 2023.

 

Stock Based Compensation

 

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of Financial Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation”. Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718. Forfeitures are recognized as they occur.

 

Stock-based compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instrument. The fair value of the common stock is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Daily Yield Curve Rate.

 

Research and Development

 

The Company expenses all research and development costs as incurred. For the three and nine months ended September 30, 2024, the amounts charged to research and development expenses were $410,805 and $1,309,829, respectively. For the three and nine months ended September 30, 2023, the amounts charged to research and development expenses were $293,674 and $1,741,318, respectively.

 

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.

 

Dilutive options and warrants totaling 13,708,408 and 14,221,042 for the three and nine months ended September 30, 2024, respectively, were included in diluted weighted average shares due to various options and warrants having their exercise prices lower than the average trading price of the Company’s common stock for the periods. For the three and nine months ended September 30, 2023, due to net losses, all potential dilutive securities are antidilutive.

 

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.

 

9
 

 

The Company has adopted the disclosure requirements of Accounting Standards Codification (“ASC”) 832 Government Assistance.

 

Recent Accounting Pronouncements

 

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

 

PROPERTY AND EQUIPMENT  Life  September 30, 2024   December 31, 2023 
Building and Improvements  15  $9,370   $9,370 
Machinery and Equipment  10   795,606    795,606 
Furniture and Fixtures  5   13,596    13,596 
Computer Equipment  3   11,825    11,825 
Property and Equipment, gross     $830,397   $830,397 
Less Accumulated Depreciation      (332,224)   (243,089)
Property and Equipment     $498,173   $587,308 

 

Total depreciation expense was $89,135 and $89,526 for the nine months ended September 30, 2024 and September 30, 2023, respectively.

 

NOTE 5 – PATENTS AND TRADEMARKS

 

The Company has been granted one patent on its technology and one continuation patent, has filed for three others that are pending, and has also applied for international patents. The Company has capitalized the legal and filing fees of $284,017 and $254,786 as of September 30, 2024 and December 31, 2023, respectively.

 

NOTE 6 – DEBT

 

Convertible Notes Payable – Related Parties

 

During 2023, the Company entered into several convertible note agreements with Chris Kneppers, a director of the Company, that had a combined balance of $460,000 as of December 31, 2023. These notes bore interest at 10% and were convertible into shares of the Company’s common stock at rates that ranged from $0.13 to $0.25 per share. A portion of the notes were due to be paid or automatically converted in 2024. The remaining were to be paid if the Company completed a capital raise of at least $5.0 million.

 

In the first half of 2024, the Company borrowed an additional $680,000 from Mr. Kneppers. These notes were non-interest bearing and were initially due 13 months after issuance. On June 22, 2024, the terms of all of the convertible notes due to Mr. Kneppers were modified. Under the modification, 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.

 

Accrued interest on Mr. Kneppers notes was $35,151 at December 31, 2023. An additional $11,500 was recognized during the three months ended March 31, 2024 and the payable balance is $46,651 at September 30, 2024. In connection with modification of the terms of all of Mr. Kneppers notes, interest stopped accruing on March 31, 2024. 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.

 

10
 

 

On November 11, 2023, and also on July 7, 2023, the Company entered into two long-term convertible notes with board member Edmund Burke, with a total principal balance of $15,000 and $25,000, respectively, that are to be repaid when the Company receives an equity investment of at least $3 million. Otherwise, the notes accrue warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants. The notes may convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares.

 

In April 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $150,000, that is to be repaid when the Company receives an equity investment of at least $1.5 million. Otherwise, the note accrues warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest. The note may convert into common stock at $0.13/share at the option of the holder for a total of 1,153,846 shares.

 

Legacy Notes Payable – Related Party

 

On May 31, 2019, the Company entered into an agreement with Chris and Pamela Jemapete such that its debt of $100,630 shall be repaid by the Company out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization, which was confirmed by the Court on September 18, 2019. The debt bears no interest.

 

On May 20, 2019, the Company entered into an agreement with Steven Sadaka such that the $100,000 owed to him shall be repaid out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed on September 18, 2019.

 

Between November 30, 2018 and December 14, 2018, the Company entered into agreements to renegotiate various debts owed to founders and related parties. These agreements were subject to the Bankruptcy Court’s plan confirmation (the Plan). The Plan, which was confirmed by the Court on September 18, 2019, indicated that the debt to Mark Koch shall be $240,990; the debt to Animated Family Films $579,942; and the debt to Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million. In accordance with the terms of the Plan, all these notes were discharged on the five year anniversary of the Court’s confirmation - September 18, 2024. The Company recognized a gain on the extinguishment of debt of $2,417,502 during the three and nine month periods ended September 30, 2024. No balance associated with these notes remains due.

 

Convertible Notes Payable – Other

 

In the first half of 2024, the Company had issued convertible notes to 4 different individuals totaling $250,000. These notes carry no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per share plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 3,125,000 shares and warrants. During the three-month period ended September 30, 2024, $225,000 of these notes converted into 2,812,500 shares of the Company’s common stock and 2,812,500 warrants (see Note 7).

 

In December 2023, the Company issued a convertible note to one individual for $50,000. This note carries no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 625,000 shares and warrants.

 

At September 30, 2024, the balance of convertible notes payable – other is $75,000. The notes are due in the first quarter of 2025, or automatically convert in accordance with terms if not paid.

 

11
 

 

Legacy Notes Payable – Other

 

On March 19, 2019, the Company entered into an agreement with Lucas Hoppel, such that its combined debt on two notes shall be reduced to $100,000 without interest. The sum shall be repaid by the Company out of 5% of future gross revenues, within 30 days after the end of the first calendar quarter in which the Company has revenue. This agreement was subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019.

 

On March 27, 2019, the Company entered into an agreement with another creditor, such that its debt will be reduced from $32,000 to $20,000 payable out of future gross revenues, upon the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019.

 

On November 30, 2018, the Company entered into an agreement with a third party such that its debt will be reduced to $96,570 to be paid with no interest out of 50% of the future net profits of the Company. The Company’s Plan of reorganization confirmed by the bankruptcy Court on September 18, 2019, stipulated that this debt is discharged to the extent unpaid five years from the date of Plan confirmation, or on September 18, 2024.

 

A summary of all debts indicated in the Notes above is as follows:

 

Notes Payable  September 30, 2024   December 31, 2023 
Short Term Convertible Note – Related Party  $-   $350,000 
Short Term Convertible Notes — Other   75,000    - 
Long Term Convertible Notes — Other   -    50,000 
Long Term Convertible Notes Payable – Related Party   190,000    300,000 
Long-Term Notes Payable – Related Party   1,140,000    - 
Long Term Notes Payable from future revenue — Related Party   200,630    200,630 
Long Term Notes Payable from future revenue — Other   120,000    120,000 
Long-Term Notes Payable expiring on September 18, 2024 — Related Party   -    2,320,932 
Long Term Notes Payable expiring on September 18, 2024 — Other   -    96,570 
TOTAL NOTES  $1,725,630   $3,438,132 

 

Of the $1,725,630 payable as of September 30, 2024, none is payable in cash at a specific point in time. $1,330,000 is due only after achieving certain milestones. $320,630 is due out of future revenue with no specific due date. $75,000 of short-term notes due to unrelated parties automatically converts into equity if not repaid within 13 months of issue.

 

At September 30, 2024, there are $265,000 in convertible notes that, if converted, would convert into 2,399,038 shares and 937,500 warrants.

 

12
 

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

The total number of shares of capital stock, which the Company has authority to issue, is 1,010 million, 1 billion of which are designated as common stock at $0.001 par value (the “Common Stock”) and 10 million of which are designated as preferred stock par value $0.001 (the “Preferred Stock”). As of September 30, 2024, the Company had 305,678,008 shares of Common Stock issued and outstanding and no shares of Preferred Stock were issued. Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. The Company has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.

 

During the nine months ended September 30, 2024 and 2023, the Company issued an aggregate of 114,545 and 174,194 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 $10,094 and $29,300, respectively.

 

During the nine months ended September 30, 2024 in connection with the conversion of debt with a balance of $225,000, the Company issued 2,812,500 share of its common stock and 2,812,500 warrants with an exercise price $0.10 and term of five years. See Note 6.

 

Warrants:

During the nine-month period ended September 30, 2024 and 2023, the Company issued 177,500 and 364,000 warrants for services with a fair value of $11,844 and $48,447, respectively. During the nine month period ended September 30, 2024 and 2023, the Company issued 150,000 and nil warrants for interest with a fair value of $9,947 and $nil, respectively, on a convertible notes payable to a related party (see Note 6). The fair value of these warrants was determined using the Black-Scholes pricing model.

 

A summary of warrant activity for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

 

   Warrants 
Outstanding, December 31, 2022   24,388,458 
Issued in connection with:     
Services   614,000 
Debt-related interest and financing costs   180,000 
Private Placement   6,684,998 
Exercised   (5,450,148)
Expired or cancelled   (2,401,332)
Outstanding December 31, 2023   24,015,976 
Issued in connection with:     
Services   177,500 
Debt-related interest and financing costs   150,000 
Debt conversion   2,812,500 
Exchanged for stock option   1,250,000 
Expired or cancelled   (3,397,981)
Outstanding, September 30, 2024   25,007,995 

 

Warrants outstanding at September 30, 2024 have a weighted average exercise price of $0.22 and a weighted average remaining term of 3.4 years.

 

Stock Options:

 

During the nine-month period ended September 30, 2024 and 2023, the Company recognized $444,002 and $637,029 of stock based compensation, respectively. Of this amount in 2024, $140,768 related to the repricing of certain stock options to a lower exercise price.

 

13
 

 

A summary of option activity for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

 

   Options 
Outstanding, December 31, 2022   51,080,000 
Granted   18,150,000 
Exercised   (500,000)
Expired or Forfeited   (7,175,000)
Outstanding December 31, 2023   61,555,000 
Granted   3,000,000 
Exercised   - 
Exchanged for warrants   (1,250,000)
Expired or Forfeited   - 
Outstanding, September 30, 2024   63,305,000 
Vested, September 30, 2024   30,955,000 

 

The weighted average exercise price of outstanding and vested options is $0.08 and $0.11, respectively. The weighted average remaining life of outstanding and vested options is 6.6 years and 5.8 years, respectively. At September 30, 2024, outstanding vested options had an intrinsic value of $951,718, and the total intrinsic value of all options is $3,050,283.

 

At September 30, 2024, remaining compensation to be recognized as future vesting of stock options is approximately $4.2 million of which approximately $0.1 million will vest over the next year and approximately $4.1 million will vest upon the probability of achieving performance milestone criteria.

 

Black Scholes Model Variables:

 

The fair value associated with warrants and options issued or modified during the nine months ended September 30, 2024 were valued on the date of issuance or modification. The following assumptions were used in calculations of the Black-Scholes option pricing models for determining the fair value of warrants and stock options in the nine months ended September 30, 2024:

 

Date of Grant/Repricing:  1/2/24   1/8/24   3/28/24   4/25/24   4/26/24 
Risk-free interest rate   3.93%   4.01%   4.20%   4.70%   4.68%
Expected life   5 years    5 years    5 years    5 years    5 years 
Expected dividends   0%   0%   0%   0%   0%
Expected volatility   91.92%   92.01%   89.73%   113.65%   113.72%
BIOF common stock fair value  $0.083   $0.095   $0.105   $0.095   $0.086 

 

Date of Grant/Repricing:  5/24/24   7/1/24   7/5/24   7/31/24   8/7/24   9/24/24 
Risk-free interest rate   4.49%   4.44%   4.22%   4.29%   4.00%   3.74%
Expected life   7 years    5 years    5 years    2 years    2 years    10 years 
Expected dividends   0%   0%   0%   0%   0%   0%
Expected volatility   113.10%   113.42%   113.40%   112.87%   112.58%   112.81%
BIOF common stock fair value  $0.061   $0.080   $0.090   $0.073   $0.070   $0.110 

 

The following assumptions were used in calculations of the Black-Scholes option pricing models for determining the fair value of warrants and stock options in the nine months ended September 30, 2023:

 

   2/10/23   2/14/23   3/1/23   3/31/23   4/5/23   4/11/23 
Risk-free interest rate   3.93%   3.77%   4.01%   3.60%   3.30%   3.54%
Expected life   5 years    10 years    10 years    5 years    10 years    5 years 
Expected dividends   0%   0%   0%   0%   0%   0%
Expected volatility   123.25%   123.26%   123.52%   120.71%   119.51%   119.39%
BIOF common stock fair value  $0.159   $0.159   $0.177   $0.166   $0.154   $0.145 

 

   4/26/23   6/5/23   7/13/23   7/26/23   10/16/23   11/1/23   12/27/23 
Risk-free interest rate   3.46%   3.77%   3.93%   3.86%   4.72%   4.67%   3.78%
Expected life   5 years    7 years    5 years    5 years    5 years    5 years    5 years 
Expected dividends   0%   0%   0%   0%   0%   0%   0%
Expected volatility   119.28%   103.20%   90.70%   87.22%   81.19%   81.11%   91.10%
BIOF common stock fair value  $0.165   $0.170   $0.160   $0.160   $0.131   $0.123   $0.106 

 

14
 

 

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 consolidated balance sheet. During the three month period ended September 30, 2024, the Company renewed the leases when they expired. The new lease has a term of five years 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 nine months ending September 30, 2024, and 2023 were $140,926 and $183,536, respectively, which is expensed as part of G&A in the statement of operations.

 

At September 30, 2024, minimum lease payments to be paid by the Company are as follows:

 

      
Remainder of 2024  $18,200 
2025   109,751 
2026   113,043 
2027   116,435 
2028   119,928 
2029   102,426 
Total lease payments   579,783 
Less imputed interest   (118,857)
Present value of lease liabilities   460,926 
Current portion   (69,958)
Long term portion  $390,968 

 

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 the nine-month period ended September 30, 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 again accruing unpaid salaries. CEO Ben Slager is to receive annual salary of $525,000 and CFO Anthony Santelli $325,000. The impact of the increase is included in net income during the nine month period ended September 30, 2024.
  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.
  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.

 

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 three and nine month periods ended September 30, 2024, $100,000 and $100,000, respectively, was recognized as grant income for this grant. The Company anticipates recognizing an additional $1.05 million on this grant over the next 18 months.

 

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:

 

From October 1, 2024 to the date of this filing, the Company issued 30,000 warrants for interest to a related party. The warrants have a 5-year life from the date of issuance and a strike price of $0.15 per share.

 

15
 

 

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, 2023. 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, the Company’s chief executive officer (“CEO”) Ben Slager invented a new reactor technology with a higher yield and a continuous throughput in the Cellulose-to-Sugar process, or CTS, and the Company filed a process patent application for this technology. Mr. Slager has since further developed the system with the technical staff of the Company. The CTS patent was awarded in 2021 in the United States (U.S. Patent No. 10,994,255) and has subsequently been granted in Japan, Canada and El Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, the African Regional Intellectual Property Organization, and the Russian Federation. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received one additional patent in the United States (U.S. Patent No. 11,484,858B2), for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 3 other patents in the United States which are currently pending.

 

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Mr. Slager has since further developed the system with the technical staff of the Company. The patented CTS process is a continuous mechanical/chemical dry process for breaking down cellulosic material for conversion into biofuels. CTS can break down any cellulosic material – including grasses and agricultural waste. The CTS mechanical/chemical process allows for exact process control to ensure that all the material passing through it does so on the optimum reaction parameters through which optimal efficiency is achieved.

 

The new technology made it worthwhile to financially restructure the Company through Chapter 11. The Company voluntarily filed for Chapter 11 on October 22, 2018, in the U.S. Bankruptcy Court in the Southern District of Florida. The Company exited Chapter 11 on September 18, 2019, while keeping all classes, including shareholders, unimpaired. The bankruptcy case was closed on October 25, 2019.

 

CTS is environmentally friendly in that it recycles the water and catalyst, and it has a low carbon footprint: the amount of added atmospheric carbon created by burning the biofuels produced by the CTS system was absorbed by the plant-based feedstock while growing and is merely released back into the atmosphere. No extra CO2 is released into the atmosphere when our biofuels are burned. This is to be distinguished from fossil fuels because new CO2 is released when fossil fuels are burned.

 

The Company believes a significant difference between CTS cellulosic ethanol and corn ethanol is the wide range of abundantly available feedstocks that CTS can process compared to just corn as the feedstock. The CTS feedstocks are nonfood and have much lower costs than corn. In addition, while in corn ethanol only the corn kernels are used, CTS uses the whole plant or its waste products, meaning it could obtain much higher yields per acre.

 

In 2022, the Company partnered with K.R. Komarek to build its CTS machines going forward. Komarek is an industry leading manufacturing company that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour.

 

In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and is in the process of further testing and optimizing the plant. In September 2024, the Company received a $1.15 million grant from the Department of Energy to complete the commercialization of its CTS process. The Company believes that it can optimize the pre and post processing elements at this pilot scale plant to finalize design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems.

 

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

 

Plan of Operation

 

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

 

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.

 

17
 

 

Any new biofuels plant that is built would require various government permits. In particular, renewable fuels are subject to rigorous testing and premarket approval requirements by the EPA’s Office of Transportation and Air Quality and regulatory authorities in other countries. In the U.S., various federal, and, in some cases, state statutes and regulations also govern or impact the manufacturing, safety, storage and use of renewable fuels. The process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations requires the expenditure of resources. The Company anticipates raising the necessary capital for this as a part of its project-based financing.

 

The ethanol industry is competitive with over 200 ethanol plants in the United States alone. Currently, the vast majority use corn as feedstock. Their profitability depends highly on the fluctuations between the price of corn and the price of ethanol. Since the Company does not plan to use corn, and plans on having long-term purchase agreements with cellulosic feedstock suppliers, we anticipate that our profitability will be more consistent. Further, cellulosic biofuels yield much higher incentives than non-cellulosic biofuels.

 

The Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency (EPA), mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers (RINs) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. The EPA’s final D3 RIN volume mandates for cellulosic biofuel include 840 million gallons for 2023, 1.09 billion gallons for 2024, and 1.38 billion gallons for 2025 (the D3 mandate). This mandate has increased every year and is statutorily mandated to increase in the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger and larger quantities. The RFS mandate for 2024 calls for 21.54 billion gallons of total renewable fuel, 15 billion from conventional biofuels (corn ethanol) and 6.54 billion from advanced biofuels, including cellulosic biofuels. The “blend wall” (or upper limit to the amount of ethanol that can be blended into U.S. gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits the total amount of ethanol consumed in the United States. Recent proposals have make 15% blending available year around in some states. The value of the D3 RIN fluctuates, but as of this filing, it is approximately $3.17 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.69. To profit from these incentives, the Company plans to apply for these D3 RIN credits as it brings its first plant into commercial operation.

 

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

 

A Low Carbon Fuel Standard Credit (LCFS) is offered by various states (primarily California) for any amount of reduced CO2 in the production lifecycle of transportation fuels as compared to the amount of CO2 emitted in the production lifecycle of fossil fuels. The production lifecycle includes transportation costs to the point of use. California is currently offering around $66 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

 

At commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable aviation fuel, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol producers. Cellulosic ethanol comes with a much more valuable D3 RIN credit as compared to the D6 RIN allocated to corn ethanol; cellulosic SAF comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN. The Company also expects to receive Clean Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon Fuel Standard Credits.

 

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.

 

18
 

 

Capital Formation

 

From January 1, 2024, through the date of filing, the Company issued an aggregate of 114,545 shares of its common stock for services valued at $10,094.

 

From January 1, 2024, through the date of filing, the Company issued an aggregate of 177,500 warrants for services valued at $11,844 and 150,000 warrants for interest with a fair value of $9,947.

 

From January 1, 2024, through the date of filing, 4,025,000 previously issued options vested. During the nine months ended September 30, 2024, the Company recognized additional stock-based compensation of $45,527  in connection with modification of the exercise price of 7,475,000 vested options.

 

From January 1, 2024, through the date of filing, 3,397,981 warrants expired or were cancelled.

 

Going Concern

 

The Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital. As of September 30, 2024, the Company had a working capital deficit of $1,743,047 and had incurred accumulated losses of $55,466,394 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. As a result, there is substantial doubt about the Company’s ability to continue as a going concern based upon recurring operating losses and its need to obtain additional financing to sustain operations. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses.

 

Results of Operations

 

Comparison of the three and nine month period ended September 30, 2024 to September 30, 2023

 

For the three and nine months ended September 30, 2024, the Company recognized $0 in revenue as opposed to $0 in 2023.

 

For the three months ended September 30, 2024, the Company’s general and administrative expenses increased by $17,821 to $236,981 from $219,160 in 2023. This increase is primarily the result of $42,552 in accounting expenses in 2024 versus $5,500 in 2023.

 

For the nine months ended September 30, 2024, the Company’s general and administrative expenses decreased by $162,235 to $781,718 from $943,953 in 2023. This decrease is primarily the result of $53,262 in stock-based compensation expense in 2024 versus $169,382 in 2023, and advertising and promotion declining to $0 in 2024 from $46,579 in 2023.

 

Interest expense decreased in the quarter ended September 30, 2024 by $22,026 to $3,635 from $25,661 in 2023. Interest expense decreased in the nine-month period ended September 30, 2024 by $16,574 to $54,569 from $71,143.

 

Research and development (R&D) costs for the quarter ended September 30, 2024, were $410,805, an increase of $117,131 from $293,674 in 2023. The increase in R&D expenses is primarily the result of equity-based compensation of $127,446 in 2024 versus $0 in 2023.

 

Research and development (R&D) costs for the nine months ended September 30, 2024 were $1,309,829, a decrease of $431,489 from $1,741,318 in 2023. The decrease in R&D expenses is primarily the result of a decrease in bonuses to $0 from $276,930 in 2023, and equity-based compensation of $390,739 from $467,646 in 2023.

 

Liquidity and Capital Resources

 

Liquidity

 

As of September 30, 2024, the Company had $149,366 in cash and cash equivalents, and total stockholders’ equity on September 30, 2024, was negative $2,511,937. As of December 31, 2023, the Company had $41,008 in cash and cash equivalents, and total stockholders’ deficit at December 31, 2023, was $3,561,082. Total debt, including convertible notes, accounts payable and other notes payable at September 30, 2024, together with interest payable thereon and legacy liabilities, was $4,001,000 a decrease of $590,301 from December 31, 2023, where it stood at $4,591,301. This decrease is primarily attributable to the cancellation of $2,417,502 in legacy debt related to the Company’s restructuring, offset by an increased in deferred compensation of $718,625.

 

During the nine months ended September 30, 2024, the Company’s net cash used in operating activities decreased by $702,065 to $792,412 from $1,494,478 in the nine months ending September 30, 2023. This is primarily attributed to the extinguishment of debt of $2,417,502 in 2024 versus nil in 2023, offset by an increase in deferred wages to $718,625 from $366,988 in 2023.

 

19
 

 

During the nine months ended September 30, 2024, the Company’s investing activities used $29,230 in cash, as compared to $307,782 in the first nine months of 2023. This can be primarily attributed to capitalizing $282,038 used to purchase machinery and equipment for a pilot plant in 2023, as compared to $0 in 2024.

 

During the nine months ended September 30, 2024, the Company generated an aggregate of $930,000 through its financing activities versus $1,675,022 in the nine months ended September 30, 2023, which is a decrease of $745,022. This decrease from the prior year can primarily be attributed to net proceeds of $1,002,772 for the issuance of common stock in 2023 and $97,250 from the exercise of warrants and options, versus $0 for both in 2024.

 

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 2024 the Company has raised $930,000 through the issuance of convertible notes and $0 through the issuance of shares and the exercise of warrants. The Company previously raised $16,963,625 in shares and $1,970,916 through converted notes and $700,000 in debt or convertible notes since inception. However, there is no guarantee that the company will be able to raise any additional capital on terms acceptable to the Company.

 

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 September 30, 2024, shareholders’ deficit was $2,511,937.

 

There were 305,678,008 shares of common stock issued and outstanding as of September 30, 2024.

 

There were no preferred shares outstanding.

 

The Company has paid no dividends.

 

20
 

 

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 September 30, 2024. 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 September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

21
 

 

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, 2024, 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
Vestech Securities  01/26/24  Common Stock   52,500   Professional Services
Tito Sanchez  04/25/24  Common Stock   62,045   Professional Services
Steven Sadaka  07/01/24  Common Stock   312,500   Note Conversion
Anthony Santelli, Sr.  09/30/24  Common Stock   1,875,000   Note Conversions
Mark Monahan  09/30/24  Common Stock   625,000   Note Conversion

 

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.

 

22
 

 

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
     
2.1   Chapter 11 Plan of Reorganization (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
     
2.2   Chapter 11 Disclosure Statement (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
     
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 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
     
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   Lease Agreement (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 Ben Slager (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
     
10.3   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
     
10.4   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)

 

23
 

 

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 November 4, 2024
     
  By /s/ Anthony Santelli
    Anthony Santelli
    Chief Financial Officer (Principal Financial and Accounting Officer)
     
  Date November 4, 2024

 

24

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Benjamin Slager, certify that:

 

  1. I have reviewed this quarterly report on Form 10Q of Blue Biofuels, Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
       
    a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
       
    b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
       
    c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
       
    d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
       
  5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
       
    a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
       
    b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 4, 2024

 

/s/ Benjamin Slager  
Benjamin Slager  

Chief Executive Officer

(Principal Executive Officer)

  

 

 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Anthony Santelli, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Blue Biofuels, Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
       
    a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
       
    b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
       
    c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
       
    d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
       
  5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
       
    a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
       
    b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 4, 2024

 

/s/ Anthony Santelli  
Anthony Santelli  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Benjamin Slager, the Chief Executive Officer of Blue Biofuels, Inc (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement this 4th day of November, 2024.

 

  /s/ Benjamin Slager
  Benjamin Slager
 

Chief Executive Officer

(Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to Blue Biofuels, Inc. and will be retained by Blue Biofuels, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Anthony Santelli, the Chief Financial Officer of Blue Biofuels, Inc. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement this 4th day of November, 2024.

 

  /s/ Anthony Santelli
  Anthony Santelli
 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906 has been provided to Blue Biofuels, Inc. and will be retained by Blue Biofuels, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.24.3
Cover - $ / shares
 9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-54942  
Entity Registrant Name BLUE BIOFUELS, INC.  
Entity Central Index Key 0001549145  
Entity Tax Identification Number 45-4944960  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 3710 Buckeye Street  
Entity Address, Address Line Two Suite 120  
Entity Address, City or Town Palm Beach Gardens  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33410  
City Area Code (888)  
Local Phone Number 607-3555  
Title of 12(b) Security Common Stock par value $0.001  
Trading Symbol BIOF  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   305,678,008
Entity Listing, Par Value Per Share $ 0.001  
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and Cash Equivalents $ 149,366 $ 41,008
Prepaid Expenses 66,989 35,750
TOTAL CURRENT ASSETS 216,355 76,758
Other Assets    
Property and Equipment, net of accumulated depreciation and amortization of $332,224 and $243,089 at September 30, 2024 and December 31,2023, respectively 498,173 587,308
Security Deposits 30,276 30,276
Right of Use Assets, net of accumulated amortization 460,242 81,091
Patents and Trademarks 284,017 254,786
TOTAL OTHER ASSETS 1,272,708 953,461
TOTAL ASSETS 1,489,063 1,030,219
Current Liabilities    
Right of Use Lease Liability - Current 69,958 85,983
Interest Payable - Related Party 185,703 143,406
TOTAL CURRENT LIABILITIES 1,959,402 1,503,169
Long Term Liabilities    
Right of Use Lease Liability - Long Term 390,968
Legacy Notes Payable — Other 120,000 216,570
TOTAL LONG TERM LIABILITIES 2,041,598 3,088,132
TOTAL LIABILITIES 4,001,000 4,591,301
COMMITMENTS AND CONTINGENCIES (Note 8)
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; 305,678,008 issued and outstanding at September 30, 2024, and 302,750,963 shares issued and outstanding at December 31, 2023. 305,678 302,751
Additional paid-in capital 52,648,779 51,972,947
Accumulated deficit (55,466,394) (55,836,780)
TOTAL STOCKHOLDERS’ DEFICIT (2,511,937) (3,561,082)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 1,489,063 1,030,219
Nonrelated Party [Member]    
Current Liabilities    
Accounts Payable 9,134 22,798
Convertible Notes Payable 75,000
Long Term Liabilities    
Convertible Notes Payable 50,000
Related Party [Member]    
Current Liabilities    
Accounts Payable 72,670 72,670
Deferred Wages and Directors Fees - Related Party 1,546,937 828,312
Convertible Notes Payable 350,000
Long Term Liabilities    
Notes Payable – Related Party 1,140,000
Convertible Notes Payable 190,000 300,000
Legacy Notes Payable — Related Party $ 200,630 $ 2,521,562
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Property and equipment, net of accumulated depreciation and amortization $ 332,224 $ 243,089
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 305,678,008 302,750,963
Common stock, shares outstanding 305,678,008 302,750,963
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Related Party Transaction [Line Items]        
Revenues
Operating expense:        
General and administrative 236,981 219,160 781,718 943,953
Research and development 410,805 293,674 1,309,829 1,741,318
Loss on disposal of assets 1,000 369
Total operating expenses 647,786 512,834 2,092,547 2,685,640
Loss from operations: (647,786) (512,834) (2,092,547) (2,685,640)
Other (income) expense:        
Grants income (100,000) (206,500) (100,000) (206,500)
Gain on extinguishment of debt (2,417,502) (2,417,502)
Interest expense - other 206 2,443 2,325 7,431
Total other (income) expense (2,513,867) (180,839) (2,462,933) (135,357)
Income (Loss) before provisions for income taxes 1,866,081 (331,995) 370,386 (2,550,283)
Provisions for income taxes  
Net Income (Loss): $ 1,866,081 $ (331,995) $ 370,386 $ (2,550,283)
Net income (loss) per basic share $ 0.006 $ (0.001) $ 0.001 $ (0.008)
Net income (loss) per share, fully diluted $ 0.006 $ (0.001) $ 0.001 $ (0.008)
Weighted average common shares outstanding        
Basic 303,143,362 299,750,654 302,938,045 299,750,654
Diluted 316,851,770 299,750,654 317,159,087 299,750,654
Related Party [Member]        
Other (income) expense:        
Interest expense - related party $ 3,429 $ 23,218 $ 52,244 $ 63,712
v3.24.3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 289,942 $ 50,134,727 $ (52,781,586) $ (2,356,917)
Balance, shares at Dec. 31, 2022 289,941,623      
Issuance of common stock for services $ 140 23,860 24,000
Issuance of common stock for services, shares 140,000      
Issuance of common stock and warrants for cash through PPM $ 3,885 578,865 582,750
Issuance of common stock and warrants for cash through PPM, shares 3,884,998      
Warrants exercised $ 5,450 66,800 72,250
Warrants exercised, shares 5,450,148      
Vesting of options under the employee, director plan 391,297 391,297
Net Income (Loss) (1,064,090) (1,064,090)
Balance at Mar. 31, 2023 $ 299,417 51,195,549 (53,845,676) (2,350,710)
Balance, shares at Mar. 31, 2023 299,416,769      
Balance at Dec. 31, 2022 $ 289,942 50,134,727 (52,781,586) (2,356,917)
Balance, shares at Dec. 31, 2022 289,941,623      
Issuance of common stock for services       $ 29,300
Issuance of common stock for services, shares       174,194
Net Income (Loss)       $ (2,550,283)
Balance at Sep. 30, 2023 $ 302,751 51,936,715 (55,331,870) (3,092,403)
Balance, shares at Sep. 30, 2023 302,750,963      
Balance at Mar. 31, 2023 $ 299,417 51,195,549 (53,845,676) (2,350,710)
Balance, shares at Mar. 31, 2023 299,416,769      
Issuance of common stock for services $ 34 5,266 5,300
Issuance of common stock for services, shares 34,194      
Issuance of common stock and warrants for cash through PPM $ 633 94,389 95,022
Issuance of common stock and warrants for cash through PPM, shares 633,334      
Warrants exercised $ 500 24,500 25,000
Warrants exercised, shares 500,000      
Vesting of options under the employee, director plan 245,732 245,732
Net Income (Loss) (1,154,199) (1,154,199)
Issuance of warrants for services 42,634 42,634
Balance at Jun. 30, 2023 $ 300,584 51,608,069 (54,999,875) (3,091,221)
Balance, shares at Jun. 30, 2023 300,584,297      
Issuance of common stock and warrants for cash through PPM $ 2,167 322,833 325,000
Issuance of common stock and warrants for cash through PPM, shares 2,166,666      
Net Income (Loss)     (331,995) (331,995)
Issuance of warrants for services 5,813 5,813
Balance at Sep. 30, 2023 $ 302,751 51,936,715 (55,331,870) (3,092,403)
Balance, shares at Sep. 30, 2023 302,750,963      
Balance at Dec. 31, 2023 $ 302,751 51,972,947 (55,836,780) (3,561,082)
Balance, shares at Dec. 31, 2023 302,750,963      
Issuance of common stock for services $ 52 4,148 4,200
Issuance of common stock for services, shares 52,500      
Vesting of options under the employee, director plan 279,248 279,248
Net Income (Loss) (946,872) (946,872)
Issuance of warrants for services 5,494 5,494
Balance at Mar. 31, 2024 $ 302,803 52,261,837 (56,783,652) (4,219,012)
Balance, shares at Mar. 31, 2024 302,803,463      
Balance at Dec. 31, 2023 $ 302,751 51,972,947 (55,836,780) (3,561,082)
Balance, shares at Dec. 31, 2023 302,750,963      
Issuance of common stock for services       $ 10,094
Issuance of common stock for services, shares       114,545
Net Income (Loss)       $ 370,386
Issuance of shares on the conversion of debt ,shares 2,812,500      
Balance at Sep. 30, 2024 $ 305,678 52,648,779 (55,466,394) (2,511,937)
Balance, shares at Sep. 30, 2024 305,678,008      
Balance at Mar. 31, 2024 $ 302,803 52,261,837 (56,783,652) (4,219,012)
Balance, shares at Mar. 31, 2024 302,803,463      
Issuance of common stock for services $ 62 5,832 5,894
Issuance of common stock for services, shares 62,045      
Vesting of options under the employee, director plan 29,767 29,767
Net Income (Loss) (548,823) (548,823)
Issuance of warrants for services 3,094 3,094
Issuance of warrants for interest 6,518 6,518
Cancelling warrants for services (29,991) (29,991)
Balance at Jun. 30, 2024 $ 302,865 52,277,057 (57,332,475) (4,752,553)
Balance, shares at Jun. 30, 2024 302,865,508      
Vesting of options under the employee, director plan   134,987   134,987
Net Income (Loss) 1,866,081 1,866,081
Issuance of warrants for services 3,256 3,256
Issuance of warrants for interest 3,429 3,429
Repricing of warrants for services 7,863 7,863
Issuance of shares on the conversion of debt 2,813 222,187 $ 225,000
Issuance of shares on the conversion of debt ,shares       2,812,500
Balance at Sep. 30, 2024 $ 305,678 $ 52,648,779 $ (55,466,394) $ (2,511,937)
Balance, shares at Sep. 30, 2024 305,678,008      
v3.24.3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - shares
 3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]          
Vesting of options previously issued under employee director plan 1,100,000 1,050,000 1,875,000   2,000,000
Warrants issued for services 50,000 40,000 87,500 50,000 314,000
Warrants issued for interest 50,000 100,000      
Warrants cancelling for services   350,000      
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net income (loss) $ 370,386 $ (2,550,283)
Reconciliation of net income (loss) to net cash used in operating activities    
Depreciation and amortization 89,135 89,526
Stock based compensation for services 443,811 714,774
Issuance of warrants for interest 9,947
Gain on extinguishment of debt (2,417,502)
Loss on disposal of assets 1,000 369
Changes in operating assets and liabilities    
Prepaid expenses (31,239) 4,910
Grants receivable (130,835)
Interest payable - related party 42,297 43,986
Accounts payable and accrued liabilities (13,664) (36,436)
Right of use lease (4,209) 2,525
Net cash used in operating activities (791,412) (1,494,478)
Cash flows from investing activities    
Net purchase of property and equipment (282,038)
Patent and trademark costs (30,230) (25,744)
Net cash used in investing activities (30,230) (307,782)
Cash flows from financing activities    
Repayment of debt (50,000)
Proceeds from exercise of warrants and options 97,250
Proceeds from the issuance of convertible notes - RP 680,000 625,000
Proceeds from the issuance of convertible notes - other 250,000
Proceeds from issuance of common stock 1,002,772
Net cash provided by financing activities 930,000 1,675,022
Net increase (decrease) in cash and cash equivalents 108,358 (127,238)
Cash and cash equivalents at beginning of the period 41,008 211,901
Cash and cash equivalents at end of the period 149,366 84,663
Non-cash Financing and Investing Activities    
Recognition of Operating lease liability and right-of-use asset 452,132
Conversion of convertible debenture to common stock 225,000
Related Party [Member]    
Changes in operating assets and liabilities    
Deferred wages and directors’ fees — related party $ 718,625 $ 366,986
v3.24.3
ORGANIZATION
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION

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.

 
v3.24.3
GOING CONCERN
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 2 – GOING CONCERN

 

The accompanying condensed consolidated 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 September 30, 2024, the Company has incurred accumulated losses of $55,466,394. 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.

 
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

 

Operating results for the nine months ended September 30, 2024, may not be indicative of full year 2024 results.

 

In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of September 30, 2024, and our results of operations, changes in stockholders’ equity (deficit) and cash flows for the nine months ended September 30, 2024 and 2023.

 

Stock Based Compensation

 

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of Financial Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation”. Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718. Forfeitures are recognized as they occur.

 

Stock-based compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instrument. The fair value of the common stock is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Daily Yield Curve Rate.

 

Research and Development

 

The Company expenses all research and development costs as incurred. For the three and nine months ended September 30, 2024, the amounts charged to research and development expenses were $410,805 and $1,309,829, respectively. For the three and nine months ended September 30, 2023, the amounts charged to research and development expenses were $293,674 and $1,741,318, respectively.

 

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.

 

Dilutive options and warrants totaling 13,708,408 and 14,221,042 for the three and nine months ended September 30, 2024, respectively, were included in diluted weighted average shares due to various options and warrants having their exercise prices lower than the average trading price of the Company’s common stock for the periods. For the three and nine months ended September 30, 2023, due to net losses, all potential dilutive securities are antidilutive.

 

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

 

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.

 
v3.24.3
PROPERTY AND EQUIPMENT
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

PROPERTY AND EQUIPMENT  Life  September 30, 2024   December 31, 2023 
Building and Improvements  15  $9,370   $9,370 
Machinery and Equipment  10   795,606    795,606 
Furniture and Fixtures  5   13,596    13,596 
Computer Equipment  3   11,825    11,825 
Property and Equipment, gross     $830,397   $830,397 
Less Accumulated Depreciation      (332,224)   (243,089)
Property and Equipment     $498,173   $587,308 

 

Total depreciation expense was $89,135 and $89,526 for the nine months ended September 30, 2024 and September 30, 2023, respectively.

 
v3.24.3
PATENTS AND TRADEMARKS
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
PATENTS AND TRADEMARKS

NOTE 5 – PATENTS AND TRADEMARKS

 

The Company has been granted one patent on its technology and one continuation patent, has filed for three others that are pending, and has also applied for international patents. The Company has capitalized the legal and filing fees of $284,017 and $254,786 as of September 30, 2024 and December 31, 2023, respectively.

 
v3.24.3
DEBT
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
DEBT

NOTE 6 – DEBT

 

Convertible Notes Payable – Related Parties

 

During 2023, the Company entered into several convertible note agreements with Chris Kneppers, a director of the Company, that had a combined balance of $460,000 as of December 31, 2023. These notes bore interest at 10% and were convertible into shares of the Company’s common stock at rates that ranged from $0.13 to $0.25 per share. A portion of the notes were due to be paid or automatically converted in 2024. The remaining were to be paid if the Company completed a capital raise of at least $5.0 million.

 

In the first half of 2024, the Company borrowed an additional $680,000 from Mr. Kneppers. These notes were non-interest bearing and were initially due 13 months after issuance. On June 22, 2024, the terms of all of the convertible notes due to Mr. Kneppers were modified. Under the modification, 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.

 

Accrued interest on Mr. Kneppers notes was $35,151 at December 31, 2023. An additional $11,500 was recognized during the three months ended March 31, 2024 and the payable balance is $46,651 at September 30, 2024. In connection with modification of the terms of all of Mr. Kneppers notes, interest stopped accruing on March 31, 2024. 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.

 

 

On November 11, 2023, and also on July 7, 2023, the Company entered into two long-term convertible notes with board member Edmund Burke, with a total principal balance of $15,000 and $25,000, respectively, that are to be repaid when the Company receives an equity investment of at least $3 million. Otherwise, the notes accrue warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants. The notes may convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares.

 

In April 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $150,000, that is to be repaid when the Company receives an equity investment of at least $1.5 million. Otherwise, the note accrues warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest. The note may convert into common stock at $0.13/share at the option of the holder for a total of 1,153,846 shares.

 

Legacy Notes Payable – Related Party

 

On May 31, 2019, the Company entered into an agreement with Chris and Pamela Jemapete such that its debt of $100,630 shall be repaid by the Company out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization, which was confirmed by the Court on September 18, 2019. The debt bears no interest.

 

On May 20, 2019, the Company entered into an agreement with Steven Sadaka such that the $100,000 owed to him shall be repaid out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed on September 18, 2019.

 

Between November 30, 2018 and December 14, 2018, the Company entered into agreements to renegotiate various debts owed to founders and related parties. These agreements were subject to the Bankruptcy Court’s plan confirmation (the Plan). The Plan, which was confirmed by the Court on September 18, 2019, indicated that the debt to Mark Koch shall be $240,990; the debt to Animated Family Films $579,942; and the debt to Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million. In accordance with the terms of the Plan, all these notes were discharged on the five year anniversary of the Court’s confirmation - September 18, 2024. The Company recognized a gain on the extinguishment of debt of $2,417,502 during the three and nine month periods ended September 30, 2024. No balance associated with these notes remains due.

 

Convertible Notes Payable – Other

 

In the first half of 2024, the Company had issued convertible notes to 4 different individuals totaling $250,000. These notes carry no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per share plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 3,125,000 shares and warrants. During the three-month period ended September 30, 2024, $225,000 of these notes converted into 2,812,500 shares of the Company’s common stock and 2,812,500 warrants (see Note 7).

 

In December 2023, the Company issued a convertible note to one individual for $50,000. This note carries no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 625,000 shares and warrants.

 

At September 30, 2024, the balance of convertible notes payable – other is $75,000. The notes are due in the first quarter of 2025, or automatically convert in accordance with terms if not paid.

 

 

Legacy Notes Payable – Other

 

On March 19, 2019, the Company entered into an agreement with Lucas Hoppel, such that its combined debt on two notes shall be reduced to $100,000 without interest. The sum shall be repaid by the Company out of 5% of future gross revenues, within 30 days after the end of the first calendar quarter in which the Company has revenue. This agreement was subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019.

 

On March 27, 2019, the Company entered into an agreement with another creditor, such that its debt will be reduced from $32,000 to $20,000 payable out of future gross revenues, upon the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019.

 

On November 30, 2018, the Company entered into an agreement with a third party such that its debt will be reduced to $96,570 to be paid with no interest out of 50% of the future net profits of the Company. The Company’s Plan of reorganization confirmed by the bankruptcy Court on September 18, 2019, stipulated that this debt is discharged to the extent unpaid five years from the date of Plan confirmation, or on September 18, 2024.

 

A summary of all debts indicated in the Notes above is as follows:

 

Notes Payable  September 30, 2024   December 31, 2023 
Short Term Convertible Note – Related Party  $-   $350,000 
Short Term Convertible Notes — Other   75,000    - 
Long Term Convertible Notes — Other   -    50,000 
Long Term Convertible Notes Payable – Related Party   190,000    300,000 
Long-Term Notes Payable – Related Party   1,140,000    - 
Long Term Notes Payable from future revenue — Related Party   200,630    200,630 
Long Term Notes Payable from future revenue — Other   120,000    120,000 
Long-Term Notes Payable expiring on September 18, 2024 — Related Party   -    2,320,932 
Long Term Notes Payable expiring on September 18, 2024 — Other   -    96,570 
TOTAL NOTES  $1,725,630   $3,438,132 

 

Of the $1,725,630 payable as of September 30, 2024, none is payable in cash at a specific point in time. $1,330,000 is due only after achieving certain milestones. $320,630 is due out of future revenue with no specific due date. $75,000 of short-term notes due to unrelated parties automatically converts into equity if not repaid within 13 months of issue.

 

At September 30, 2024, there are $265,000 in convertible notes that, if converted, would convert into 2,399,038 shares and 937,500 warrants.

 

 
v3.24.3
STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

 

The total number of shares of capital stock, which the Company has authority to issue, is 1,010 million, 1 billion of which are designated as common stock at $0.001 par value (the “Common Stock”) and 10 million of which are designated as preferred stock par value $0.001 (the “Preferred Stock”). As of September 30, 2024, the Company had 305,678,008 shares of Common Stock issued and outstanding and no shares of Preferred Stock were issued. Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. The Company has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.

 

During the nine months ended September 30, 2024 and 2023, the Company issued an aggregate of 114,545 and 174,194 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 $10,094 and $29,300, respectively.

 

During the nine months ended September 30, 2024 in connection with the conversion of debt with a balance of $225,000, the Company issued 2,812,500 share of its common stock and 2,812,500 warrants with an exercise price $0.10 and term of five years. See Note 6.

 

Warrants:

During the nine-month period ended September 30, 2024 and 2023, the Company issued 177,500 and 364,000 warrants for services with a fair value of $11,844 and $48,447, respectively. During the nine month period ended September 30, 2024 and 2023, the Company issued 150,000 and nil warrants for interest with a fair value of $9,947 and $nil, respectively, on a convertible notes payable to a related party (see Note 6). The fair value of these warrants was determined using the Black-Scholes pricing model.

 

A summary of warrant activity for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

 

   Warrants 
Outstanding, December 31, 2022   24,388,458 
Issued in connection with:     
Services   614,000 
Debt-related interest and financing costs   180,000 
Private Placement   6,684,998 
Exercised   (5,450,148)
Expired or cancelled   (2,401,332)
Outstanding December 31, 2023   24,015,976 
Issued in connection with:     
Services   177,500 
Debt-related interest and financing costs   150,000 
Debt conversion   2,812,500 
Exchanged for stock option   1,250,000 
Expired or cancelled   (3,397,981)
Outstanding, September 30, 2024   25,007,995 

 

Warrants outstanding at September 30, 2024 have a weighted average exercise price of $0.22 and a weighted average remaining term of 3.4 years.

 

Stock Options:

 

During the nine-month period ended September 30, 2024 and 2023, the Company recognized $444,002 and $637,029 of stock based compensation, respectively. Of this amount in 2024, $140,768 related to the repricing of certain stock options to a lower exercise price.

 

 

A summary of option activity for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

 

   Options 
Outstanding, December 31, 2022   51,080,000 
Granted   18,150,000 
Exercised   (500,000)
Expired or Forfeited   (7,175,000)
Outstanding December 31, 2023   61,555,000 
Granted   3,000,000 
Exercised   - 
Exchanged for warrants   (1,250,000)
Expired or Forfeited   - 
Outstanding, September 30, 2024   63,305,000 
Vested, September 30, 2024   30,955,000 

 

The weighted average exercise price of outstanding and vested options is $0.08 and $0.11, respectively. The weighted average remaining life of outstanding and vested options is 6.6 years and 5.8 years, respectively. At September 30, 2024, outstanding vested options had an intrinsic value of $951,718, and the total intrinsic value of all options is $3,050,283.

 

At September 30, 2024, remaining compensation to be recognized as future vesting of stock options is approximately $4.2 million of which approximately $0.1 million will vest over the next year and approximately $4.1 million will vest upon the probability of achieving performance milestone criteria.

 

Black Scholes Model Variables:

 

The fair value associated with warrants and options issued or modified during the nine months ended September 30, 2024 were valued on the date of issuance or modification. The following assumptions were used in calculations of the Black-Scholes option pricing models for determining the fair value of warrants and stock options in the nine months ended September 30, 2024:

 

Date of Grant/Repricing:  1/2/24   1/8/24   3/28/24   4/25/24   4/26/24 
Risk-free interest rate   3.93%   4.01%   4.20%   4.70%   4.68%
Expected life   5 years    5 years    5 years    5 years    5 years 
Expected dividends   0%   0%   0%   0%   0%
Expected volatility   91.92%   92.01%   89.73%   113.65%   113.72%
BIOF common stock fair value  $0.083   $0.095   $0.105   $0.095   $0.086 

 

Date of Grant/Repricing:  5/24/24   7/1/24   7/5/24   7/31/24   8/7/24   9/24/24 
Risk-free interest rate   4.49%   4.44%   4.22%   4.29%   4.00%   3.74%
Expected life   7 years    5 years    5 years    2 years    2 years    10 years 
Expected dividends   0%   0%   0%   0%   0%   0%
Expected volatility   113.10%   113.42%   113.40%   112.87%   112.58%   112.81%
BIOF common stock fair value  $0.061   $0.080   $0.090   $0.073   $0.070   $0.110 

 

The following assumptions were used in calculations of the Black-Scholes option pricing models for determining the fair value of warrants and stock options in the nine months ended September 30, 2023:

 

   2/10/23   2/14/23   3/1/23   3/31/23   4/5/23   4/11/23 
Risk-free interest rate   3.93%   3.77%   4.01%   3.60%   3.30%   3.54%
Expected life   5 years    10 years    10 years    5 years    10 years    5 years 
Expected dividends   0%   0%   0%   0%   0%   0%
Expected volatility   123.25%   123.26%   123.52%   120.71%   119.51%   119.39%
BIOF common stock fair value  $0.159   $0.159   $0.177   $0.166   $0.154   $0.145 

 

   4/26/23   6/5/23   7/13/23   7/26/23   10/16/23   11/1/23   12/27/23 
Risk-free interest rate   3.46%   3.77%   3.93%   3.86%   4.72%   4.67%   3.78%
Expected life   5 years    7 years    5 years    5 years    5 years    5 years    5 years 
Expected dividends   0%   0%   0%   0%   0%   0%   0%
Expected volatility   119.28%   103.20%   90.70%   87.22%   81.19%   81.11%   91.10%
BIOF common stock fair value  $0.165   $0.170   $0.160   $0.160   $0.131   $0.123   $0.106 

 

 
v3.24.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

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 consolidated balance sheet. During the three month period ended September 30, 2024, the Company renewed the leases when they expired. The new lease has a term of five years 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 nine months ending September 30, 2024, and 2023 were $140,926 and $183,536, respectively, which is expensed as part of G&A in the statement of operations.

 

At September 30, 2024, minimum lease payments to be paid by the Company are as follows:

 

      
Remainder of 2024  $18,200 
2025   109,751 
2026   113,043 
2027   116,435 
2028   119,928 
2029   102,426 
Total lease payments   579,783 
Less imputed interest   (118,857)
Present value of lease liabilities   460,926 
Current portion   (69,958)
Long term portion  $390,968 

 
v3.24.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

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 the nine-month period ended September 30, 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 again accruing unpaid salaries. CEO Ben Slager is to receive annual salary of $525,000 and CFO Anthony Santelli $325,000. The impact of the increase is included in net income during the nine month period ended September 30, 2024.
  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.
  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.

 
v3.24.3
GRANT INCOME
 9 Months Ended
Sep. 30, 2024
Grant Income  
GRANT INCOME

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 three and nine month periods ended September 30, 2024, $100,000 and $100,000, respectively, was recognized as grant income for this grant. The Company anticipates recognizing an additional $1.05 million on this grant over the next 18 months.

 
v3.24.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

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:

 

From October 1, 2024 to the date of this filing, the Company issued 30,000 warrants for interest to a related party. The warrants have a 5-year life from the date of issuance and a strike price of $0.15 per share.
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

 

Operating results for the nine months ended September 30, 2024, may not be indicative of full year 2024 results.

 

In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of September 30, 2024, and our results of operations, changes in stockholders’ equity (deficit) and cash flows for the nine months ended September 30, 2024 and 2023.

 
Stock Based Compensation

Stock Based Compensation

 

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of Financial Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation”. Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718. Forfeitures are recognized as they occur.

 

Stock-based compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instrument. The fair value of the common stock is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Daily Yield Curve Rate.

 
Research and Development

Research and Development

 

The Company expenses all research and development costs as incurred. For the three and nine months ended September 30, 2024, the amounts charged to research and development expenses were $410,805 and $1,309,829, respectively. For the three and nine months ended September 30, 2023, the amounts charged to research and development expenses were $293,674 and $1,741,318, respectively.

 
Net Income (Loss) per Common Share

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.

 

Dilutive options and warrants totaling 13,708,408 and 14,221,042 for the three and nine months ended September 30, 2024, respectively, were included in diluted weighted average shares due to various options and warrants having their exercise prices lower than the average trading price of the Company’s common stock for the periods. For the three and nine months ended September 30, 2023, due to net losses, all potential dilutive securities are antidilutive.

 
Grant Income

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

Recent Accounting Pronouncements

 

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.
v3.24.3
PROPERTY AND EQUIPMENT (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

 

PROPERTY AND EQUIPMENT  Life  September 30, 2024   December 31, 2023 
Building and Improvements  15  $9,370   $9,370 
Machinery and Equipment  10   795,606    795,606 
Furniture and Fixtures  5   13,596    13,596 
Computer Equipment  3   11,825    11,825 
Property and Equipment, gross     $830,397   $830,397 
Less Accumulated Depreciation      (332,224)   (243,089)
Property and Equipment     $498,173   $587,308 
v3.24.3
DEBT (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF NOTES PAYABLE

A summary of all debts indicated in the Notes above is as follows:

 

Notes Payable  September 30, 2024   December 31, 2023 
Short Term Convertible Note – Related Party  $-   $350,000 
Short Term Convertible Notes — Other   75,000    - 
Long Term Convertible Notes — Other   -    50,000 
Long Term Convertible Notes Payable – Related Party   190,000    300,000 
Long-Term Notes Payable – Related Party   1,140,000    - 
Long Term Notes Payable from future revenue — Related Party   200,630    200,630 
Long Term Notes Payable from future revenue — Other   120,000    120,000 
Long-Term Notes Payable expiring on September 18, 2024 — Related Party   -    2,320,932 
Long Term Notes Payable expiring on September 18, 2024 — Other   -    96,570 
TOTAL NOTES  $1,725,630   $3,438,132 
v3.24.3
STOCKHOLDERS’ EQUITY (Tables)
 9 Months Ended
Sep. 30, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]  
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION

The fair value associated with warrants and options issued or modified during the nine months ended September 30, 2024 were valued on the date of issuance or modification. The following assumptions were used in calculations of the Black-Scholes option pricing models for determining the fair value of warrants and stock options in the nine months ended September 30, 2024:

 

Date of Grant/Repricing:  1/2/24   1/8/24   3/28/24   4/25/24   4/26/24 
Risk-free interest rate   3.93%   4.01%   4.20%   4.70%   4.68%
Expected life   5 years    5 years    5 years    5 years    5 years 
Expected dividends   0%   0%   0%   0%   0%
Expected volatility   91.92%   92.01%   89.73%   113.65%   113.72%
BIOF common stock fair value  $0.083   $0.095   $0.105   $0.095   $0.086 

 

Date of Grant/Repricing:  5/24/24   7/1/24   7/5/24   7/31/24   8/7/24   9/24/24 
Risk-free interest rate   4.49%   4.44%   4.22%   4.29%   4.00%   3.74%
Expected life   7 years    5 years    5 years    2 years    2 years    10 years 
Expected dividends   0%   0%   0%   0%   0%   0%
Expected volatility   113.10%   113.42%   113.40%   112.87%   112.58%   112.81%
BIOF common stock fair value  $0.061   $0.080   $0.090   $0.073   $0.070   $0.110 

 

The following assumptions were used in calculations of the Black-Scholes option pricing models for determining the fair value of warrants and stock options in the nine months ended September 30, 2023:

 

   2/10/23   2/14/23   3/1/23   3/31/23   4/5/23   4/11/23 
Risk-free interest rate   3.93%   3.77%   4.01%   3.60%   3.30%   3.54%
Expected life   5 years    10 years    10 years    5 years    10 years    5 years 
Expected dividends   0%   0%   0%   0%   0%   0%
Expected volatility   123.25%   123.26%   123.52%   120.71%   119.51%   119.39%
BIOF common stock fair value  $0.159   $0.159   $0.177   $0.166   $0.154   $0.145 

 

   4/26/23   6/5/23   7/13/23   7/26/23   10/16/23   11/1/23   12/27/23 
Risk-free interest rate   3.46%   3.77%   3.93%   3.86%   4.72%   4.67%   3.78%
Expected life   5 years    7 years    5 years    5 years    5 years    5 years    5 years 
Expected dividends   0%   0%   0%   0%   0%   0%   0%
Expected volatility   119.28%   103.20%   90.70%   87.22%   81.19%   81.11%   91.10%
BIOF common stock fair value  $0.165   $0.170   $0.160   $0.160   $0.131   $0.123   $0.106 
Warrant [Member]  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
SCHEDULE OF OPTION ACTIVITY

A summary of warrant activity for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

 

   Warrants 
Outstanding, December 31, 2022   24,388,458 
Issued in connection with:     
Services   614,000 
Debt-related interest and financing costs   180,000 
Private Placement   6,684,998 
Exercised   (5,450,148)
Expired or cancelled   (2,401,332)
Outstanding December 31, 2023   24,015,976 
Issued in connection with:     
Services   177,500 
Debt-related interest and financing costs   150,000 
Debt conversion   2,812,500 
Exchanged for stock option   1,250,000 
Expired or cancelled   (3,397,981)
Outstanding, September 30, 2024   25,007,995 
Options [Member]  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
SCHEDULE OF OPTION ACTIVITY

A summary of option activity for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

 

   Options 
Outstanding, December 31, 2022   51,080,000 
Granted   18,150,000 
Exercised   (500,000)
Expired or Forfeited   (7,175,000)
Outstanding December 31, 2023   61,555,000 
Granted   3,000,000 
Exercised   - 
Exchanged for warrants   (1,250,000)
Expired or Forfeited   - 
Outstanding, September 30, 2024   63,305,000 
Vested, September 30, 2024   30,955,000 
v3.24.3
COMMITMENTS AND CONTINGENCIES (Tables)
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
SCHEDULE OF MINIMUM LEASE PAYMENTS

At September 30, 2024, minimum lease payments to be paid by the Company are as follows:

 

      
Remainder of 2024  $18,200 
2025   109,751 
2026   113,043 
2027   116,435 
2028   119,928 
2029   102,426 
Total lease payments   579,783 
Less imputed interest   (118,857)
Present value of lease liabilities   460,926 
Current portion   (69,958)
Long term portion  $390,968 
v3.24.3
GOING CONCERN (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated losses $ 55,466,394 $ 55,836,780
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Research and development expenses $ 410,805 $ 293,674 $ 1,309,829 $ 1,741,318
Dilution of shares 13,708,408   14,221,042  
Research and Development Expense [Member]        
Research and development expenses $ 410,805 $ 293,674 $ 1,309,829 $ 1,741,318
v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross $ 830,397 $ 830,397
Less Accumulated Depreciation (332,224) (243,089)
Property and Equipment 498,173 587,308
Building Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross $ 9,370 9,370
Estimated useful lives 15 years  
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross $ 795,606 795,606
Estimated useful lives 10 years  
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross $ 13,596 13,596
Estimated useful lives 5 years  
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, gross $ 11,825 $ 11,825
Estimated useful lives 3 years  
v3.24.3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation $ 89,135 $ 89,526
v3.24.3
PATENTS AND TRADEMARKS (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Finite-lived patents $ 284,017 $ 254,786
v3.24.3
SCHEDULE OF NOTES PAYABLE (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Short Term Convertible Note – Related Party $ 350,000
Short Term Convertible Notes — Other 75,000
Long Term Convertible Notes — Other 50,000
Long Term Convertible Notes Payable – Related Party 190,000 300,000
Long-Term Notes Payable – Related Party 1,140,000
Long Term Notes Payable from future revenue — Related Party 200,630 200,630
Long Term Notes Payable from future revenue — Other 120,000 120,000
Long-Term Notes Payable expiring on September 18, 2024 — Related Party 2,320,932
Long Term Notes Payable expiring on September 18, 2024 — Other 96,570
TOTAL NOTES $ 1,725,630 $ 3,438,132
v3.24.3
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - shares
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Outstanding December 31, 2023 24,015,976 24,388,458
Services 177,500 614,000
Debt-related interest and financing costs 150,000 180,000
Private Placement   6,684,998
Exercised   (5,450,148)
Expired or cancelled (3,397,981) (2,401,332)
Debt conversion 2,812,500  
Exchanged for stock option 1,250,000  
Outstanding, September 30, 2024 25,007,995 24,015,976
v3.24.3
SCHEDULE OF OPTION ACTIVITY (Details) - shares
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Vested, September 30, 2024 1,100,000 1,050,000 1,875,000 2,000,000 2,385,000    
Options [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Outstanding December 31, 2023     61,555,000   51,080,000 61,555,000 51,080,000
Granted           3,000,000 18,150,000
Exercised           (500,000)
Expired or Forfeited           (7,175,000)
Exercised           500,000
Exchanged for warrants           (1,250,000)  
Expired or Forfeited           7,175,000
Outstanding, September 30, 2024 63,305,000         63,305,000 61,555,000
Vested, September 30, 2024           30,955,000  
v3.24.3
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION (Details) - Warrant [Member] - $ / shares
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Issuance Date 01/02/24 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 3.93%  
Expected life 5 years  
Expected dividends 0.00%  
Expected volatility 91.92%  
BIOF common stock fair value $ 0.083  
Issuance Date 01/08/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.01%  
Expected life 5 years  
Expected dividends 0.00%  
Expected volatility 92.01%  
BIOF common stock fair value $ 0.095  
Issuance Date 03/28/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.20%  
Expected life 5 years  
Expected dividends 0.00%  
Expected volatility 89.73%  
BIOF common stock fair value $ 0.105  
Issuance Date 04/25/24 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.70%  
Expected life 5 years  
Expected dividends 0.00%  
Expected volatility 113.65%  
BIOF common stock fair value $ 0.095  
Issuance Date 04/26/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.68%  
Expected life 5 years  
Expected dividends 0.00%  
Expected volatility 113.72%  
BIOF common stock fair value $ 0.086  
Issuance Date 5/24/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.49%  
Expected life 7 years  
Expected dividends 0.00%  
Expected volatility 113.10%  
BIOF common stock fair value $ 0.061 $ 0.159
Issuance Date 7/1/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.44%  
Expected life 5 years  
Expected dividends 0.00%  
Expected volatility 113.42%  
BIOF common stock fair value $ 0.080  
Issuance Date 7/5/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.22%  
Expected life 5 years  
Expected dividends 0.00%  
Expected volatility 113.40%  
BIOF common stock fair value $ 0.090  
Issuance Date 7/31/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.29%  
Expected life 2 years  
Expected dividends 0.00%  
Expected volatility 112.87%  
BIOF common stock fair value $ 0.073  
Issuance Date 8/7/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 4.00%  
Expected life 2 years  
Expected dividends 0.00%  
Expected volatility 112.58%  
BIOF common stock fair value $ 0.070  
Issuance Date 9/24/2024 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate 3.74%  
Expected life 10 years  
Expected dividends 0.00%  
Expected volatility 112.81%  
BIOF common stock fair value $ 0.110  
Issuance Date 2/10/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.93%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   123.25%
Issuance Date 2/14/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.77%
Expected life   10 years
Expected dividends   0.00%
Expected volatility   123.26%
BIOF common stock fair value   $ 0.159
Issuance Date 3/1/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   4.01%
Expected life   10 years
Expected volatility   123.52%
BIOF common stock fair value   $ 0.177
Issuance Date 3/31/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.60%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   120.71%
BIOF common stock fair value   $ 0.166
Issuance Date 4/5/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.30%
Expected life   10 years
Expected dividends   0.00%
Expected volatility   119.51%
BIOF common stock fair value   $ 0.154
Issuance Date 4/11/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.54%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   119.39%
BIOF common stock fair value   $ 0.145
Issuance Date 3/1/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Expected dividends   0.00%
Issuance Date 4/26/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.46%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   119.28%
BIOF common stock fair value   $ 0.165
Issuance Date 6/5/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.77%
Expected life   7 years
Expected dividends   0.00%
Expected volatility   103.20%
BIOF common stock fair value   $ 0.170
Issuance Date 7/13/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.93%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   90.70%
BIOF common stock fair value   $ 0.160
Issuance Date 7/26/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.86%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   87.22%
BIOF common stock fair value   $ 0.160
Issuance Date 10/16/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   4.72%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   81.19%
BIOF common stock fair value   $ 0.131
Issuance Date 11/1/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   4.67%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   81.11%
BIOF common stock fair value   $ 0.123
Issuance Date 12/27/2023 [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Risk-free interest rate   3.78%
Expected life   5 years
Expected dividends   0.00%
Expected volatility   91.10%
BIOF common stock fair value   $ 0.106
v3.24.3
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Capital units, authorized 1,010,000,000         1,010,000,000    
Common stock, shares authorized 1,000,000,000         1,000,000,000   1,000,000,000
Common stock, par value $ 0.001         $ 0.001   $ 0.001
Preferred stock, shares authorized 10,000,000         10,000,000   10,000,000
Preferred stock, par value $ 0.001         $ 0.001   $ 0.001
Common stock, shares issued 305,678,008         305,678,008   302,750,963
Common stock, shares outstanding 305,678,008         305,678,008   302,750,963
Preferred stock, shares issued 0         0   0
Preferred stock, shares outstanding 0         0   0
Description of voting rights of common stock           Holders of shares of Common stock shall be entitled to cast one vote for each share held    
Number of shares issued for services, shares           114,545 174,194  
Stock issued for services   $ 5,894 $ 4,200 $ 5,300 $ 24,000 $ 10,094 $ 29,300  
Convrsion of debt $ 225,000         225,000    
Conversion of convertible securities, shares 2,812,500              
Share based compensation           444,002 $ 637,029  
Stock options repricing $ 140,768         $ 140,768    
Weighted average exercise price of outstanding vested options $ 0.08         $ 0.08 $ 0.11  
Weighted average remaining life outstanding           6 years 7 months 6 days    
Weighted average remaining life vested           5 years 9 months 18 days    
Options outstanding intrinsic value $ 951,718         $ 951,718    
Total intrinsic value $ 3,050,283         $ 3,050,283    
Stock option vesting, description           At September 30, 2024, remaining compensation to be recognized as future vesting of stock options is approximately $4.2 million of which approximately $0.1 million will vest over the next year and approximately $4.1 million will vest upon the probability of achieving performance milestone criteria.    
Common Stock [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Number of shares issued for services, shares   62,045 52,500 34,194 140,000      
Stock issued for services   $ 62 $ 52 $ 34 $ 140      
Conversion of convertible securities, shares           2,812,500    
Warrant [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Number of shares issued for services, shares           177,500 364,000  
Stock issued for services           $ 11,844 $ 48,447  
Conversion of convertible securities, shares           2,812,500    
Exercise price, per share $ 0.10         $ 0.10    
Debt instrument, term           5 years    
Number of shares issued for interest, shares           150,000  
Stock issued for interest           $ 9,947  
Weighted average exercise price $ 0.22         $ 0.22    
Weighted average remaining term           3 years 4 months 24 days    
v3.24.3
SCHEDULE OF MINIMUM LEASE PAYMENTS (Details)
Sep. 30, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Remainder of 2024 $ 18,200
2025 109,751
2026 113,043
2027 116,435
2028 119,928
2029 102,426
Total lease payments 579,783
Less imputed interest (118,857)
Present value of lease liabilities 460,926
Current portion (69,958)
Long term portion $ 390,968
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Loss Contingencies [Line Items]        
ROU lease asset $ 460,242 $ 460,242   $ 81,091
Palm Beach Gardens FL [Member]        
Loss Contingencies [Line Items]        
Lease New Term 5 years 5 years    
ROU lease asset $ 452,132 $ 452,132    
ROU lease liability $ 452,132 $ 452,132    
Discount rate 10.00% 10.00%    
Rent expense   $ 140,926 $ 183,536  
Palm Beach Gardens FL [Member] | Minimum [Member]        
Loss Contingencies [Line Items]        
Lease payments $ 9,100      
Palm Beach Gardens FL [Member] | Maximum [Member]        
Loss Contingencies [Line Items]        
Lease payments $ 10,242      
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended
Jun. 30, 2024
Sep. 30, 2024
Related Party Transaction [Line Items]    
Directors fees   $ 25,000
Chief Executive Officer [Member]    
Related Party Transaction [Line Items]    
Payment of salaries   525,000
Antidilution compensation percentage 4.00%  
Chief Financial Officer [Member]    
Related Party Transaction [Line Items]    
Payment of salaries   $ 325,000
Antidilution compensation percentage 3.00%  
Director [Member]    
Related Party Transaction [Line Items]    
Antidilution compensation percentage 3.00%  
Investee [Member]    
Related Party Transaction [Line Items]    
Equity and warrants granted to investors $ 50,000,000  
Officer [Member]    
Related Party Transaction [Line Items]    
Percentage of performance bonus   100.00%
v3.24.3
GRANT INCOME (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2024
Grant income   $ 100,000 $ 100,000
Next 18 Months [Member]      
Grant income     $ 1,050,000.00
US Department of Energy [Member]      
Grant income $ 1,150,000    
v3.24.3
SUBSEQUENT EVENTS (Details Narrative) - Warrant [Member] - $ / shares
 1 Months Ended 9 Months Ended
Nov. 08, 2024
Sep. 30, 2024
Sep. 30, 2023
Subsequent Event [Line Items]      
Number of shares issued for interest, shares   150,000
Debt instrument, term   5 years  
Strike price, per share   $ 0.10  
Related Party [Member] | Subsequent Event [Member]      
Subsequent Event [Line Items]      
Number of shares issued for interest, shares 30,000    
Debt instrument, term 5 years    
Strike price, per share $ 0.15    
Blue Biofuels (QB) (USOTC:BIOF)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024 Blue Biofuels (QB) 차트를 더 보려면 여기를 클릭.
Blue Biofuels (QB) (USOTC:BIOF)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024 Blue Biofuels (QB) 차트를 더 보려면 여기를 클릭.