What changed in this filing

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Item 9A. Controls and Procedures

2023-05-15 compared with 2022-04-05 · 174 added, 178 removed, 409 unchanged (46% of the section changed)

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However, management believes that the lack of these items results in ineffective internal controls, which could result in a material misstatement in our financial statements in future periods.

Due to our size and nature, segregation of duties within our internal control system may not always be possible or economically feasible.

Likewise, we may not be able to engage sufficient resources to enable us to have adequate staff and supervision within our accounting function, including technical accounting.

Certain actions have been taken to address certain aspects of the material weaknesses disclosed above.

As of January 1, 2020, we replaced our previous accounting software with a more efficient software package to manage our business activities and accounting needs.

During the fourth quarter of 2019 we hired a new full-time Controller at our Corsicana, Texas location, closed our Lewis Center, Ohio office and moved our corporate headquarters to our Corsicana, Texas address which has allowed us to consolidate our manufacturing and distribution activities, bookkeeping and accounting at one location.

As of October 21, 2020, our Controller was appointed and promoted to Chief Accounting Officer and Principal Accounting Officer of the Company, and as of June 1, 2021, was appointed and promoted to Chief Financial Officer and Principal Financial Officer.

Also, in the fourth quarter of 2019, we hired a financial consulting firm to assist us in bookkeeping and preparing financial statements for our SEC filings, assist us in evaluating our internal controls over financial reporting and assist us in other related matters.

Certain actions have been taken in recent years to address certain aspects of the material weaknesses disclosed above.

During the fourth quarter of 2019 we hired a new full-time Controller (who became our Chief Financial Officer in June 2021), closed our Lewis Center, Ohio office and moved our corporate headquarters to our Corsicana, Texas address which has allowed us to consolidate our manufacturing and distribution activities, [bookkeeping and accounting] at one location.

Beginning in January 2020, we replaced our previous accounting software with a more efficient software package to manage our business activities and accounting needs.

Effective as of December 30, 2022, our Chief Financial Officer resigned but continues to provide financial, accounting and bookkeeping services to us.

In addition, effective as of March 1, 2023, we retained another certified public accountant to perform bookkeeping and accounting services and retained a new Chief Financial Officer, through a company which provides part-time CFOs to various business entities.

We believe the foregoing will assist in strengthening our overall control environment including the need for segregation of duties.

Although we believe that these efforts effectively strengthen our disclosure controls and procedures as well as our internal control over financial reporting, our management team intends to continue to actively plan for and implement additional control procedures to improve our overall control environment and expect these efforts to continue throughout 2023 and beyond.

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Secretary, Director

Satterthwaite

Chief Financial Officer

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MacPherson served as Vice President of Business Development of the Company.

Over the past 10 years, Mr.

Since 2008, Mr.

MacPherson has worked with industry leading scientists and engineers to bring the Company’s technology from the R&D phase, through multiple product development stages, to the final commercialization phase, acting as the lead on all required initiatives and activities.

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Trettel possesses over 25 years of experience in the dry bulk material handling industry.

During 2012 and 2013, he was the owner and operator of Solid Foundation Services, LLC, a firm specializing in deep foundation installations for the gas and oilfield industry, while providing technical consulting services to MEEC.

Prior to 2012, he provided project management and engineering duties for numerous multi-million dollar turn-key contracts while employed at Advanced Bulk and Conveying Inc.

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degree in Mechanical Engineering.

Satterthwaite has served as Chief Financial Officer since June 2021.

Prior thereto, she served as Chief Accounting Officer from October 2020 to June 2021 and Controller from December 2019 to October 2020.

Satterthwaite is a certified public accountant.

From October 2010 to January 2018, she was a partner in the accounting firm of Nelson & Swaite, CPAs, LLC, located in Vancouver, Washington, and from January 2007 to September 2010, she was an accountant with the accounting firm of Caley & Associates, CPAs, located in Vancouver, Washington.

Satterthwaite received her bachelor’s degree in Accounting from Saint Martin’s College (1999).

Powell was appointed as Chief Financial Officer on February 10, 2023, to be effective March 1, 2023.

Powell has over 15 years of experience as a senior financial professional with both large and small-scale international operations in multiple sectors.

Since June 2020, he has been a principal of The CFO Centre which provides part-time CFOs to various business entities.

In addition to his role with the Company, Mr.

Powell has served as Chief Financial Officer of Multi-Metal Development Ltd.

MLY) since January 2021.

Prior to that, he acted as Chief Financial Officer of IntelliPharmaCeutics International Inc.

IPCI) from February 2019 to March 2020, Director of Finance for Wave Financial Inc.

from August 2018 to January 2019, and Director of Finance for Pixelworks Canada and its predecessor ViXS Systems Inc.

VXS) from August 2013 to August 2018.

Powell is a Chartered Professional Accountant - Certified General Accountant and a Certified Fraud Examiner, and in 2012 was awarded Fellowship in the Association of Chartered Certified Accountants.

Please see the information regarding Richard MacPherson under “Executive Officers” above.

Christopher Greenberg has been a director of the Company since June 2013 and Chairman of the Board since December 2014.

Greenberg, along with his wife, are the founders and joint owners of Global Safety Network, Inc., a company which provides employment screening and other risk mitigation services.

Global Safety Network was founded in 2003.

Greenberg served as its Chief Executive Officer from 2003 to May 2021.

Greenberg and his wife have also owned and operated multiple Express Employment Professionals franchises located in North Dakota and South Dakota since 1997.

Beginning in 1997, Mr.

Greenberg and his wife co-owned multiple Express Employment Professionals franchises.

Express Employment Professionals is a staffing agency that provides full time and temporary job placement, human resources services and consulting.

Greenberg is a highly experienced Operations Executive who has demonstrated the ability to lead diverse teams of professionals to new levels of success in a variety of highly competitive industries, cutting-edge markets, and fast-paced environments.

Greenberg has strong technical and business qualifications with an impressive track record of more than 25 years of hands-on experience in strategic planning, business unit development, project and product management, and proprietary software development.

He also has the proven ability to successfully analyze an organization’s critical business requirements, identify deficiencies and potential opportunities, and develop innovative and cost-effective solutions for enhancing competitiveness, increasing revenues, and improving customer service offerings.

Greenberg and his wife co-founded Global Safety Network, which grew into a leading, national provider of workforce risk management solutions.

Greenberg served as its Chief Executive Officer from 2003 to May 2021.

Greenberg and his wife also co-founded Greenberg Enterprises, which provides business management and consulting services.

Global Safety Network was sold in June 2022 and their final Express Employment Professionals franchise was sold in January 2023.

These recent business sales have enabled Mr.

Greenberg to devote additional time towards the growth of Greenberg Enterprises and its related entities.

As an entrepreneur and operating Executive, Mr.

Greenberg has demonstrated his ability to lead diverse professional teams to higher levels of achievement in a variety of highly competitive industries, cutting-edge markets, and fast-paced environments.

He has strong business and technical qualifications with a track record of more than 30 years of hands-on experience in strategic planning, business development, project management, mergers and acquisitions, and partnerships.

We believe that Mr.

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From March 2006 to June 2011, Mr.

Kaye was a director of China Youth Media, Inc., resigning from such position effective with the merger between the Company with MES, Inc which was completed in June 2011.

Kaye was a director of China Youth Media, Inc., resigning from such position effective with the merger between the Company with MES, Inc.

which was completed in June 2011.

From December 2000 to October 2009, Mr.

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Our Board currently consists of three members.

We have applied to list our common stock on the Nasdaq Capital Market.

No assurance can be given that our application will be approved.

If approved, our board will need to consist of five members.

There are no contractual obligations regarding the election of our directors.

Our nominating and corporate governance committee and our board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees.

Our nominating and corporate governance committee’s and our board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape, professional and personal experiences, and expertise relevant to our growth strategy.

We do not currently have a standing nominating committee and the functions of identifying, evaluating, and selecting candidates for the Board are performed by the Board as a whole.

The Board will, from time to time, assesses potential candidates to fill perceived needs on the Board based on required skills, expertise, independence and other factors.

In considering whether to nominate any particular candidate for election to the Board, the Board uses various criteria to evaluate each candidate, including the candidate’s ability to further the interest of the stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among Board members, knowledge of our business, understanding of the competitive landscape, professional and personal experiences, and expertise relevant to our growth strategy.

The Board does not set specific minimum qualifications or assign specific weights to particular criteria and no particular criterion is a prerequisite for a prospective nominee.

Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

Director Independence

We have applied to list our common stock on the Nasdaq Capital Market.

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent within twelve months from the date of listing.

Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Under Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, a nominating and corporate governance committee, and a finance committee each of which operates pursuant to a charter adopted by our board of directors.

In the event we are able to complete the proposed offering of our common stock pursuant to the registration statement recently filed with the SEC and our application to list our common stock on the Nasdaq Capital Market is approved, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq, and SEC rules and regulations.

The full text of our audit committee charter, compensation committee charter, nominating and corporate governance charter, and finance committee charter are posted on the investor relations portion of our website at http://www.me2cenvironmental.com.

We do not incorporate the information contained on, or accessible through, our corporate website into this report, and you should not consider it a part of this report.

Due to the resignation of certain independent directors in recent years, and due to the current small size of the board, the board as a whole now acts and shall continue to act as the audit committee, the compensation committee, the nominating and corporate governance committee, and the finance committee until such time, if any, that the number of authorized and elected directors is increased or the committees are otherwise reconfigured.

Each of these committees shall meet as often as its members deem necessary to perform such committee’s responsibilities.

Audit Committee

The audit committee’s charter requires that such committee shall consist of no fewer than three directors, each of whom shall be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements.

The audit committee is appointed by our board of directors to assist the board in fulfilling its oversight responsibility by reviewing the accounting and financial reporting processes of the Company and its subsidiaries, our internal control and disclosure control system, and the audits of our financial statements.

Due to the resignation of certain independent directors in recent years, and due to the current small size of the board, the Board as a whole now acts and shall continue to act as the audit committee until such time, if any, that the number of authorized and elected directors is increased or the committees are otherwise reconfigured.

The audit committee’s charter requires that such committee shall consist of no fewer than three directors.

Each member of the audit committee shall be an independent director of the Company if required to satisfy the independence requirements of any exchange on which the Company’s securities may be listed and any other applicable regulatory requirements.

The audit committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibility by reviewing the accounting and financial reporting processes of the Company and its subsidiaries, our internal control and disclosure control system, and the audits of our financial statements.

In this regard, the Audit Committee shall approve our retention of independent auditors and pre-approve any audit or non-audit services performed by them.

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It also shall review with the independent accountants and with management the results of audits and various other financial and accounting matters affecting us.

As aforementioned, we have applied to list our common stock on the Nasdaq Capital Market, at which time, we will amend our audit committee’s charter to comply with the Nasdaq listing rules, if necessary.

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit committee be independent within twelve months from the date of listing.

Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Upon becoming a listed company, all members of our audit committee will consist of three directors each of whom will meet the relevant independence requirements for service on the audit committee and requirements for financial literacy set forth in the Nasdaq listing rules and SEC rules and our board of directors will appoint an “audit committee financial expert” within the meaning of applicable SEC regulations.

Both our independent registered public accounting firm and management will periodically meet privately with our audit committee.

Compensation Committee

The compensation committee’s charter requires that such committee shall consist of no fewer than two directors, each of whom shall (i) be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements, (ii) qualify as an “outside director” under Section 162(m) of the Internal Revenue Code, as amended, and (iii) meet the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act.

The compensation committee is appointed by our board of directors to review and approve our compensation and benefits programs, including:

annual base salary;

annual incentive opportunity;

stock option or other equity participation plans;

profit-sharing plans;

long-term incentive opportunity;

the terms of employment agreements, severance agreements, and change in control agreements, in each case as, when and if appropriate;

any special or supplemental benefits;

and any other payments that are deemed compensation under applicable rules of the SEC.

In this regard, the compensation committee shall evaluate the performance of the CEO in light of our goals and objectives and determine and approve the CEO’s compensation based on this evaluation and such other factors as the committee shall deem appropriate.

The committee shall also determine and approve the compensation of all other executive officers of the Company, which determination may be based upon recommendations of the CEO.

Our board of directors can exercise its discretion in modifying any amount presented by our CEO.

Again, we have applied to list our common stock on the Nasdaq Capital Market, at which time, we will amend our compensation committee’s charter to comply with the Nasdaq listing rules, if necessary.

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s compensation committee be independent within twelve months from the date of listing.

Compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Upon becoming a listed company, all members of our compensation committee will be “independent” as defined in the applicable Nasdaq rules and will meet the relevant independence requirements set forth in the SEC rules.

Moreover, each member of our compensation committee will be a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s charter requires that such committee shall consist of no fewer than two directors, each of whom shall be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements.

The nominating and corporate governance committee is appointed by our board of directors to determine the identity of director nominees for election to the board and to assist the board in discharging the board’s responsibilities in the area of corporate governance.

The committee shall review, at least annually, the composition and size of our board of directors and make recommendations to the board regarding the criteria for board membership including issues of character, judgment, diversity, expertise, corporate experience, and the like.

At a minimum, directors should share the values of the Company and should possess the following characteristics:

high personal and professional integrity;

the ability to exercise sound business judgment;

an inquiring mind;

and the time available to devote to board of directors’ activities and the willingness to do so.

Our board of directors or the committee does not have a formal policy specifically focusing on the consideration of diversity;

however, diversity is one of the many factors that the committee shall consider when identifying candidates.

In addition to the foregoing considerations, generally with respect to nominees recommended by stockholders, the committee will evaluate such recommended nominees considering the additional information regarding the nominees provided to the committee.

When seeking candidates for our board of directors, the committee may solicit suggestions from incumbent directors, management, and third-party search firms.

Ultimately, the committee will recommend prospective nominees who the committee believes will be effective, in conjunction with the other members of our board of directors, in collectively serving the long-term interests of our stockholders.

The committee will review any candidate recommended by stockholders of the Company in light of its criteria for selection of new directors.

Finance Committee

The finance committee is appointed by our board of directors to oversee all areas of corporate performance and finance, and advise and assist the board with respect to the financial and investment policies, risks, and objectives of the Company, including specific actions required to achieve those objectives.

Our board of directors may from time to time establish other committees.

Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee.

In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, of any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

Unless otherwise determined by the Board, at least one member of the Audit Committee shall be a “financial expert”, as defined by applicable rules of the Securities and Exchange Commission and such securities exchange or market on which the Company’s securities are traded.

The full text of our audit committee charter is posted on the investor relations portion of our website at http://www.me2cenvironmental.com.

We do not incorporate the information contained on, or accessible through, our corporate website into this report, and you should not consider it a part of this report.

The Board of Directors has no committees at the present time other than the Audit Committee.

Corporate Governance

We have adopted a written code of ethics and business conduct (the “Code of Conduct”) that applies to all of our directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer.

Directors of Delaware corporations are subject to the fiduciary duties of care and loyalty which includes the subsidiary duties of good faith, oversight and disclosure.

The Board of Directors has found that the fiduciary duties placed on individual directors by applicable laws and legal requirements have helped to ensure that the Board of Directors operates independently of management and in the best interests of the Company.

In addition, the Board of Directors has adopted a written code of ethics and business conduct (the “Code of Conduct”), which outlines a set of ethical standards by which each director, officer and employee, of the Company should conduct his or her business.

The objective of the Code of Conduct is to provide guidelines for maintaining our commitment to honesty, integrity, and ethical behavior.

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As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential, or the appearance of conflicts of interest.

Our board of directors will have ultimate responsibility for the stewardship of the Code of Conduct, and it will monitor compliance through our nominating and corporate governance committee.

Directors, officers, and employees will be required to annually certify that they have not violated the Code of Conduct.

Our Board of Directors will have ultimate responsibility for the stewardship of and monitoring compliance with the Code of Conduct.

Directors, officers, and employees may be required periodically to review the Code of Conduct and acknowledge in writing their understanding of and compliance with the Code.

Our Code of Business Conduct and Ethics reflects the foregoing principles.

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Executive officers, directors and 10% stockholders are required by SEC regulations to furnish the Company with copies of all forms they file pursuant to Section 16(a).

To the Company’s knowledge, based on review of the copies of such reports furnished to the Company, and with respect to the officers and directors, representations that no other reports were required, during the year ended December 31, 2021, all Section 16(a) filing requirements applicable to its executive officers, directors and 10% stockholders were complied with, except that Christopher Greenberg filed one report late relating to one transaction.

To the Company’s knowledge, based on review of the copies of such reports furnished to the Company, and with respect to the officers and directors, representations that no other reports were required, during the year ended December 31, 2022, all Section 16(a) filing requirements applicable to its executive officers, directors and 10% stockholders were complied with.

Executive Compensation.

The following discussion relates to the compensation of our named executive officers, as determined under applicable SEC rules for smaller reporting companies like us, for year ended December 31, 2021, consisting of Richard MacPherson, our President and Chief Executive Officer, John Pavlish, Senior Vice President, and James Trettel, Vice President.

The following discussion relates to the compensation of our named executive officers, as determined under applicable SEC rules for smaller reporting companies like us, for the years ended December 31, 2022 and 2021, consisting of Richard MacPherson, our President and Chief Executive Officer, John Pavlish, Senior Vice President, and James Trettel, Vice President of Operations.

Fiscal Year 2022 and 2021 Summary Compensation Table

Name and Principal Position

Option Awards

All Other Compensation

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President and Chief Executive Officer, Director (1)

John Pavlish,

Senior Vice President (2)

James Trettel,

Vice President (3)

Vice President of Operations (3)

MacPherson was appointed President and Chief Executive Officer in March 2015.

Since January 1, 2017, Mr.

From January 1, 2017 to October 31, 2022, Mr.

MacPherson’s annual base salary was $395,000.

Since November 1, 2022, Mr.

MacPherson’s annual base salary has been $495,000.

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During 2021, Mr.

MacPherson was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.

During 2021, Mr.

MacPherson was granted a five-year nonqualified stock option to acquire 750,000 shares of common stock exercisable at $0.78 per share.

During 2022, Mr.

MacPherson was granted a retention stock bonus award in the amount of 3,000,000 shares of common stock.

Such award was granted on November 8, 2022.

So long as Mr.

MacPherson remains in the continuous employ of the Company, the shares shall vest according to the following:

25.0% shall vest six months from the date of grant, and another 25.0% shall vest on each subsequent six-month anniversary of the date of grant so that the stock award is fully vested two years from the date of grant.

Any unvested shares shall be forfeited immediately when Mr.

MacPherson is no longer in the continuous employ of the Company, unless due to death, disability or a change in control.

Pavlish was appointed Senior Vice President in November 2014.

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Pavlish agreed to be employed by the Company as Senior Vice President.

Effective as of January 1, 2017, Mr.

Pavlish’s annual base salary was increased to $330,000.

From January 1, 2017 to December 31, 2022, Mr.

Pavlish’s annual base salary was $330,000.

Since January 1, 2023, Mr.

Pavlish’s annual base salary has been $415,000.

As of December 31, 2022, $29,063 of Mr.

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During 2021, Mr.

Pavlish was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.

Pavlish was granted a five-year nonqualified stock option to acquire 500,000 shares of common stock exercisable at $0.78 per share.

During 2022, Mr.

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Trettel is also entitled to participate in all corporate 401(k) programs and health benefit plans instituted by the Company and is eligible to receive bonus compensation, if any, as the Company shall from time to time determine.

From January 1, 2017 to October 31, 2022, Mr.

Trettel’s annual base salary was $300,000.

Since November 1, 2022, Mr.

Trettel’s annual base salary has been $400,000.

Trettel is also entitled to participate in any stock option and incentive plans adopted by the Company.

Effective as of January 1, 2017, Mr.

Trettel’s annual base salary was increased to $300,000.

As of December 31, 2021, $131,250 of Mr.

Trettel’s 2020 salary remained unpaid.

During 2021, Mr.

Trettel was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.

Trettel was granted a five-year nonqualified stock option to acquire 500,000 shares of common stock exercisable at $0.78 per share.

During 2022, Mr.

Trettel was granted a five-year nonqualified stock option to acquire 500,000 shares of common stock exercisable at $0.21 per share.

Represents the dollar amount recognized for consolidated financial statement reporting purposes of shares to be issued to the executive officers computed in accordance with FASB ASC Topic 718.

Represents the dollar amount recognized for consolidated financial statement reporting purposes of restricted stock awards and stock option awards granted to the executive officers computed in accordance with FASB ASC Topic 718.

For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The dollar amount shown in the “Stock Awards” column for Mr.

MacPherson reflects the grant date fair value recognized in 2022 only for the retention stock award granted in November 2022 which is subject to a vesting schedule.

The full amount for the entire grant is reflected in the table below.

The dollar amounts shown in the “Option Awards” column for Mr.

Pavlish and Mr.

Trettel reflect the grant date fair value recognized for stock options granted in 2022 plus the compensation expense associated with the extension of the expiration dates of certain stock options which extensions were authorized in January 2022.

There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized.

The following table provides information concerning the stock options issued to the executive officers:

Stock Options (#)

The following table provides information concerning the restricted stock awards and stock options granted to the executive officers:

Stock Awards (#)

FASB ASC Topic

718 Value ($)

Stock Options

FASB ASC Topic

Extension of Stock Options

FASB ASC Topic

Richard MacPherson

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November 22, 2026

James Trettel

Other Benefits

Our executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, disability, and accidental death and dismemberment insurance, our employee stock purchase plan, and our 401(k) plan, in each case on the same basis as other employees, subject to applicable law, should such benefits exist.

Our executive officers are eligible to participate in all of our employee benefit plans, such as medical and dental, our employee stock purchase plan, and our 401(k) plan, in each case on the same basis as other employees, subject to applicable law, should such benefits exist.

Our 401(k) plan allows eligible employees to defer a portion of their compensation before federal income tax to a qualified trust.

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In addition, we believe that stock ownership guidelines are rare in companies at our stage, which means that ownership requirements would put us at a competitive disadvantage when recruiting and retaining high-quality executives.

Our insider trading policy prohibits certain actions by our Executive Officers relating to buying and selling our common stock.

Our executive officers are authorized to enter into trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer (“broker”) designated by us.

These plans may include specific instructions for the broker to exercise vested options and sell Company stock on behalf of the executive officer at certain dates, if our stock price is above a specified level or both.

Under these plans, the executive officer no longer has control over the decision to exercise and sell the securities in the plan, unless he or she amends or terminates the trading plan during a trading window.

Plan modifications are not effective until the 31st day after adoption.

The purpose of these plans is to enable executive officers to recognize the value of their compensation and diversify their holdings of our stock during periods in which the executive officer would be unable to sell our common stock because material information about us had not been publicly released.

As of December 31, 2021, no named executive officer had a trading plan in place.

We have established an insider trading policy which provides guidelines to officers, directors and employees with respect to transactions in the Company’s securities.

The Company’s insider trading policy prohibits certain actions by such individuals relating to buying and selling common stock of the Company, and discourages certain other actions in other situations.

Such individuals are authorized to enter into trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer.

Under these plans, the individual must not exercise any influence over the amount of the securities to be traded, the price at which they are to be traded or the date of the trade.

The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.

Such plans provide a defense from insider trading liability.

As of December 31, 2022, no director or named executive officer had a trading plan in place.

Stockholder Advisory Vote on Executive Compensation

Our Company held an advisory vote on executive compensation in 2021 and intends to take such action annually in the future.

Both our compensation committee and the board intend to periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and developments, including the outcome of future non-binding advisory votes by our stockholders.

The Board intends to periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and developments, including the outcome of future non-binding advisory votes by our stockholders.

Director Compensation

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The following table sets forth information regarding the compensation for 2022 of each non-executive member of the board of directors:

Fees Earned or Paid in Cash ($)

Option Awards

Christopher Greenberg

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For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The dollar amount shown in the “Options Awards” column for Mr.

Greenberg reflects the compensation expense associated with the extension of the expiration date of a stock option which extension was authorized in January 2022.

There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized.

The following table provides information concerning the stock options granted to the Directors for 2021:

The following table provides information concerning the stock awards and stock options granted to the Directors for 2022:

FASB ASC Topic 718 Value

Extension of Stock Options (#)

FASB ASC Topic 718 Value

Christopher Greenberg

Greenberg is paid $100,000 per year for serving as Chairman of the Board.

As of December 31, 2021, $95,833 of Mr.

Greenberg’s 2021 cash fee remained unpaid.

As of December 31, 2022, Mr.

Kaye was not paid any cash compensation for service on the Board in 2022.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as April 5, 2022 by:

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as May 12, 2023 by:

each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of our capital stock;

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all of our executive officers and directors as a group.

The column entitled “Percentage of Shares Beneficially Owned” is calculated based on 89,121,132 shares of common stock outstanding as of April 5, 2022.

The column entitled “Percentage of Shares Beneficially Owned” is calculated based on 94,249,676 shares of common stock outstanding as of May 12, 2023.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities as well as any shares of common stock that the person has the right to acquire within 60 days of April 5, 2022 through the exercise of stock options or other rights.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities as well as any shares of common stock that the person has the right to acquire within 60 days of May 12, 2023 through the exercise of stock options or other rights.

These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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Richard MacPherson

13,271,345 (1)

Christopher Greenberg

5,870,533 (2)

6,339,070 (3)

James Trettel

3,730,685 (4)

Alterna Core Capital Assets Fund II, L.P., et al

11,700,000 (6)

All current directors and executive officers as a group (6 persons)

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MacPherson has the right to acquire upon exercise of options.

3,000,000 of such shares owned by Mr.

MacPherson were issued to him pursuant to a retention stock bonus award granted on November 8, 2022.

So long as Mr.

MacPherson remains in the continuous employ of the Company, the shares shall vest according to the following:

Any unvested shares shall be forfeited immediately when Mr.

MacPherson is no longer in the continuous employ of the Company, unless due to death, disability or a change in control.

Includes 5,422,533 shares owned by Mr.

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Trettel has the right to acquire upon exercise of options.

Includes 675,000 shares which Mr.

Includes 255,000 shares owned by Mr.

Kaye and 425,000 shares which Mr.

Kaye has the right to acquire upon exercise of options.

Represents 11,700,000 shares owned and based solely upon and according to information reported in filings made to the SEC, jointly filed by and on behalf of certain reporting persons identified below (the “Reporting Persons”).

The Reporting Persons are Alterna Core Capital Assets Fund II, L.P., Alterna Capital Partners LLC, Alterna General Partner II LLC, AC Midwest Energy LLC, Harry V.

Toll, Eric M.

The Reporting Persons are Alterna Core Capital Assets Fund II, L.P., Alterna Capital Partners LLC, Alterna General Partner II LLC, AC Midwest Energy LLC, Eric M.

Press, Roger P.

Miller, and Earle Goldin.

The address for the Reporting Persons is 15 River Road, Suite 230, Wilton CT 06897.

Applicable percentage ownership for each stockholder is based on 89,121,132 shares of common stock outstanding as of April 5, 2022 plus any securities that stockholder has the right to acquire within 60 days of April 5, 2022 pursuant to options, warrants, conversion privileges, or other rights.

The address for the Reporting Persons is 10 Corporate Drive, Suite 2204, Bedford, NH 03110.

Applicable percentage ownership for each stockholder is based on 94,249,676 shares of common stock outstanding as of May 12, 2023 plus any securities that stockholder has the right to acquire within 60 days of May 12, 2023 pursuant to options, warrants, conversion privileges, or other rights.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants, or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of April 5, 2022 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants, or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of May 12 2023 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Certain Relationships and Related Transactions, and Director Independence.

Other than the compensation agreements and other arrangements described under Item 11 Executive Compensation and the transactions described below, since January 1, 2022, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which any director, executive officer, holder of five percent or more of any class of our capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Kaye Cooper Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $287,500 for the year ended December 31, 2021 for legal services rendered.

Kaye, a Director and Secretary of the Company, is a partner of the law firm.

At December 31, 2021, $206,250 was owed to the firm for services rendered.

On June 1, 2021, we entered into a Debt Repayment and Exchange Agreement with AC Midwest, which will repay all existing secured and unsecured debt obligations presently held by AC Midwest (the “Debt Repayment Agreement”).

On June 1, 2021, we entered into a Debt Repayment and Exchange Agreement with AC Midwest which at closing was expected to repay all existing secured and unsecured debt obligations then held by AC Midwest (the "Debt Repayment Agreement").

The closing was subject to various conditions including but not limited to the completion of an offering of equity securities resulting in net proceeds of at least $12.0 million by December 31, 2021, which was extended to June 30, 2022.

Such closing conditions were not met by June 30, 2022.

On October 28, 2022, and in connection with the amendments to the financing documents executed on October 28, 2022 as described below, the parties agreed to terminate the Debt Repayment Agreement with immediate effect pursuant to which none of the parties shall have any further responsibility or liability thereunder.

AC Midwest is the holder of an unsecured note with a principal amount outstanding of $13,154,930.60 which was issued on February 25, 2019 pursuant to an Unsecured Note Financing Agreement (the "Unsecured Note Financing Agreement") entered into on such date with AC Midwest, pursuant to which AC Midwest exchanged a previously issued subordinated unsecured note in the principal amount of $13,000,000, together with all accrued and unpaid interest thereon, for a new unsecured note in the principal amount of $13,154,930.60 (the "Unsecured Note").

The Unsecured Note will mature on August 25, 2022 and bears a zero cash interest rate.

The Unsecured Note was scheduled to mature on August 25, 2022 and bears a zero cash interest rate.

Pursuant to the Unsecured Note Financing Agreement, AC Midwest shall also be entitled to a profit participation preference equal to 1.0 times the original principal amount (the "Profit Share").

The Profit Share is “non-recourse” and shall only be derived from and computed on the basis of, and paid from, Net Litigation Proceeds from claims relating to our intellectual property, Net Revenue Share and Adjusted Free Cash Flow (as such terms are defined in the Unsecured Note Financing Agreement).

In addition, there remains outstanding to AC Midwest a principal balance of $271,686.10 (the “Secured Note Principal Balance”) due under a secured note issued on November 29, 2016, in the original principal amount of $9,646,686.08, which has a maturity date of August 25, 2022 (the “Secured Note”).

The Secured Note bears interest at a rate of 15.0% per annum, payable quarterly.

Pursuant to the Debt Repayment Agreement, we shall repay at closing the Secured Note Principal Balance in cash, together with any other amounts due and owing under the Secured Note, and repay the outstanding debt under the Unsecured Note by paying and issuing a combination of cash and shares of common stock as described below which AC Midwest has agreed to accept in full and complete repayment of the obligations thereunder.

At closing, and with regard to the Unsecured Note, we shall pay AC Midwest $6,577,465.30 in cash representing 50.0% of the aggregate outstanding principal balance of the Unsecured Note, and issue shares of common stock to AC Midwest in exchange for the remaining 50.0% of the aggregate outstanding principal balance at an exchange price equal to 100% of the offering price of common stock in the Qualifying Offering (as defined below).

With regard to the Profit Share, at closing we shall pay AC Midwest $2,305,308.00 in cash representing the Profit Share Valuation, and issue shares of common stock for $4,026,567.76 representing the Adjusted Profit Share Valuation (as such terms are defined in the Debt Repayment Agreement) at the same exchange price indicated above.

We have agreed to provide certain registration rights with respect to the shares issued thereunder.

The closing is subject to various conditions including but not limited to the completion of an offering of equity securities resulting in net proceeds of at least $12.0 million by December 31, 2021, which has been extended to June 30, 2022 (the “Qualifying Offering”).

Prior to maturity, the outstanding principal, as well as the Profit Share, are to be paid from Net Litigation Proceeds from claims relating to our intellectual property, Net Revenue Share and Adjusted Free Cash Flow (as such terms are defined in the Unsecured Note Financing Agreement, and to the extent set forth therein).

Any remaining principal balance due on the Unsecured Note shall be due and payable in full on the maturity date.

The Profit Share, however, if not paid in full on or before the maturity date shall remain subject to the Unsecured Note Financing Agreement until full and final payment.

On August 30, 2022, AC Midwest agreed to a short-term extension of the maturity date of the Unsecured Note from August 25, 2022 to September 30, 2022, and on September 28, 2022, AC Midwest agreed to an additional short-term extension of such maturity date from September 30, 2022 to October 31, 2022 in order to provide the Company sufficient time in which to conclude the process of negotiating certain changes and modifications to such financing arrangements with AC Midwest.

On October 28, 2022, we executed Amendment No.

1 to the Unsecured Note Financing Agreement with AC Midwest pursuant to which the maturity date of the Unsecured Note was extended to August 25, 2025 and the Profit Share was increased by $4,500,000 from $13,154,931 (representing 1.0 times the original principal amount) to $17,654,931.

In addition, the parties agreed that a portion any Equity Offering Net Proceeds (as defined in Amendment No.

1) received by us shall also be used to pay the outstanding principal due on the Unsecured Note and Profit Share.

In addition, there remains outstanding to AC Midwest a principal balance of $271,686 due under a secured note issued on November 29, 2016, in the original principal amount of $9,646,686, which also was scheduled to mature on August 25, 2022 (the "Secured Note").

Similar to the maturity date of the Unsecured Note, the two short-term extensions described above also extended the maturity date of the Secured Note to October 31, 2022.

On October 28, 2022, we executed Amendment No.

4 to the amended and restated financing agreement with AC Midwest dated November 1, 2016 (“Amended and Restated Financing Agreement”) pursuant to which the maturity date of the Secured Note was extended to August 25, 2025 and the interest rate on the remaining principal balance was reduced from 15.0% to 9.0% per annum.

On October 28, 2022, the Company and AC Midwest also entered into a repurchase option agreement (“Repurchase Option Agreement”) pursuant to which we shall have the option to repurchase a portion of the Common Shares owned by AC Midwest at a purchase price of $0.50 per share until the earlier of (i) the date AC Midwest’s beneficial ownership reaches 5.0% of the Company’s issued and outstanding common stock, or (ii) August 25, 2025.

AC Midwest beneficially owns, or controls or directs, directly or indirectly, 10% or more of the outstanding shares of our common stock.

Kaye Cooper Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $481,250 for the year ended December 31, 2022 for legal services rendered.

Kaye, a Director and Secretary of the Company, is a partner of the law firm.

On June 13, 2022, the Company entered into a promissory note in the amount of $250,000 with the Company’s Chairman of the Board of Directors.

The note bore interest at 6% and was due on the earlier of 90 days or the Company having cash of $1,200,000.

On October 11, 2022, such loan together with all accrued interest was repaid in full by the Company.

On January 31, 2023, we entered into a License and Supply Agreement with Dakin Holdings Ltd., a company incorporated in Barbados (“Dakin”), effective as of January 1, 2023 (the “Dakin Agreement”), pursuant to which Dakin has granted to the Company (i) a limited license to manufacture and produce for Dakin products (the “Dakin Products”) comprising certain intellectual property owned by Dakin as described below (the “Dakin IP”), and (ii) an exclusive license to commercialize the Dakin IP in the United States.

Dakin is a company owned and controlled by Richard MacPherson, the Company’s Chief Executive Officer and President.

The Dakin Agreement is for a term of ten years unless terminated earlier under certain circumstances as set forth therein.

Under the Dakin Agreement, Dakin shall purchase from the Company 100% of Dakin’s requirements for the Dakin Products containing the Dakin IP for all sales of the Dakin Products outside of the United States, subject to the availability of the products from the Company, at a pricing formula set forth in the Dakin Agreement.

The Company shall pay Dakin a license fee of $12,500 per month for a three-year period commencing as of the effective date, and pay Dakin a royalty on all sales of the Dakin Products made by the Company in the United States.

The Company has also agreed to provide Dakin with technical support as requested by Dakin at such technical support rates set forth in the Dakin Agreement subject to adjustment.

The Dakin IP consists of a proprietary compound of materials engineered to treat a boiler to improve the combustion process and thereby reduce overall emissions, while improving boiler efficiency during the combustion of all types of fuels at power plants.

Director Independence

Based upon information requested from and provided by each director concerning his background, employment, and affiliations, including family relationships, the Board has determined that currently one of our directors, Christopher Greenberg, qualifies as an independent director in accordance with the listing standards of The Nasdaq Stock Market.

For purposes of this Annual Report on Form 10-K, the independence of our directors has been determined under the listing standards of the The Nasdaq Stock Market.

The Board has determined that currently one of our directors, Christopher Greenberg, qualifies as an independent director.

In making that determination, the Board considered the relationships that each director has with us and all other facts and circumstances the Board deemed relevant in determining independence, including the potential deemed beneficial ownership of our capital stock by each director, including non-employee directors that are affiliated with certain of our major stockholders.

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Independent Registered Public Accounting Firm’s Fees

The following table sets forth the fees billed or billable by Rotenberg Meril Solomon Bertiger & Guttilla, P.C., (“RotenbergMeril”) our independent registered public accounting firm, for audit and non-audit services rendered to us relating to 2021 and 2020.

The following table sets forth the fees billed or billable by Marcum LLP and its predecessor Rotenberg Meril Solomon Bertiger & Guttilla, P.C., our independent registered public accounting firm, for audit and non-audit services rendered to us relating to 2022 and 2021.

These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees.

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Total aggregate fees

The aggregate audit fees billed or expected to be billed for professional services rendered by RotenbergMeril, our principal accountants effective as of June 3, 2020, for the audit of our consolidated financial statements included in our annual report on Form 10-K and review of our interim consolidated financial statements included in quarterly reports, and other services normally provided in connection with statutory and regulatory filings was $144,192 and $129,913 for the years ended December 31, 2021 and 2020, respectively.

The aggregate fees billed for Audit-related professional services rendered by RotenbergMeril consisted of work performed in connection with proposed registration statements was $23,508 and $0 for the years ended December 31, 2021 and 2020, respectively.

The aggregate audit fees billed or expected to be billed for professional services rendered by our principal accountants for the audit of our consolidated financial statements included in our annual report on Form 10-K and review of our interim consolidated financial statements included in quarterly reports, and other services normally provided in connection with statutory and regulatory filings was $178,870 and $144,192 for the years ended December 31, 2022 and 2021, respectively.

The aggregate fees billed for Audit-related professional services rendered by our principal accountants consisted of work performed in connection with proposed registration statements was $0 and $23,508 for the years ended December 31, 2022 and 2021, respectively.

All fees described above were pre-approved by the Board.

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All other schedules have been omitted because of the absence of the conditions under which they are required or because the required information, where material, is shown in the financial statements or the notes thereto.

(3) Exhibits.

Incorporated by Reference

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and AC Midwest Energy, LLC dated as of August 14, 2014

Intercreditor Agreement by and between Midwest Energy Emissions Corp., the Holders of 2013 Secured Notes and AC Midwest Energy, LLC dated as of August 14, 2014

Form of Allonge to each of the 2013 Secured Notes dated as of August 14, 2014

2013 Noteholder Modification Agreement between Midwest Energy Emissions Corp.

and each of the investors listed therein dated as of February 16, 2016

Amended and Restated Financing Agreement among Midwest Energy Emissions Corp., MES, Inc.

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and AC Midwest Energy LLC dated as of February 25, 2019

Debt Repayment and Exchange Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated June 1, 2021

Amendment No.

1 to Debt Repayment and Exchange Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated as of January 24, 2022

Senior Secured Note dated November 29, 2016

4 to Amended and Restated Financing Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated as of October 28, 2022

Secured Note dated November 29, 2016

Unsecured Note Financing Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated as of February 25, 2019

1 to Unsecured Note Financing Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated as of October 28, 2022

Unsecured Note dated February 25, 2019

Form of 2019-Unsecured Convertible Promissory Notes

Repurchase Option Agreement between Midwest Energy Emissions Corp.

and AC Midwest Energy LLC dated as of October 28, 2022

License and Supply Agreement among Dakin Holdings Ltd., Midwest Energy Emissions Corp.

and MES, Inc.

dated as of January 31, 2023

Midwest Energy Emissions Corp.

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Form of Option Award Agreement (2017 Equity Incentive Plan)

Form of Conversion Notices for the 2013 10.0% Secured Convertible Promissory Notes

Form of Forced Conversion Statements for the 2018 12.0% Unsecured Convertible Promissory Notes

Form of Conversion Notices for the 2019 12.0% Unsecured Convertible Promissory Notes

Code of Ethics

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MIDWEST ENERGY EMISSIONS CORP.

April 5, 2022

/s/ Richard MacPherson

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President, Chief Executive Officer

April 5, 2022

Richard MacPherson

and Director (Principal Executive Officer)

Satterthwaite

/s/ Gregory R.

Chief Financial Officer

April 5, 2022

Satterthwaite

(Principal Financial Officer and Principal Accounting

(Principal Financial Officer and Principal Accounting Officer)

/s/ Christopher Greenberg

Chairman of the Board and Director

April 5, 2022

Christopher Greenberg

Secretary and Director

April 5, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures