What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-16 · 155 added, 133 removed, 454 unchanged (39% of the section changed)

33 unchanged sentences

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.

The material weakness described above did not result in a material misstatement to the consolidated financial statements as of December 31, 2024 and the year then ended presented in this Annual Report on Form 10-K;

however, the material weakness did result in a material misstatement to the consolidated financial statements during the year ended December 31, 2022 which resulted in the restatement of the consolidated financial statements as of and for the years ended December 31, 2023 and December 31, 2022, and as of and for the interim quarterly periods during the years ended December 31, 2024 and 2023 presented in this Annual Report on Form 10-K and labeled as restated.

During 2023, certain actions were taken to address certain aspects of the material weaknesses disclosed above.

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In addition, as of November 1, 2023, we appointed a new Chief Financial Officer with over 15 years of experience in accounting and financial control for both private and publicly listed companies to provide fractional Chief Financial Officer services.

We also have made efforts to strengthen our overall control environment by improving our documented internal control policies and staff training.

We also have made efforts in 2023 and 2024 to strengthen our overall control environment by improving our documented internal control policies and staff training.

Although we believe that these efforts effectively strengthen our disclosure control processes and procedures, 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 2025 and beyond.

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James Trettel

Vice President of Operations

Executive Vice President of Operations

Fiona Fitzmaurice

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Pavlish has published over 200 papers, articles, and reports on various mercury-related topics and issues.

James Trettel has been Vice President of Operations since January 2014.

James Trettel has been Vice President of Operations since January 2014 and Executive Vice President of Operations since June 2024.

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

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degree in Mechanical Engineering.

Fiona Fitzmaurice was appointed as Chief Financial Officer on November 1, 2023.

Fiona Fitzmaurice has been Chief Financial Officer since November 2023.

She is a chartered accountant with over 15 years of experience in accounting and financial control for both private and publicly listed companies.

1 unchanged sentence

Fitzmaurice currently serves as CFO of the following companies:

Metavista3D Inc.

(TSXV:DDD) since November 2024;

Exploits Discovery Corp.

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(CSE:PAU) since May 2021;

Pedro Resources Ltd.

(TSXV:PED.H) since August 2020;

and MacDonald Mines Exploration Ltd.

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Grant’s deep public company experience in Canada and his strong background in business and investment financing qualifies him to serve on our board.

Coogler has been a director of the Company since Decemb23 2024.

Coogler is a certified public accountant and has maintained an accounting practice since 2014 in Northport, Alabama specializing in management support and guidance for closely held businesses.

Since November 2023, she has been Chief Financial Officer of JT Harrison Construction Co., Inc., located in Northport, Alabama, which provides design, general contracting and construction management services.

From November 2017 to December 2021, she served as Chief Executive Officer and a member of the Board of Directors of Southeast Cancer Network, Inc., located in Tuscaloosa, Alabama.

From February 2018 to July 2022, she also served as Chief Financial Officer of closely held businesses wholly or majority owned by Dr.

Scott Drummond (deceased).

From January 2005 to January 2014, she was a shareholder/employee of Echols, Coogler & Associates, P.C., an accounting firm, located in Tuscaloosa, Alabama.

Coogler received her B.S.

in accounting from University of Alabama in 1993.

We believe Ms.

Coogler’s extensive financial, accounting and transactional experience qualifies her to serve on our board.

There are no family relationships between any of the directors and executive officers of the Company.

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

Majority Voting Policy

The Board has adopted a Majority Voting Policy.

In an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” (i.e., the nominee is not elected by at least a majority (50% +1) of the votes cast with respect to his/her election) is required to tender his/her resignation to the Board promptly following a stockholders meeting.

The directors will consider the offer of resignation and, except in exceptional circumstances, will recommend that the Board accept the resignation.

The Board will make its decision within 90 days following a stockholders meeting and announce it in a press release, including the reasons for rejecting the resignation, if applicable.

The nominee will not participate in any deliberations on the resignation offer.

The policy does not apply in circumstances involving contested director elections.

Audit Committee

3 unchanged sentences

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.

If the Company’s securities are listed on the TSXV, a majority of the members of the Audit Committee must be individuals who are not officers, employees, or control persons of the Company, or any of its associates or affiliates.

If the Company’s securities are listed on the TSX, a majority of the members of the Audit Committee must be individuals who are not officers, employees, or control persons of the Company, or any of its associates or affiliates.

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.

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

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

Other Committees

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

A copy of the Code of Conduct is available free of charge to any person on written or telephone request to Midwest Energy Emissions Corp., 1810 Jester Drive, Corsicana, Texas 75109 or (614) 505-6115.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the code of ethics and business conduct applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website http://www.me2cenvironmental.com .

A copy of the Code of Conduct is available free of charge to any person on written or telephone request to Birchtech Corp., 1810 Jester Drive, Corsicana, Texas 75109 or (614) 505-6115.

Financial Experts

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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 the years ended December 31, 2023 and 2022, consisting of Richard MacPherson, our President and Chief Executive Officer, John Pavlish, Senior Vice President, and James Trettel, Vice President of Operations.

Fiscal Year 2024 and 2023 Summary Compensation Table

7 unchanged sentences

James Trettel,

Vice President of Operations (3)

Executive Vice President of Operations (3)

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

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

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

From November 1, 2022 to December 31, 2023, Mr.

MacPherson’s annual base salary was $495,000.

Since January 1, 2024, Mr.

MacPherson’s annual base salary has been $745,000.

MacPherson is currently employed pursuant to a three-year employment letter agreement which was entered into on January 29, 2019, and effective January 1, 2019, which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period.

MacPherson’s base salary may be increased from time to time at the discretion of the Board, and Mr.

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

On January 14, 2024, the Board awarded Mr.

MacPherson bonus compensation of $250,000.

MacPherson shall also be entitled to participate in any stock option and incentive plans adopted by the Company.

From January 1, 2024 to May 31, 2024, Mr.

MacPherson’s annual base salary was $745,000.

See “Executive Employment Agreements” below for information on the amended and restated employment agreement entered into with Mr.

MacPherson effective June 1, 2024.

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.

Such award was granted on November 8, 2022, which shares vested 25.0% every six months from the date of grant and became fully vested on November 8, 2024.

During 2024, Mr.

MacPherson was granted a five-year nonqualified stock option to acquire 300,000 shares of common stock exercisable at $0.88 per share

Pavlish was appointed Senior Vice President in November 2014.

The Company and Mr.

Pavlish entered into an employment agreement effective as of November 16, 2014.

Pursuant to his employment agreement, Mr.

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

From January 1, 2023 to December 31, 2023, Mr.

Pavlish’s annual base salary was $415,000.

From January 1, 2023 to December 31, 2023, Mr.

From January 1, 2024 to May 31, 2024, Mr.

Pavlish’s annual base salary was $480,000.

Since January 1, 2024, Mr.

Pavlish’s annual base salary has been $480,000.

Pavlish’s base salary may be increased from time to time at the discretion of the Board, and Mr.

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

On January 14, 2024, the Board awarded Mr.

Pavlish bonus compensation of $50,000.

Pavlish shall also be entitled to participate in any stock option and incentive plans adopted by the Company.

See “Executive Employment Agreements” below for information on the amended and restated employment agreement entered into with Mr.

Pavlish effective June 1, 2024.

During 2024, Mr.

1 unchanged sentence

Trettel was appointed Vice President of Operations in January 2014.

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.

From November 1, 2022 to December 31, 2023, Mr.

Trettel’s annual based salary was $400,000.

Since January 1, 2024, Mr.

Trettel’s annual base salary has been $500,000.

On January 14, 2024, the Board awarded Mr.

Trettel bonus compensation of $100,000.

Trettel’s base salary may be increased from time to time at the discretion of the Board, and Mr.

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

From January 1, 2024 to May 31, 2024, Mr.

Trettel’s annual base salary was $500,000.

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.

See “Executive Employment Agreements” below for information on the employment agreement entered into with Mr.

Trettel effective June 1, 2024.

During 2024, Mr.

Trettel was granted a five-year nonqualified stock option to acquire 200,000 shares of common stock exercisable at $0.88 per share.

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.

1 unchanged sentence

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

MacPherson reflects the grant date fair values recognized in 2022 and 2023 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.

MacPherson reflects the grant date fair values recognized in 2023 and 2024 for the retention stock award granted in November 2022 which was subject to a vesting schedule.

The full amount for the entire grant was $960,000.

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

MacPherson, 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.

Trettel reflect the grant date fair value recognized for stock options granted in 2024.

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 restricted stock awards and stock options granted to the executive officers:

Stock Awards (#)

FASB ASC Topic

718 Value ($)

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

Stock Options

FASB ASC Topic

Extension of Stock Options

FASB ASC Topic

Richard MacPherson

8 unchanged sentences

The amount for each of Messrs.

MacPherson, Pavlish and Trettel includes $6,000 for a home office allowance in 2023 and $4,800 for a home office allowance in 2022.

MacPherson, Pavlish and Trettel includes $6,000 for a home office allowance in 2024 and 2023.

The amount for each of Messrs.

MacPherson and Pavlish in 2023 also includes $14,809 and $5,075, respectively, for medical expense reimbursement in 2023 and $8,752 and $2,100, respectively, for medical expense reimbursement in 2022.

MacPherson and Pavlish also includes $9,859 and $2,310, respectively, for medical expense reimbursement in 2024 and $14,809 and $5,075, respectively, for medical expense reimbursement in 2023.

In addition, the amount for Mr.

Pavlish in 2023 includes a gross up for taxes of $14,140 in connection with the exercise of stock options.

Executive Employment Agreements

On June 7, 2024, the Company entered into an amended and restated employment agreement with Richard MacPherson, effective as of June 1, 2024, pursuant to which Mr.

MacPherson will continue to serve as President and Chief Executive Officer of the Company.

The agreement has a term of three years which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period.

MacPherson is entitled to a base salary of $1,000,000 per year, which may be increased from time to time solely at the discretion of the Board of Directors (or committee thereof).

MacPherson shall be eligible to receive bonus compensation in such amounts and at such times as the Board (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $1,000,000 annually.

He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits.

He is also entitled to receive equity awards subject to the sole discretion of the Board (or committee thereof).

The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr.

MacPherson for good reason (as such terms are defined in the agreement).

On June 7, 2024, the Company also entered into an amended and restated employment agreement with John Pavlish, effective as of June 1, 2024, pursuant to which Mr.

Pavlish will continue to serve as Senior Vice President and Chief Technology Officer of the Company.

Pavlish is entitled to a base salary of $500,000 per year, which may be increased from time to time solely at the discretion of the Board of Directors (or committee thereof).

Pavlish shall be eligible to receive bonus compensation in such amounts and at such times as the Board (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually.

He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits.

He is also entitled to receive equity awards subject to the sole discretion of the Board (or committee thereof).

The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr.

Pavlish for good reason (as such terms are defined in the agreement).

On June 7, 2024, the Company also entered into an employment agreement with James Trettel, effective as of June 1, 2024, pursuant to which Mr.

Trettel will serve as Executive Vice President of Operations of the Company.

Trettel is entitled to a base salary of $600,000 per year, which may be increased from time to time solely at the discretion of the Board of Directors (or committee thereof).

Trettel shall be eligible to receive bonus compensation in such amounts and at such times as the Board (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually.

He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits.

He is also entitled to receive equity awards subject to the sole discretion of the Board (or committee thereof).

The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr.

Trettel for good reason (as such terms are defined in the agreement).

Outstanding Equity Awards as of December 31, 2024

The following table sets forth certain information about the number of unexercised nonqualified stock options and unearned stock awards held as of December 31, 2023 by each executive named in the Summary Compensation Table.

There were no stock options exercised during fiscal 2023 by such executives.

The following table sets forth certain information about the number of unexercised nonqualified stock options held as of December 31, 2024 by each executive named in the Summary Compensation Table.

Option Awards

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Expiration Date

Number of shares or units of stock that have not vested (#)

Market value of shares of units or stock that have not vested ($) (1)

Richard MacPherson

James Trettel

The market value of the stock awards that have not vested is calculated using the closing price of $0.92 of our common stock on December 29, 2023, the last trading day of 2023.

Other Benefits

2 unchanged sentences

All employees who are at least 21 years of age are eligible to participate in the 401(k) plan.

The participants may choose from nineteen investment options for the investment of their deferred compensation.

The participants may choose from multiple investment options for the investment of their deferred compensation.

In addition, we match 100% of each participant’s salary deferral, for the first 4% of their salary, with a cash contribution.

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Stockholder Advisory Vote on Executive Compensation

Our Company held an advisory vote on executive compensation in 2023 and intends to take such action annually.

Our Company held an advisory vote on executive compensation in 2024 and takes such action annually.

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

Director Compensation Table for Year Ended December 31, 2024

The following table sets forth information regarding the compensation for 2023 of each non-executive member of the board of directors:

The following table sets forth information regarding the compensation for 2024 of each non-executive member of the board of directors (Ms.

Coogler was elected to the board of directors on December 30, 2024):

Christopher Greenberg

2 unchanged sentences

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 2023:

The following table provides information concerning the restricted stock units (“RSUs”) and stock options granted to the Directors for 2024:

FASB ASC Topic 718 Value

Christopher Greenberg

On May 26, 2023, Mr.

Grant was granted a non-qualified stock option to acquire 125,000 shares of the Company’s common stock exercisable at $0.41 per share, representing the fair market value of the common stock as of the date of grant.

Fifty percent of the option shall vest and become exercisable on November 26, 2023 and the remaining fifty percent shall vest and become exercisable on May 26, 2024.

The option will expire five years after the date of grant.

On January 15, 2024, the Company granted 50,000 RSUs to Mr.

The RSUs vest one year from the grant of grant on January 15, 2025.

Once vested, each RSU represents the right to receive one share of the Company’s common stock.

For 2024, Mr.

Greenberg’s compensation for serving as Chairman of the Board was $100,000.

As of December 31, 2023, $50,000 of Mr.

Greenberg’s cash compensation remained unpaid.

Kaye was not paid any cash compensation for service on the Board in 2023.

Troy Grant, who was appointed to the Board on May 26, 2023, was paid $37,500 for his service on the Board during 2023.

All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company.

Effective as of January 1, 2024, Mr.

Greenberg shall be paid $150,000 per year for serving as Chairman of the Board, and each of Mr.

Grant shall be paid $75,000 annually for serving on the Board.

Greenberg’s compensation for serving as Chairman of the Board was $150,000, and each of Mr.

Grant were paid $75,000 for serving on the Board.

On September 19, 2024, Mr.

Greenberg resigned as chairperson of the Audit Committee and Mr.

Grant was appointed chairperson in his place and will be paid $75,000 annually for serving in such position in addition to the fee paid for his serving on the Board.

Effective as of January 1, 2025, Ms.

Coogler shall be paid $75,000 annually for serving on the Board.

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 16, 2024 by:

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as March 31, 2025 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;

2 unchanged sentences

all of our executive officers and directors as a group.

The column entitled “Percentage of Shares Beneficially Owned” is calculated based on 94,369,392 shares of common stock outstanding as of April 16, 2024.

The column entitled “Percentage of Shares Beneficially Owned” is calculated based on 96,228,153 shares of common stock outstanding as of March 31, 2025.

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 16, 2024 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 March 31, 2025 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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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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Grant has the right to acquire upon exercise of options.

Does not include 50,000 shares underlying 50,000 restricted share units (“RSUs”) which will vest one year from the date of grant on January 15, 2025.

Includes 10,000 shares owned by Ms.

Coogler with her husband, as joint tenants, and 100,000 shares which Ms.

Coogler has the right to acquire upon exercise of options.

Represents 9,300,000 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”).

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

Applicable percentage ownership for each stockholder is based on 94,369,392 shares of common stock outstanding as of April 16, 2024 plus any securities that stockholder has the right to acquire within 60 days of April 16, 2024 pursuant to options, warrants, conversion privileges, or other rights.

Applicable percentage ownership for each stockholder is based on 96,228,153 shares of common stock outstanding as of March 31, 2025 plus any securities that stockholder has the right to acquire within 60 days of March 31, 2025 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 16, 2024 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 March 31, 2025 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.

15 unchanged sentences

Until repaid in full, the New Note shall accrue interest at a rate equal to SOFR plus 2.0% per annum.

The New Note completely replaces and supersedes the Unsecured Note, which shall be of no further force and effect.

The New Note completely replaced and superseded the Unsecured Note, which shall be of no further force and effect.

On August 26 and 27, 2024, the Company repaid AC Midwest the remaining principal of $3,154,931 on the New Note together with accrued interest of $119,164.

As a result, the only remaining debt obligation under the Debt Restructuring Agreement is the profit participation as described below.

In addition, pursuant to the Debt Restructuring Agreement, AC Midwest shall be entitled to a profit participation preference equal to $7,900,000 (the “Restructured Profit Share”).

3 unchanged sentences

The Restructured Profit Share, if not paid in full on or before the Maturity Date, shall remain subject to the terms of the Debt Restructuring Agreement.

In addition to facilitating the private sale to third parties as described above, AC Midwest has granted the Company the exclusive right until December 31, 2024 to facilitate the sale of all or a portion of the remaining balance of the shares of common stock of the Company held by AC Midwest, which proceeds above a certain amount will be applied as a credit against the Restructured Profit Share dollar for dollar.

As a result of the repayment of the remaining principal balance under the Secured Debt, we and AC Midwest executed a Satisfaction and Discharge of Secured Debt confirming the cancellation of the Secured Note and that all of the obligations under the Restated Financing Agreement have been fully satisfied and discharged.

In addition to facilitating the private sale to third parties as described above, AC Midwest granted the Company the exclusive right until December 31, 2024 to facilitate the sale of all or a portion of the remaining balance of the shares of common stock of the Company held by AC Midwest, which proceeds above a certain amount will be applied as a credit against the Restructured Profit Share dollar for dollar (the “Facilitation Credit”).

As of December 31, 2024, the Company had not facilitated the sale of any portion of the remaining shares held by AC Midwest.

As a result, no Facilitation Credit has been issued to the Company.

AC Midwest beneficially owns, or controls or directs, directly or indirectly, 9.67% of the outstanding shares of our common stock.

Kaye Cooper Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $393,111 for the year ended December 31, 2023 for legal services rendered.

Kaye Cooper Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $431,444 for the year ended December 31, 2024 for legal services rendered and disbursement incurred.

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

At December 31, 2024, $37,500 was owed to the firm for services rendered.

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.

4 unchanged sentences

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.

On November 18, 2024, the parties entered into an amendment to the Dakin Agreement which eliminated all further monthly license fees after September 30, 2024.

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.

For the year ended December 31, 2024, Dakin incurred $112,500 license fees.

At December 31, 2024, Dakin was owed $0 from the Company for license fees.

On May 28, 2024, the Company entered into an Administrative Services Agreement with Greenberg Enterprises, LLC (“Greenberg Enterprises”), pursuant to which Greenberg Enterprises will be paid for certain administrative support provided to the Company since January 1, 2024 and administrative support to be provided in the future to the Company including but not limited to general office and technical support, project management and support, and vendor relations support.

Such agreement was terminated effective in December 2024.

During the year ended December 31, 2024, Greenberg Enterprises provided $237,020 for administrative services and $335,100 for expense reimbursement.

At December 31, 2024, Greenberg Enterprises was owed $0 from the Company pursuant to the agreement.

Greenberg Enterprises is a company owned and controlled by Christopher Greenberg, Chairman of the Board of the Company.

Director Independence

The Board consists of four members, three of whom are viewed as being independent within the meaning of Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”).

The Board currently consists of five members, four of whom are viewed as being independent within the meaning of Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”).

For this purpose, a director is independent if he or she has no direct or indirect “material relationship” with the Company, as defined in NI 58-101.

2 unchanged sentences

Christopher Greenberg, David M.

Kaye and Troy Grant are independent for the purposes of NI 58-101.

Kaye, Troy Grant and Mitzi H.

Coogler are independent for the purposes of NI 58-101.

Richard MacPherson is not independent for the purposes of NI 58-101 as he is also an executive officer of the Company.

In addition, although our securities are not listed on any U.S.

national securities exchange, the Board has also determined that Christopher Greenberg, David M.

Kaye and Troy Grant qualify as independent within the meaning of Section 303A.02 of the NYSE Listed Company Manual.

Principal Accounting Fees and Services.

Independent Registered Public Accounting Firm’s Fees

The following table sets forth the fees billed or billable by Rosenberg Rich Baker Berman, P.A., our principal accountants effective as of September 11, 2023, and Marcum LLP, our former principal accountants, for audit and non-audit services rendered to us relating to 2023 and 2022.

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

7 unchanged sentences

_______________________

The aggregate audit fees billed or expected to be billed for professional services rendered by Rosenberg Rich Baker Berman, P.A., our principal accountants effective as of September 11, 2023, 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 $131,000 for the year ended December 31, 2023.

The aggregate audit fees billed for professional services rendered by Marcum LLP, our former 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 $27,816 and $102,151 for the years ended December 31, 2024 and 2023, respectively.

6 unchanged sentences

(1) Financial Statements

Report of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet as of December 31, 2024 and 2023

8 unchanged sentences

Certificate of Incorporation and amendments thereto through November 25, 2014

Amended and Restated By-laws

Certificate of Amendment filed with the Secretary of State of Delaware effective on October 17, 2024

Second Amended and Restated By-laws

Description of Securities

3 unchanged sentences

dated April 24, 2017

Amended and Restated Employment Letter Agreement between Richard MacPherson and Midwest Energy Emissions Corp.

dated January 29, 2019

Employment Agreement between John Pavlish and Midwest Energy Emissions Corp.

dated November 16, 2014

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.

Amended and Restated Employment Agreement with Richard MacPherson dated as of June 7, 2024

Amended and Restated Employment Agreement with John Pavlish dated as of June 7, 2024

Employment Agreement with James Trettel dated as of June 7, 2024

License and Supply Agreement with Dakin Holdings Ltd.

dated as of January 31, 2023

Midwest Energy Emissions Corp.

Amended and Restated 2014 Equity Incentive Plan

Midwest Energy Emissions Corp.

Amended and Restated 2017 Equity Incentive Plan

Form of Option Award Agreement (2017 Equity Incentive Plan)

First Amendment to License and Supply Agreement with Dakin Holdings Ltd.

dated as of November 18, 2024

Amended and Restated 2014 Equity Incentive Plan, as amended October 29, 2024

Amended and Restated 2017 Equity Incentive Plan, as amended October 29, 2024

Form of Option Award Agreement (Amended and Restated 2017 Equity Incentive Plan)

Form of Restricted Share Unit Award Agreement (Amended and Restated 2017 Equity Incentive Plan)

Unsecured Debt Restructuring Agreement among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated as of February 27, 2024

Unsecured Replacement Note dated February 27, 2024

Satisfaction and Discharge of Secured Debt among Midwest Energy Emissions Corp., MES, Inc.

and AC Midwest Energy LLC dated as of February 27, 2024

Code of Ethics

Majority Voting Policy

Code of Ethics and Business Conduct (revised as of December 2, 2024)

Insider Trading Policy (last modified December 2, 2024)

Subsidiaries of the registrant

12 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MIDWEST ENERGY EMISSIONS CORP.

April 16, 2024

BIRCHTECH CORP.

March 31, 2025

/s/ Richard MacPherson

4 unchanged sentences

President, Chief Executive Officer

April 16, 2024

March 31, 2025

Richard MacPherson

2 unchanged sentences

Chief Financial Officer

April 16, 2024

March 31, 2025

Fiona Fitzmaurice

2 unchanged sentences

Chairman of the Board and Director

April 16, 2024

March 31, 2025

Christopher Greenberg

April 16, 2024

March 31, 2025

/s/ Troy Grant

April 16, 2024

March 31, 2025

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