BLUE BIOFUELS, INC. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Registrant’s Common Equity The Company became subject to Securities Exchange Act Reporting Requirements in October 2012. The symbol “BIOF” is assigned for its securities. The Company’s common stock commenced trading on the OTCBB on February 5, 2014, under the symbol ALLM and changed to BIOF on August 27, 2021. On November 13, 2018, the Company filed a Form 15, suspending its duty to file reports under sections 13 and 15(d) of the Securities Exchange Act. The Company has subsequently traded on the Pink Sheets. On January 5, 2021, the Company filed a Form 10 Registration Statement to become fully reporting again and has been fully reporting ever since. Options and Warrants In November 2020, the Company began a round of financing wherein each unit consists of one (1) share of common stock and one (1) warrant to purchase common stock at a price of $0.15 per share for two (2) years. The Company sold 7,843,332 units. This financing was closed on January 5, 2021. Subsequent financings have not contained warrants attached to them, or if they have all such warrants have expired or been exercised. At various times over the years, warrants have been issued for services, as parts of contracts, or in settlement agreements. Warrants also remain from some prior financings. As of the date of filing, not including expired or exercised warrants, the Company has issued warrants to purchase an aggregate of 28,321,961 shares of common stock. The exercise prices associated with these agreements range from $0.005 to $0.45 and terms range from twenty four months to ten (10) years. As of the date of this filing, the company has issued option agreements to its independent directors, officers, employees, and consultants, to purchase an aggregate of 47,384,466 shares of common stock of which 22,724,466 have vested and 24,660,000 have not yet vested. The exercise prices range from $0.042 to $0.45 and terms range from five (5) to ten (10) years. Other than the foregoing, none of the Company’s shares of Common Stock are subject to outstanding options or warrants. Holders As of the date of filing, there were 274,153,883 shares of common stock outstanding and approximately 329 stockholders of record. Transfer Agent and Registrar The Company’s transfer agent is ClearTrust, LLC., 16540 Pointe Village Dr., Suite 205, Lutz, FL 33558, Phone: 813-235-4490. Dividend Policy The Company has never paid any cash dividends on its Common Stock and does not anticipate paying any cash dividends on its Common Stock in the foreseeable future. The Company intends to retain future earnings to fund ongoing operations and future capital requirements of its business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. Securities Authorized for Issuance Under Equity Compensation Plans There are currently, as of the date of filing, fully earned and vested option agreements in place to purchase an aggregate of 22,724,466 shares of common stock under the Company’s 2021 Employee, Director Stock Plan and there are additional agreements vesting over the next 5 years, or conditional upon events, to purchase an additional 24,660,000 shares of common stock. 7 Plan Category Maximum number of securities reserved under equity compensation plan Weighted average exercise price of outstanding options, warrants, and rights Number of securities to be issued upon exercise of outstanding options, warrant, and rights Equity compensation plans approved by security holders 52,891,546 $ 0.13 50,034,466 Equity compensation plans not approved by security holders 0 n/a n/a Total 52,891,546 50,034,466 The Plan provides that awards may be granted to officers, employees, consultants, or directors of the Company and its affiliates (“ Eligible Persons ”). The Plan permits the board of directors of the Company to grant three types of awards (“ Awards ”) to Eligible Persons: (a) a stock appreciation right (“ Stock Appreciation Right ”); (b) a stock option (“ Stock Option ”); and (c) a stock award (“ Stock Award ”). Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: (a) incentive Stock Options; and (b) non-qualified Stock Options. The exercise price per share under a Stock Option is determined by the administrator of the Plan (which is either the entire board or a designated committee comprised solely of independent directors); provided, however, that such exercise price is not less than the fair market value per Purchaser Share on the date the Stock Option is granted, subject to certain exceptions. The term of each Stock Option is fixed by the administrator of the Plan and no incentive Stock Option may be exercisable more than 10 years after the date such incentive Stock Option is granted. The Plan provides that other terms and conditions may be attached to a particular Stock Option, such terms and conditions to be referred to in an option agreement. In the event an option holder ceases to be an Eligible Person other than by reason of death, disability or cause, the option holder may exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable on the date of such termination. In the event an option holder ceases to be an Eligible Person by reason of death or disability, the option holder or his or her representative, as applicable, may exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable on the date of such death or disability. All outstanding and unexercised Stock Options of an option holder will be cancelled in the event that such person ceases to be an Eligible Person by reason of cause. Stock Appreciation Rights may be granted either on a stand-alone basis or in conjunction with all or part of any Stock Option granted under the Plan. Stock Appreciation Rights granted on a stand-alone basis may be exercisable only at such time or times and to such extent as determined by the administrator of the Plan. Stock Appreciation Rights granted in conjunction with all or part of any Stock Option may be exercisable only at the time or times and to the extent that the Stock Options to which they relate are exercisable. Upon the exercise of a Stock Appreciation Right, a holder will be entitled to receive an amount in cash, Purchaser Shares or both, which in the aggregate is equal in value to the difference in the fair market value of the Purchaser Shares at the date of exercise less the fair market value of the Purchaser Shares at the date of grant. Stock Awards may be directly issued under the Plan, subject to such terms, conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations as the administrator of the Plan may determine. Subject to adjustment as provided in the Plan, the aggregate number of shares of common stock which may be delivered under the Plan shall not exceed a number equal to 15% of the total number of shares of common stock outstanding. The maximum number of shares of common stock which may be delivered under the Plan shall automatically increase by a number sufficient to cause the number of shares of common stock covered by the Plan to equal 15% of the total number of shares of common stock then outstanding, assuming for this purpose the conversion into common stock of all outstanding securities that are convertible by their terms (directly or indirectly) into common stock. The exercise price per share of common stock purchasable under a Stock Option shall be determined by the administrator of the Plan; provided, however, that the exercise price per share shall be not less than the Fair Market Value (as defined in the Plan) per share on the date the Stock Option is granted, or if the Stock Option is intended to qualify as an Incentive Stock Option and is granted to an individual who is a Ten Percent Holder (as defined in the Plan), not less than 110% of such Fair Market Value per share. The term of each Stock Option shall be fixed by the administrator of the Plan, but no Incentive Stock Option shall be exercisable more than 10 years (or five years in the case of an individual who is a Ten Percent Holder) after the date the Incentive Stock Option is granted. 8 Recent Sales of Unregistered Securities Below is a list of securities sold by the Company from January 1, 2021 through the date of filing which were not registered under the Securities Act. Entity Date of Investment Title of Security Amount of Securities Sold Consideration Mark Cox 01/05/21 Common Stock 133,333 Purchased @ $0.075 per share Dave Vanchina 01/05/21 Common Stock 200,000 Purchased @ $0.075 per share Pamela McKenna 01/05/21 Common Stock 133,333 Purchased @ $0.075 per share Michael Bozek 01/05/21 Common Stock 135,000 Purchased @ $0.075 per share Sean Edmund Burke 01/05/21 Common Stock 133,334 Purchased @ $0.075 per share Jeffrey Howard 01/05/21 Common Stock 200,000 Purchased @ $0.075 per share Brian Joseph Burke 01/05/21 Common Stock 275,000 Purchased @ $0.075 per share Alexander C Shepard 01/05/21 Common Stock 400,000 Purchased @ $0.075 per share Edmund Burke 01/05/21 Common Stock 266,666 Purchased @ $0.075 per share Conner Thomas Burke 01/05/21 Common Stock 133,333 Purchased @ $0.075 per share Kevin Owen Burke 01/05/21 Common Stock 133,333 Purchased @ $0.075 per share Vestech Securities, Inc. 01/05/21 Common Stock 10,500 Professional Services Bret Williams 01/05/21 Common Stock 59,500 Professional Services Tom Camerlengo 01/11/21 Common Stock 200,000 Exercise of Options Radall Brodsky 01/11/21 Common Stock 333,333 Exercise of Warrants John Lucken 01/11/21 Common Stock 333,334 Exercise of Warrants Mary Lucken 01/11/21 Common Stock 166,667 Exercise of Warrants The Loyalty American Companies, Inc. 01/13/21 Common Stock 333,333 Exercise of Warrants Annie Bindler 01/13/21 Common Stock 50,000 Convertible Debenture Zachary Bindler 01/13/21 Common Stock 50,000 Convertible Debenture SLMJ Rocky Opportunity Trust 01/15/21 Common Stock 480,000 Convertible Debenture Annie Bindler 01/20/21 Common Stock 100,000 Exercise of Warrants Zachary Bindler 01/20/21 Common Stock 100,000 Exercise of Warrants John Allen James 01/20/21 Common Stock 200,000 Purchased @ $0.25 per share Randall Brodsky 01/20/21 Common Stock 80,000 Purchased @ $0.25 per share John E. Lucken Revocable Trust 01/20/21 Common Stock 80,000 Purchased @ $0.25 per share Edmund Burke 01/22/21 Common Stock 3,500,000 Convertible Debenture Edmund Burke 01/22/21 Common Stock 1,000,000 Convertible Debenture AES Capital Partners 01/22/21 Common Stock 2,000,000 Convertible Debenture Frank & Joan Costabile Trust 01/25/21 Common Stock 100,000 Purchased @ $0.25 per share 9 Stacy Costabile 01/25/21 Common Stock 100,000 Purchased @ $0.25 per share Randall Brodsky 01/26/21 Common Stock 80,000 Purchased @ $0.25 per share Mary T. Lucken Revocable Trust 01/26/21 Common Stock 80,000 Purchased @ $0.25 per share John E. Lucken Revocable Trust 01/26/21 Common Stock 80,000 Purchased @ $0.25 per share Bohdan Rudawski Revocable Trust 01/26/21 Common Stock 100,000 Purchased @ $0.25 per share Sam Spector 01/26/21 Common Stock 100,000 Purchased @ $0.25 per share Animated Family Films, Inc 01/26/21 Common Stock 100,000 Purchased @ $0.25 per share Bruce Greenburg Revocable Trust 01/26/21 Common Stock 250,000 Exercise of Warrants Chris Kneppers 01/27/21 Common Stock 50,000 Exercise of Warrants Bill Fitzpatrick 01/27/21 Common Stock 100,000 Professional Services Audie Rolnick 01/27/21 Common Stock 90,000 Purchased @ $0.25 per share Makhulu Holdings, LLC 01/29/21 Common Stock 100,000 Purchased @ $0.25 per share Vecchitto FLP Valori, LLC 01/30/21 Common Stock 900,000 Exercise of Warrants Annie Bindler 02/01/21 Common Stock 100,000 Exercise of Warrants Zachary Bindler 02/01/21 Common Stock 100,000 Exercise of Warrants Adam Langsom 02/01/21 Common Stock 15,000 Exercise of Warrants Marjorie A Fidler & Michael Fidler 02/01/21 Common Stock 100,000 Purchased @ $0.25 per share Gregory Nacron 02/01/21 Common Stock 80,000 Purchased @ $0.25 per share Alexander Dimitrief 02/01/21 Common Stock 75,000 Exercise of Warrants Arthur Lehrhoff 02/01/21 Common Stock 15,000 Exercise of Warrants Bernard Lehrhoff 02/01/21 Common Stock 15,000 Exercise of Warrants Bradley S Schmarak Declaration of Trust 02/01/21 Common Stock 45,000 Exercise of Warrants Bryan I Schwartz Revocable Trust 02/01/21 Common Stock 15,000 Exercise of Warrants Daniel J Hyman 02/01/21 Common Stock 15,000 Exercise of Warrants Daniel Lehrhoff and Patti Lehrhoff Trust 02/01/21 Common Stock 30,000 Exercise of Warrants David Duckler 02/01/21 Common Stock 30,000 Exercise of Warrants Diane S Kahan 02/01/21 Common Stock 15,000 Exercise of Warrants JCH Investments, LLC 02/01/21 Common Stock 75,000 Exercise of Warrants Kenneth M Berman 02/01/21 Common Stock 15,000 Exercise of Warrants Mason Phelps Revocable Trust 02/01/21 Common Stock 75,000 Exercise of Warrants Michael Hochman IRA Rollover 02/01/21 Common Stock 21,000 Exercise of Warrants Randy Abeles 02/01/21 Common Stock 30,000 Exercise of Warrants Monique Miron 02/03/21 Common Stock 50,000 Purchased @ $0.25 per share Russel L. Miron 02/03/21 Common Stock 50,000 Purchased @ $0.25 per share Chris Kneppers 02/05/21 Common Stock 320,000 Exercise of Warrants Tyler & Brett Properties, LLC 02/05/21 Common Stock 100,000 Purchased @ $0.25 per share 10 Matthew & Ashley Beck 02/05/21 Common Stock 100,000 Purchased @ $0.25 per share Capital Consulting, Inc. 02/05/21 Common Stock 100,000 Purchased @ $0.25 per share Gary Noskin 02/05/21 Common Stock 100,000 Purchased @ $0.25 per share Martin Schwimmer 02/05/21 Common Stock 100,000 Purchased @ $0.25 per share Steven C Paul 02/05/21 Common Stock 200,000 Purchased @ $0.25 per share Vecchio Financial, LLC 02/05/21 Common Stock 200,000 Purchased @ $0.25 per share PT7, LLC 02/05/21 Common Stock 800,000 Purchased @ $0.25 per share Julie Kaplan 02/05/21 Common Stock 100,000 Purchased @ $0.25 per share LK Dayton Investments, LLC 02/05/21 Common Stock 200,000 Purchased @ $0.25 per share Randall Brodsky 02/05/21 Common Stock 60,000 Purchased @ $0.25 per share 321Gold, Ltd. 02/05/21 Common Stock 200,000 Purchased @ $0.25 per share Steven Nelson 02/05/21 Common Stock 200,000 Purchased @ $0.25 per share Jason Walkow 02/05/21 Common Stock 40,000 Purchased @ $0.25 per share ANIMATED FAMILY FILMS, INC. 02/08/21 Common Stock 100,000 Purchased @ $0.25 per share Krzysztof Gozdziak 02/08/21 Common Stock 140,000 Purchased @ $0.25 per share John Piper Jr. 02/09/21 Common Stock 50,000 Purchased @ $0.25 per share Edward J Piper 02/09/21 Common Stock 50,000 Purchased @ $0.25 per share M&K Bio LLC 02/09/21 Common Stock 600,000 Purchased @ $0.25 per share Bradley S Schmarak 02/09/21 Common Stock 100,000 Purchased @ $0.25 per share Evelyn Varvitsiotes 02/09/21 Common Stock 40,000 Purchased @ $0.25 per share Paul M Chung Trust 02/09/21 Common Stock 100,000 Purchased @ $0.25 per share Raymond L Leon 02/10/21 Common Stock 250,000 Purchased @ $0.25 per share Anthony S De Leo & Paul De Leo JTWROS 02/11/21 Common Stock 200,000 Purchased @ $0.25 per share Chris Kneppers 02/11/21 Common Stock 130,000 Exercise of Warrants LABRYS FUND 02/12/21 Common Stock 100,000 Exercise of Warrants John D Lane 02/12/21 Common Stock 350,000 Exercise of Warrants John D Lane 02/12/21 Common Stock 362,000 Exercise of Warrants SLMJ Rocky 2017 Opportunity Trust 02/12/21 Common Stock 1,000,000 Exercise of Warrants SLMJ Rocky 2017 Opportunity Trust 02/12/21 Common Stock 1,425,000 Exercise of Warrants SLMJ Rocky 2017 Opportunity Trust 02/12/21 Common Stock 1,815,342 Exercise of Warrants Tom Camerlengo 02/19/21 Common Stock 150,000 Exercise of Options 11 Tom Camerlengo 02/19/21 Common Stock 177,778 Cashless Exercise of Options Chris Kneppers 02/22/21 Common Stock 4,500,000 Exercise of Warrants Mark Monahan 02/22/21 Common Stock 200,000 Purchased @ $0.25 per share Jason Taylor 02/24/21 Common Stock 200,000 Purchased @ $0.25 per share David Gross and Nancy Burgess 02/25/21 Common Stock 200,000 Exercise of Warrants Vestech Securities, Inc. 03/03/21 Common Stock 6,450 Professional Services Bret Williams 03/03/21 Common Stock 36,550 Professional Services Max Assenheimer 03/17/21 Common Stock 10,000 Professional Services Hazel Holdings, LP 03/22/21 Common Stock 1,000,000 Purchased @ $0.25 per share Randall Brodsky 04/12/21 Common Stock 60,000 Purchased @ $0.25 per share Mark Monahan 08/05/21 Common Stock 100,000 Purchased @ $0.25 per share Tom Camerlengo 08/31/21 Common Stock 160,118 Cashless Exercise of Options Linda Gulla 09/20/21 Common Stock 40,000 Professional Services NWBB, Inc. 09/20/21 Common Stock 38,000 Professional Services Johan Foster 10/05/21 Common Stock 3,000 Professional Services Nate Mancuso 10/20/21 Common Stock 100,000 Professional Services Randall Brodsky 12/10/21 Common Stock 100,000 Purchased @ $0.25 per share Mary T. Lucken Revocable Trust 12/10/21 Common Stock 40,000 Purchased @ $0.25 per share John E. Lucken Revocable Trust 12/10/21 Common Stock 60,000 Purchased @ $0.25 per share Bohdan Rudawski 12/10/21 Common Stock 40,000 Purchased @ $0.25 per share Steve Tumen 12/10/21 Common Stock 50,000 Purchased @ $0.25 per share Stacy Costabile 12/10/21 Common Stock 50,000 Purchased @ $0.25 per share Melvin H. Eaton II 12/10/21 Common Stock 400,000 Purchased @ $0.25 per share Linda Gulla 12/10/21 Common Stock 400,000 Purchased @ $0.25 per share Vestech Securities, Inc. 12/10/21 Common Stock 2,625 Professional Services Bret Williams 12/10/21 Common Stock 14,875 Professional Services Nate Mancuso 12/13/21 Common Stock 75,000 Professional Services NWBB, Inc. 12/17/21 Common Stock 19,200 Professional Services Tom Camerlengo 01/12/22 Common Stock 150,000 Exercise of Warrants The securities issued in the above-mentioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(a)(2) of that Act and Rules 504 and 506 of Regulation D. 12 ITEM 6. [Removed and reserved]