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 At various times over the years, warrants have been issued for services, as parts of contracts, or in settlement agreements. Warrants also have been issued as a part of some financings. As of the date of filing, not including expired or exercised warrants, the Company has issued warrants to purchase an aggregate of 18,098,310 shares of common stock. The exercise prices associated with these agreements range from $0.05 to $0.30 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 65,530,000 shares of common stock of which 26,805,000 have vested and 38,725,000 have not yet vested. The exercise prices range from $0.05 to $0.30 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. 6 Holders As of the date of filing, there were 299,416,769 shares of common stock outstanding and approximately 342 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 26,805,000 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 38,725,000 shares of common stock. Plan Category Maximum number of securities reserved under equity compensation plan (1) 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 55,439,038 $ 0.13 51,080,000 Equity compensation plans not approved by security holders 0 n/a n/a Total 55,439,038 51,080,000 (1) As of December 31, 2022. 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. 7 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, 2022 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 Tom Camerlengo 01/12/22 Common Stock 150,000 Exercise of Warrants North Equities 03/05/22 Common Stock 322,581 Professional Services Bill Fitzpatrick 03/10/22 Common Stock 100,000 Professional Services NWBB, Inc 03/10/22 Common Stock 25,200 Professional Services NWBB, Inc 04/22/22 Common Stock 28,600 Professional Services Ben Slager 04/29/22 Common Stock 500,000 Purchase @ $0.15 per share AES Capital Resource Fund 05/02/22 Common Stock 500,000 Purchase @ $0.15 per share Chris and Angela Kneppers 05/02/22 Common Stock 2,333,333 Purchase @ $0.15 per share Raymond Leon 05/04/22 Common Stock 500,000 Purchase @ $0.15 per share Melvin H. Eaton II 05/23/22 Common Stock 333,333 Purchase @ $0.15 per share Mark Monahan 05/23/22 Common Stock 333,333 Purchase @ $0.15 per share Johan Foster 05/26/22 Common Stock 25,000 Professional Services Caroline Libra 05/26/22 Common Stock 25,000 Professional Services Thomas Camerlengo 05/31/22 Common Stock 200,000 Exercise of Options Steve Paul 07/07/22 Common Stock 166,667 Purchase @ $0.15 per share Randall Brodsky 07/11/22 Common Stock 333,333 Purchase @ $0.15 per share NWBB, Inc. 07/12/22 Common Stock 34,000 Professional Services Mudai Nakagawa 07/22/22 Common Stock 500,000 Purchase @ $0.15 per share NWBB, Inc. 08/17/22 Common Stock 29,444 Professional Services Linda Gulla 08/22/22 Common Stock 23,889 Professional Services NWBB, Inc. 08/29/22 Common Stock 26,111 Professional Services Bohdan Rudawski 09/02/22 Common Stock 133,333 Purchase @ $0.15 per share Mark Cox 09/02/22 Common Stock 333,333 Purchase @ $0.15 per share Kathleen Doherty 09/12/22 Common Stock 133,333 Purchase @ $0.15 per share NWBB, Inc. 09/20/22 Common Stock 55,398 Professional Services Charles McCann 10/21/22 Common Stock 666,666 Purchase @ $0.15 per share NWBB, Inc 10/21/22 Common Stock 12,805 Professional Services Alvian Istrate 10/21/22 Common Stock 200,000 Purchase @ $0.15 per share Alan Catterall 10/31/22 Common Stock 170,000 Purchase @ $0.15 per share Wingard, LLC 10/31/22 Common Stock 70,000 Professional Services Randall Brodsky 11/07/22 Common Stock 400,000 Purchase @ $0.15 per share NWBB, Inc. 11/10/22 Common Stock 34,091 Professional Services Richard Snider 12/14/22 Common Stock 100,000 Purchase @ $0.15 per share Steven Dunkle Rev Trust 12/21/22 Common Stock 7,000,000 Exercise of Warrants Mudai Nakagawa 12/22/22 Common Stock 150,000 Purchase @ $0.15 per share Raymond Leon 01/03/23 Common Stock 200,000 Purchase @ $0.15 per share James Cherwin 01/30/23 Common Stock 100,000 Purchase @ $0.15 per share Edmund Burke 01/30/23 Common Stock 4,450,148 Exercise of Warrants Edmund Burke 01/31/23 Common Stock 1,000,000 Exercise of Warrants NWBB, Inc. 02/06/23 Common Stock 40,000 Professional Services Ron Smith 02/06/23 Common Stock 166,666 Purchase @ $0.15 per share Mark Monahan 02/17/23 Common Stock 333,333 Purchase @ $0.15 per share Michael Fidler 02/17/23 Common Stock 200,000 Purchase @ $0.15 per share Joseph Corry 02/17/23 Common Stock 100,000 Purchase @ $0.15 per share William Newman 02/21/23 Common Stock 100,000 Purchase @ $0.15 per share Johnny Anastasiades 03/01/23 Common Stock 135,000 Purchase @ $0.15 per share Jozef Kneppers 03/06/23 Common Stock 1,333,333 Purchase @ $0.15 per share James & Michelle Dupre 03/06/23 Common Stock 150,000 Purchase @ $0.15 per share Randall Brodsky 03/07/23 Common Stock 400,000 Purchase @ $0.15 per share Tamara Chapman Revocable Trust 03/08/23 Common Stock 333,333 Purchase @ $0.15 per share John Comrie 03/08/23 Common Stock 333,333 Purchase @ $0.15 per share William Fitzpatrick 03/24/23 Common Stock 100,000 Professional Services The securities issued in the above-mentioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(a)(2) of that Act and Rules 504 and 506 of Regulation D. 9 ITEM 6. 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