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 28,071,495 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 90,530,661 shares of common stock of which 44,259,324 have vested and 46,271,337 have not yet vested. The exercise prices range from $0.05 to $0.23 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. 7 Holders As of the date of filing, there were 308,629,508 shares of common stock outstanding and approximately 340 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 as of December 31, 2024, fully earned and vested option agreements in place to purchase an aggregate of 32,655,548 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 18,451,722 shares of common stock. Outside of the ESOP, there are fully earned and vested option agreements in place to purchase an aggregate of 4,788,019 shares of common stock, and there are additional agreements that vest over the next two years or that conditionally vest to purchase an additional 33,076,282 shares of common stock. Plan category Number of Securities to be Issued upon Exercise of outstanding options, warrants, and rights to Executives, Directors, Employees, and Consultants (1) Weighted- average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (1) Equity Compensation Plans Approved by Securities Holders 51,107,270 $ 0.14 8,171,598 Equity Compensation Plans Not Approved by Securities Holders 37,864,301 $ 0.13 - Total 89,971,571 $ 0.13 8,171,598 (1) As of December 31, 2024. 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. 8 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. Recent Sales of Unregistered Securities Below is a list of securities sold by the Company from January 1, 2024 through the date of filing which were not registered under the Securities Act. Entity Date of Investment Title of Security Amount of Securities Sold Consideration Vestech Securities 01/26/24 Common Stock 52,500 Professional Services Tito Sanchez 04/25/24 Common Stock 62,045 Professional Services Steven Sadaka 07/01/24 Common Stock 312,500 Note Conversion Anthony Santelli, Sr. 09/30/24 Common Stock 1,875,000 Note Conversions Mark Monahan 09/30/24 Common Stock 625,000 Note Conversion Bohdan Rudawski 11/14/24 Common Stock 250,000 Purchase @ $0.10 per share Randall Brodsky 11/14/24 Common Stock 500,000 Purchase @ $0.10 per share Rick Seidner 11/14/24 Common Stock 200,000 Purchase @ $0.10 per share Anthony Santelli, Sr. 11/22/24 Common Stock 800,000 Purchase @ $0.10 per share Charles Wesley Works 12/09/24 Common Stock 220,000 Purchase @ $0.10 per share Randall Brodsky 12/26/24 Common Stock 315,500 Note Conversion Clay Taylor 01/21/25 Common Stock 625,000 Note Conversion The securities issued in the above-mentioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(a)(2) of that Act and Rules 504 and 506 of Regulation D. 9 ITEM 6. 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