BLUE BIOFUELS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2024. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were effective. Management’s Annual Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of the Evaluation Date. Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. 15 PART III ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors, Executive Officers and Significant Employees The following table sets forth information with respect to the Company’s directors and executive officers. Name Age Position and Offices Benjamin Slager 62 Chief Executive Officer and Chairman Anthony Santelli 59 Chief Financial Officer and Director George D. Bolton 75 Director and Secretary Charles F. Sills 81 Director Peter Zimeri 71 Director Edmund Burke 64 Director Chris Kneppers 74 Director Benjamin Slager became a director in October 2016, the Chief Technology Officer on April 1, 2017, the Chief Executive Officer on July 6, 2018, and Chairman on February 26, 2019. Mr. Slager is a seasoned business professional with significant experience in corporate finance, venture capital, and entrepreneurship. He has a proven record in founding, developing and selling high tech companies. He is the inventor of the patented CTS technology. Mr. Slager began his career in 1987 as a financial analyst with a venture capital firm, NesBic Holding BV, in Utrecht, the Netherlands. He also served as a market maker on the European Option Exchange in Amsterdam, while working for International Option Investment BV, in Amsterdam. In 1990, Mr. Slager turned his focus to sales and marketing while serving as a sales engineer and international sales director for ASM Pacific technologies in the Netherlands. In 1993, Mr. Slager began a 28-year career as a serial entrepreneur in starting, developing, and selling technically innovative companies. He was the Founder and CEO of NedCard and MicroIdentt a company assembling chips for bank cards and other electronic identification carriers. He started and grew that company from zero to a $100 million revenue base with affiliates in several countries. Further Ben was founder and CEO of SolarExcel BV, which had a patented solution to increase solar cell performance. He was also the CEO of Novameer BV, a company with high tech patented fibers. Ben sold off all of these companies to large multinationals. He has 20 families of patents summing to 108 in his name, divided over different territories in the world, including the CTS process that is owned by Blue Biofuels. Mr. Slager received his Bachelor of Science in Chemical Engineering from Technical College of Chemical Engineering in Hilversum, the Netherlands, in 1985. He also received a degree in Business Administration from Nijenrode University for Business Administration in 1987. The Company’s board determined that Mr. Slager is well-qualified to serve in senior management and member of the board of directors through his experience developing our technology and his prior experience founding, developing and selling technology companies. He is not a director of any other public company. 16 Anthony Santelli II became a director on May 4, 2018, the Chair of the Audit Committee on May 11, 2018, until 2020, the Chief Operating Officer on October 20, 2018, and the Chief Financial Officer on February 1, 2020. His financial expertise along with his experience restructuring and building companies is the reason he was selected to be a board member and senior executive. Dr. Santelli served as a money manager for 20 years as the Founder and Chief Executive Officer of AES Capital, a hybrid venture capital-hedge fund management company. Dr. Santelli is an entrepreneur who has started, helped finance, or turnaround, various private companies and micro-cap publicly traded companies concentrating in the mining, energy and alternative energy fields. He has served in senior management and board positions at various private and micro-cap companies, although he has not served on the board of any other public company in the past five years. He previously was employed by Andersen Consulting, now known as Accenture, rising to the level of a Senior Management Systems Consultant before going to graduate school. Dr. Santelli received his M.A. and Ph.D. in Economics from George Mason University, did graduate studies in economics and finance at NYU, and has a B.S. in Industrial Engineering from Cornell University. He had taught economics and finance at Union College and George Mason University prior to creating AES Capital. He is not currently a director of any other public company. Charles F Sills became a director of the Company in July 2015. Mr. Sills has worked for the Defense Leadership Forum since 2014 as National Program Director for the Defense Contracting Summit Conferences. He has extensive experience planning and directing international industrial, infrastructure, environmental and energy initiatives, having served as a member of the Danube Task Force, the governing council that ran the Danube Basin Environmental Restoration Program led by the World Bank, the European Bank for Reconstruction & Development and the UN Development Program, involving 13 countries from Austria to Moldova. He also served on the Japan-U.S. Joint Fund for Social & Economic Development in Central/Eastern Europe, the Helsinki Commission focused on the environmental clean-up of the Baltic Sea, the Kaliningrad Defense Conversion Initiative, and the NGO Delegation to NAFTA, where he helped draft the Environmental Supplements. Mr. Sills was responsible for securing major funding support for the Smithsonian Institute’s biodiversity preservation/cancer cure research program in Brazil’s Amazon region; for the Sassari, Sardinia symposium on ozone depletion organized by the International Council of Scientific Unions; and for the White House Presidential Awards program sponsored by the President’s Council on Sustainable Development. He is not a director of any other public company. Mr. Sills has been engaged in the renewable energy sector since the 1980’s, when he led the Martin Marietta Aerospace (now Lockheed Martin) team that won the contract for and installed the world’s largest (at that time) solar photovoltaic energy installation, under a pilot program co-funded by the U.S. and Saudi Arabian Governments; researched and wrote a worldwide survey of renewable energy technologies and commercialization opportunities; and testified before Congress on the need for pro-active U.S. Government support for advanced renewable energy R&D and demonstration programs. Currently, he serves on both the Defense & Security Advisory Committee and the International Advisory Committee for the American Council on Renewable Energy (“ACORE”); and serves as a Board Member and Advisor on Energy and Environment for the Eurasia Center/Eurasian Business Coalition, where he has planned and moderated conferences on “Doing Business with the BRICS (Brazil, Russia, India, China and South Africa)”, and energy and infrastructure investment opportunities associated with the “New Silk Road”. He has extensive experience in Government Contracting, and an advocate for Small Business access to Federal and Military contracting opportunities, which is the reason he was chosen to be a director. (He is not a director of any other public company.) He has served as a member of the U.S. Chamber of Commerce’s Small Business Council, and an observer to the White House sponsored Inter-Agency Task Force on Veterans Business Development. He is President of FED/Contracting LLC, a consultancy that assists Small Businesses in partnering with Prime Contractors, and helps the Prime Contractors qualify Veteran and Minority vendors as teammates for project opportunities with mandated Diversity Supplier content. Based on the U.S. Defense Dept. ‘Mentor-Protégé’ program that he managed, Trillacorpe Construction, a Service-Disabled Veteran-Owned Small Business, was awarded the 2010 Defense Department Nunn-Perry Award for “superior performance in the areas of business growth and return on investment, Government contracting, technical performance and quality management”. George D. Bolton became a director of the Company in July 2015. Mr. Bolton had been retired since 2010. Mr. Bolton was selected to the board for his agriculture industry experience and his expertise with climate change. Although not a member of any other corporate board, he is a seasoned business professional with significant experience in production agriculture. From the management of fertilizer and chemical plants to the development and integration of a precision farming system for a national fertilizer and chemical distribution company, George has worked to develop and integrate new technologies for agriculture. 17 Prior to becoming a director of the Company, Mr. Bolton recognized the impact carbon intensity would have on agriculture. Mr. Bolton was one of the founders of AgCert International, and co-author of the first agricultural baseline methodology approved by the United Nations Framework Convention on Climate Change (UNFCC) AM0016: Greenhouse gas mitigation from improved animal waste management systems in confined animal feeding operations . Under his direction this methodology was the catalyst which allowed AgCert International to construct over 725 biodigesters impacting more than 94% of the qualifying concentrated animal feeding operations in Mexico and Brazil. The construction and operation of these biodigesters dramatically improved each farms local environment impact while also lowering their carbon intensity. The cooperation between AgCert and the local farmers enabled the use of the Clean Development Mechanism of the UNFCC to produce and market millions of certified emissions for the purchasers, as well as covering the costs of each farm’s biodigesters. Peter Zimeri is self-employed and has been semi-retired since 2010. He has been the single largest private producer of electricity in Central America through his ownership and operation of five power plants producing 120 MW of electricity. He has also been the owner of a textile plant with a workforce of over 3000. He has degrees in Mechanical and Aeronautical Engineering from Georgia Tech. He has been a board member of the International Civil Aviation Organization and has extensive contacts in the aviation world, which is the reason he was selected to be a director, along with his experience managing plants. He is not currently a member of any other corporate board. Edmund (Ned) Burke has been a director of the Company since 2020 and previously served in the financial services industry for the last 36 years, and his extensive contacts are the reason he was selected to be a board member. He recently retired as CEO of ALPS Holdings Inc., a wholly owned subsidiary of SS&C Technologies Inc. Ned joined ALPS in 1992 as National Sales Manager, was named President in 2000 and became CEO in 2005 with the acquisition of ALPS by private equity firm Lovell Minnick Partners. ALPS was then acquired by DST Systems in 2011 and he remained CEO through DST being acquired by SS&C until his retirement in 2019. From the time he became president in 2000 through his retirement in 2019, his company’s revenue grew from approximately $10 million to over $220 million. Prior to ALPS, he held Regional Vice President positions with Fidelity Investments and Pioneer Investments. Mr. Burke currently serves on the boards of 4 investment company complexes: Financial Investors Trust, ALPS ETF Trust, Clough Global Funds and Liberty AllStar Funds. He also is an investor/advisor to a number of small companies. He has a B.A. in Economics from the University of New Hampshire. Chris Kneppers Chris has been a director of the Company since September, 2022, and is not on the board of any other public company. He was educated in South Africa as a Mechanical Engineer. He has 45 years of experience in the Construction industry in several engineering disciplines with an emphasis in Cost Estimating. His experience includes involvement in a wide range of projects, including large civil works, diesel generation in power stations, and solar electric installations. Chris Kneppers was one of the Principals of MKA International, Inc. (formerly Madsen, Kneppers & Associates) and has been involved in its running and development since 1989. MKA is a multi-disciplined Construction and Engineering Consulting firm. Chris recently stepped down from his position as Vice President and still serves as a Board Member. His role in the 33 years with the firm included establishing and developing offices, attracting and growing a client base, along with facilitating various technical disciplines within the company to address the needs of clients. Audit Committee and Audit Committee Financial Expert The Company’s board of directors has an audit committee which currently consists of Edmund Burke (chair), Chris Kneppers, and Peter Zimeri. Mr. Burke is the audit committee financial expert. Other Board Committees The Company’s board of directors has a compensation committee consisting entirely of independent directors, with Edmund Burke as Chair and Peter Zimeri and Charles Sills as the other members. The Company has established a nominating and corporate governance committee, consisting entirely of independent directors, with George Bolton serving as chair and Edmund Burke and Peter Zimeri as the other members. 18 Involvement in Certain Legal Proceedings During the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company has: (i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated except for the following: Four of the directors of the Company (Messrs. Slager, Santelli, Sills and Bolton) were directors or executive officers of the Company at the time of the Company’s filing of a Voluntary Petition for Non-Individuals Filing for Bankruptcy pursuant to Chapter 11 of the United States Bankruptcy Act in the United States Bankruptcy Court for the Southern District of Florida (Case No. 18-23071-EPK) on October 22, 2018. This Bankruptcy Proceeding was closed on October 25, 2019. Section 16(a) Beneficial Ownership Reporting Compliance Our shares of common stock are registered under the Securities Exchange Act of 1934, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) of such Act which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. The Company filed a Form 15 in 2018 ceasing to be a “reporting Company”. On January 5, 2021, the Company filed a Form 10, which became effective 60 days later, on March 8, 2021. Based solely upon our review of reports submitted to us during the fiscal year ended December 31, 2023, The following table sets forth the name of any such person that failed to file the required forms on a timely basis, including the number of late reports, the number of transactions not reported on a timely basis and any known failure to file a required form. Name Number of late reports Number of transactions not reported timely George Bolton 1 0 Code of Ethics The Company’s board of directors has adopted a code of ethics that its officers, directors and any person who may perform similar functions is subject to. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. 19 ITEM 11. – EXECUTIVE COMPENSATION The Company’s board of directors has a compensation committee consisting entirely of independent directors, with Peter Zimeri as chair and Edmund Burke and Charles Sills as the other members. The Company’s compensation philosophy is based on its belief that its compensation programs should be aligned with stockholders’ interests and business objectives; reward performance; and be externally competitive and internally equitable. The Company seeks to achieve three objectives, which serve as guidelines in making compensation decisions: 1. Providing a total compensation package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel; 2. Integrating compensation programs with its short-term and long-term strategic plan and business objectives; and 3. Encouraging achievement of business objectives and enhancement of stockholder value by providing executive management long-term incentive through equity ownership. The Company may compensate its officers with cash compensation, common stock and common stock options. The Company has not established any quantifiable criteria with respect to the level of compensation, stock grants or options. Rather, the Board of Directors and its compensation committee will evaluate cash, stock grants and stock options paid to executives in similarly situated companies. With respect to stock grants and options which may be issued to the Company’s officers and directors, the Board and its compensation committee will consider an overall compensation package that includes both cash and stock-based compensation which would be in line with the Company’s overall operations and compensation levels paid to similarly situated companies. Under the Company’s 2012 Employee, Director Stock Plan, the administrator can provide for the grant of non-qualified stock options (“Non-Qualified Stock Options”), incentive stock options (“ISOs”, together with Non-Qualified Stock Options referred to herein as “Stock Options”), stock appreciation rights (“SARs”), restricted stock (“Restricted Stock”) and registered stock (“Registered Stock”), (collectively, the “Awards”) to eligible Participants. As of the date of this filing, the Company has two executives. Commencing on January 1, 2021, Ben Slager, CEO, has an employment contract to receive a salary of $360,000 per annum, along with health insurance. Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company doesn’t have the funds to pay them. He has received only partial salary and no bonuses due since Q3 2023. In February 2024, his salary was increased due to inflation and higher cost of living to $525,000, most of it being accrued and unpaid, at his discretion, which is expected to be paid when the Company raises significant capital to fund its future. His employment contract indicates that he must be given 6-months’ notice of termination, and shall receive a severance package of one-month’s pay in addition to the 6-months’ notice, or 3 months’ salary if he dies. If there is a change of control, all his options shall vest. As of December 31, 2024, Ben Slager is owed $839,738 in back pay and accrued bonuses, along with interest of $18,013. Commencing January 1, 2021, Anthony Santelli, CFO, has an employment contract to receive a salary of $250,000 per annum, and may not be terminated until all his back pay due is paid. Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company doesn’t have the funds to pay them. He has received only partial salary and no bonuses due since Q3 2023. In February 2024, his salary was increased due to inflation and higher cost of living to $325,000, most of it being accrued and unpaid, at his discretion, which is expected to be paid when the Company raises significant capital to fund its future. In addition, the CFO must be given 6-months’ notice of termination and shall receive a severance package of one-month’s pay in addition to the 6-months’ notice, or 3 months’ salary if he dies. If there is a change of control, all his options shall vest. As of December 31, 2024, Anthony Santelli is owed $582,189 in back pay and accrued bonuses, along with interest of $72,205. As of December 31, 2024, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq., is owed $72,670, primarily dating from 2018, prior to when Dr. Santelli became an officer of the Company, plus interest of $20,235. 20 During the year ended December 31, 2024, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K. The following tables set forth the compensation paid by the Company to its officers and directors for the fiscal years ended December 31, 2024, and December 31, 2023. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any, actually paid. Accrued back pay is included in Other in the year in which it is actually paid. Unvested but granted stock options are included in the year in which they vest. The compensation discussed addresses all compensation awarded to or paid to its named executive officers. Principal Position Year Salary Bonus Stock Awards Option Awards (1) Non-Equity Incentive Plans Non-Qualified Deferred Comp on Earnings Other (back pay) Total Benjamin Slager 2024 150,050 - - 295,961 - - - $ 446,011 (CEO) 2023 265,500 - - - - - - $ 265,500 Anthony Santelli II 2024 70,142 - - 193,110 - - $ 263,252 (CFO) 2023 177,082 - - - - - $ 177,082 (1) See note 7 to the audited financial statements included in this filing for assumptions used in valuation. OUTSTANDING EQUITY AWARDS Grants of Plan-Based Awards Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Unearned Options (#) Number of Securities Underlying Unexercised Options (#) Unexercisable (1) Option Exercise Price ($) Option Expiration Date Ben Slager, CEO Chairman 12/11/2024 - 4,493,450 $ 0.11 12/11/2034 Anthony Santelli, CFO Director 12/11/2024 - 3,279,476 $ 0.11 12/11/2034 Ben Slager, CEO Chairman 12/11/2024 826,446 - 826,446 $ 0.121 12/11/2029 Ben Slager, CEO Chairman 12/11/2024 2,173,554 2,173,554 $ 0.11 12/11/2034 Anthony Santelli, CFO Director 12/11/2024 826,446 826,446 $ 0.121 12/11/2029 Anthony Santelli, CFO Director 12/11/2024 1,173,554 1,173,554 $ 0.11 12/11/2034 Ben Slager, CEO Chairman 3/1/2023 - 6,000,000 $ 0.20 3/1/2033 Anthony Santelli, CFO Director 3/1/2023 - 4,000,000 $ 0.20 3/1/2033 Ben Slager, CEO Chairman 1/5/2021 6,000,000 - - $ 0.15 1/5/2031 Anthony Santelli, CFO Director 1/5/2021 4,000,000 - - $ 0.15 1/5/2031 Ben Slager, CEO Chairman 5/9/2020 4,940,000 - 5,000,000 $ 0.10 5/9/2030 Anthony Santelli, CFO Director 5/9/2020 5,000,000 - 5,000,000 $ 0.10 5/9/2030 Total 24,940,000 32,772,926 21 Warrants Issued to Management Grants of Plan-Based Awards Name Grant Date Number of Securities Underlying Unexercised Warrants (#) Exercisable Number of Securities Underlying Unexercised Warrants (#) Unexercisable (1) Warrant Exercise Price ($) Warrant Expiration Date NONE - - $ - Total - - $ - (1) As of December 31, 2024. Outstanding Equity Awards at Fiscal Year End In December 2024, the Company’s Chief Executive Officer Ben Slager received 826,446 fully vested incentive stock options to purchase shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021 Employee Director Stock Plan at an exercise price of 12.1 cents per share. Using a Black-Scholes option pricing model, these were valued at $144,818. In December 2024, he also received 2,173,554 fully vested non-qualified stock options and 2,173,554 non-qualified stock options that vest in 2025. These were valued at $447,104. He also received 4,493,450 unvested non-qualified stock options that vest conditionally upon the commencement of production or upon the stock listing on a major exchange. These were valued at $462,367. In March 2023, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s common stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when the company is uplisted to the Nasdaq or NYSE. Using a Black-Scholes option pricing model, these were valued at $1,015,146. In January 2021, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s common stock at an exercise price of 15 cents per share that vested January 1, 2022. Using a Black-Scholes option pricing model, these were valued at $743,298. In the year ended December 31, 2020, the Company’s Chief Executive Officer received options to purchase up to 10,000,000 shares of the company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS process. Using a Black-Scholes pricing model, the vested options were valued at $414,850. In December 2024, the Company’s Chief Financial Officer Anthony Santelli received 826,446 fully vested incentive stock options to purchase shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021 Employee Director Stock Plan at an exercise price of 12.1 cents per share. Using a Black-Scholes option pricing model, these were valued at $144,818. In December 2024, he also received 1,173,554 fully vested non-qualified stock options and 1,173,554 non-qualified stock options that vest in 2025. These were valued at $241,402. He also received 3,279,476 unvested non-qualified stock options that vest conditionally upon the commencement of production or upon the stock listing on a major exchange. These were valued at $337,452. In March 2023, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s common stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when the company is uplisted to the Nasdaq or NYSE. Using a Black-Scholes option pricing model, these were valued at $676,764. In January 2021, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 15 cents per share that vested on January 1, 2022. Using a Black-Scholes option pricing model, these were valued at $495,532. In the year ended December 31, 2020, the Company’s Chief Financial Officer received options to purchase up to 10,000,000 shares of the company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS process. Using a Black-Scholes pricing model, the vested options were valued at $414,850. 22 Pay Versus Performance Disclosure Table Value of Initial Fixed $100 Investment Based on: Year Summary Compensation on Table Total for PEO Compensation Actually Paid to PEO Average Summary Compensation on Table Total for Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs Total Shareholder Return Total Shareholder Return of Peer Group Net Income 2024 $ 446,011 $ 446,011 $ 263,252 $ 263,252 36 % N/A $ (1,418,981 ) 2023 $ 265,500 $ 265,500 $ 177,082 $ 177,082 -44 % N/A $ (3,055,194 ) 2022 $ 1,223,798 $ 1,996,694 $ 745,532 $ 1,260,796 -42 % N/A $ (3,960,183 ) 2021 $ 1,017,205 $ 1,017,205 $ 293,690 $ 293,690 149 % N/A $ (2,139,310 ) 2020 $ 600,350 $ 600,350 $ 575,681 $ 575,681 96 % N/A $ (2,181,127 ) Additional Narrative Disclosures A majority of the Company’s employees, including its executive officers, have entered into employment contracts with the company. The company does not offer any benefits package, deferred compensation, or retirement plan at this time, other than an employee stock option plan. Director Compensation In March 2015, the Board of Directors approved a resolution to award compensation packages to the Company’s independent directors for their service as directors or as members of any committee of directors. Directors who are also officers are not to receive additional compensation for being Directors. A resolution dated May 5, 2021, reduced board compensation to $2,500 per quarter paid, at the option of the director, in cash or stock at the market price at the end of the quarter. Some directors have been accruing that as back pay. A resolution dated February 27, 2023, granted each board member 500,000 options that vest when the Company uplists to a major exchange. The following table sets forth compensation we paid to our non-officer directors during the years ended December 31, 2024 and 2023: Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) (1) All Other Compensation (S) Total ($) George D. Bolton - - $ 67,760 - $ 67,760 Charles F. Sills - - - - $ 0 Peter Zimeri $ 14,500 - - - $ 14,500 Ned Burke - - - - $ 0 Chris Kneppers - - - - $ 0 Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) (1) All Other Compensation (S) Total ($) George D. Bolton $ 11,000 - $ 84,698 - $ 95,698 Charles F. Sills - - - $ 0 Peter Zimeri $ 15,300 - - - $ 15,300 Ned Burke - - - - $ 0 Chris Kneppers - - - - $ 0 (1) See note 7 to the audited financial statements included in this filing for assumptions used in valuation. 23 ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31, 2024, by: (i) each current director; each nominee for director, and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated. Name and Address No of Shares (2) % Owned (1) Benjamin Slager (3) 47,580,000 14.6 3710 Buckeye Street, Suite 120 Palm Beach Gardens, FL 33410 Anthony Santelli, II (4) 52,219,755 16.0 3710 Buckeye Street, Suite 120 Palm Beach Gardens, FL 33410 Charles F. Sills (5) 1,100,000 0.4 3710 Buckeye Street, Suite 120 Palm Beach Gardens, FL 33410 George D. Bolton (6) 5,500,000 1.8 3710 Buckeye Street, Suite 120 Palm Beach Gardens, FL 33410 Peter Zimeri (7) 100,000 0.03 3710 Buckeye Street, Suite 120 Palm Beach Gardens, FL 33410 Edmund Burke (8) 13,790,276 4.5 3710 Buckeye Street, Suite 120 Palm Beach Gardens, FL 33410 Chris and Angela Kneppers (9) 23,351,270 7.5 3710 Buckeye Street, Suite 120 Palm Beach Gardens, FL 33410 All officers and directors as a group (seven persons) 143,641,301 41.5 (1) The percentages in this table are based upon 307,960,508 shares of common stock issued and outstanding as of December 31, 2024, and assumes the person’s vested options and warrants are exercised but none other. (2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person. 24 (3) Includes 500,000 exercisable warrants obtained as part of a private placement in the Company; 15,000,000 shares owned by the Benjamin Slager 2021 Irrevocable Trust; and shares underlying 16,940,000 fully vested and exercisable employee options owned by Benjamin Slager. Benjamin Slager also has 15,493,450 additional employee options awarded that will vest upon the sooner of revenue generation from a production facility or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately. (4) Includes 23,366,803 shares, 125,000 fully vested and exercisable warrants, and 13,000,000 vested and exercisable employee options owned by Anthony Santelli, II; 3,476,775 shares and 600,000 fully vested and exercisable warrants owned by AES Capital Partners, LP; 8,026,177 shares and 3,625,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by Anthony Santelli, II. Anthony Santelli also has 12,279,476 additional employee options awarded that will vest upon the sooner of revenue generation from a production facility or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately. (5) Charles Sills also has 1,579,167 options that vest upon obtaining an offtake agreement; and 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE. (6) Includes 900,000 fully vested and exercisable options. George Bolton also has 331,667 options that vest over time; 1,579,167 options that vest upon obtaining an offtake agreement; and 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE. (7) Includes 100,000 fully vested and exercisable options. Peter Zimeri also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE. (8) Includes 360,000 warrants. Edmund Burke also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE. (9) Includes 19,517,937 shares owned communally, and 2,333,333 fully vested and exercisable warrants. Chris Kneppers also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE. The Company is not aware of any person who owns of record, or is known to own beneficially, five percent (5%) or more of the outstanding securities of any class of the issuer, other than as set forth above. Changes in Control The Company does not currently have any arrangements which if consummated may result in a change of control of the Company. ITEM 13. – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Related Transactions 1) Short-term notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6 to the financial statements included herein. 2) A board resolution was passed on February 13, 2020 that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the Company while they receive less than full salaries. 3) During 2024, the board of directors approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact that they are not receiving payments of salaries on a consistent basis. CEO Ben Slager is to receive annual salary of $525,000 and CFO Anthony Santelli $325,000. 4) In June 2024, the board of directors approved a partial anti-dilution compensation for CEO Ben Slager, CFO Anthony Santelli, and Director Chris Kneppers to be paid in restricted stock units and stock options of 4%, 3%, and 3%, respectively, of the equity and warrants sold to investors on the next $50 million in equity raised into the Company or its subsidiaries. This is compensation for their deferring salary or lending funds to the Company until such raise(s) is affected. These restricted share units will be issued as the Company raises capital through sale of its common stock. As of the end of 2024, Ben Slager is to be issued 88,800 RSUs and options with a 15 cent exercise price and expiring on November 14, 2029, and both Anthony Santelli and Chris Kneppers are each to be issued 66,600 RSUs and 66,600 options. These remain payable as of December 31, 2024. 5) As of April 1, 2024, the board of directors approved ceasing accruing interest on back pay due to officers and on directors’ fees. In lieu of interest, the Company will pay an additional $25,000 to each director contingent upon the financing of the first plant or the successful uplisting to the NYSE or Nasdaq. Similarly, a performance bonus equal to 100% of the outstanding back pay balance due to Officers Ben Slager and Anthony Santelli shall be paid contingent upon the financing of the first plant. These amounts automatically come due upon a Change of Control or if the Company files for bankruptcy under Chapter 11 or Chapter 7. 6) As of August 28, 2024, each Director that is not an Officer shall receive 3.5% in cash and 3.5% in warrants for any investor first introduced to the Company by the Director. The warrants shall either be at the same price as any warrants being offered in the raise, or, if there are no warrants in the raise, then at the closing market price on the date in which the funds are received. All warrants will have a 5-year expiration from the date of the investment. No such cash/warrants were earned in 2024. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. 25 Director Independence The Company currently has five (5) independent directors within the meaning of Nasdaq Marketplace Rule 4200. With five (5) independent directors, the company feels that the current board can competently perform the functions that an independent Board of Directors should provide. ITEM 14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees The aggregate fees billed by the Company’s auditors, Assure, CPA for professional services rendered for the audit of its annual financial statements for fiscal year ended December 31, 2023, and review its interim financial statements for the first, second and third quarters of 2024 are approximately $59,479. Audit Related fees During the past fiscal year, no fees were billed or incurred for assurance or related services by the Company’s auditors that were reasonably related to the audit or review of financial statements reported above. Tax Fees During the past fiscal year, the Company incurred approximately $4,100 for tax preparation fees for the fiscal year ended December 31, 2023 and $2,900 for fiscal year ended December 31, 2022. All Other Fees During the past fiscal year, no other fees were billed or incurred for services by the Company’s auditors other than the fees noted above. The Company’s board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of its auditors. The Board of Directors Preapproval Policies The Company has had a functioning audit committee since May 2018. For the fiscal year ending December 31, 2024, the Company’s full board approved of the audit arrangement with Assure, CPA. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Company’s board of directors regarding its engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, its board of directors is informed of each service provided, and such policies and procedures do not include delegation of its board of directors’ responsibilities under the Exchange Act to its management. The Company’s board of directors may delegate to one or more designated members of its board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If the board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal year ending December 31, 2023, 100% of audit-related services, tax services and other services performed by the Company’s independent auditors were pre-approved by its board of directors. The Company’s board has considered whether the services described above under the caption “All Other Fees”, which are currently none, is compatible with maintaining the auditor’s independence. The board approved all fees described above. 26 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this 10-K: 1. FINANCIAL STATEMENTS The following documents are filed in Part II, Item 8 of this annual report on Form 10-K: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2024 and December 31, 2023 F-3 Statements of Operations for the years ended December 31, 2024 and December 31, 2023 F-4 Statements of Changes in Stockholder’s Equity for the years ended December 31, 2024 and December 31, 2023 F-5 Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023 F-6 Notes to the Financial Statements F-7 2. FINANCIAL STATEMENT SCHEDULES All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included. 27 3. EXHIBITS The exhibits listed below are filed as part of or incorporated by reference in this report. Exhibit No. Identification of Exhibit 3.1 Articles of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2012) 3.2 Certificate of Amendment to Articles of Incorporation filed November 19, 2014 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021) 3.3 Certificate of Amendment to Articles of Incorporation filed June 17, 2016 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021) 3.4 Certificate of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company’s 8-K filed on July 30, 2021) 3.5 Bylaws (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021) 10.1 Employment Agreement, dated June 1, 2020, between the Company and Ben Slager (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021) 10.2 Employment Agreement, dated June 1, 2020, between the Company and Anthony Santelli (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021 10.3 2021 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021) 14 Code of Ethics (incorporated by reference to the Company’s 2023 Form 10K filed on March 31, 2023) 31.1. Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Blue Biofuels, Inc. (Registrant) By /s/ Benjamin Slager Benjamin Slager Chief Executive Officer, (Principal Executive Officer) Date March 19, 2025 By /s/ Anthony Santelli Anthony Santelli Chief Financial Officer (Principal Financial and Accounting Officer) Date March 19, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated. By /s/ Benjamin Slager Benjamin Slager Chief Executive Officer, (Principal Executive Officer) Date March 19, 2025 By /s/ Anthony Santelli II Anthony Santelli Chief Financial Officer (Principal Financial and Accounting Officer) Date March 19, 2025 By /s/ George D. Bolton George D. Bolton Director Date March 19, 2025 By /s/ Charles F. Sills Charles F. Sills Director Date March 19, 2025 By /s/ Peter Zimeri Peter Zimeri Director Date March 19, 2025 By /s/ Edmund Burke Edmund Burke Director Date March 19, 2025 By /s/ Chris Kneppers Chris Kneppers Director Date March 19, 2025 29