Blue Biofuels Swings to Loss Amid Rising Costs, Debt Extinguishment Absence

TL;DR

**BIOF is a cash-burning biofuel dream with no revenue and a 'going concern' warning – stay away unless you love high-risk gambles.**

AI Summary

BLUE BIOFUELS, INC. (BIOF) reported a net loss of $422,547 for the three months ended September 30, 2025, a significant decline from the net income of $1,866,081 in the same period of 2024. For the nine months ended September 30, 2025, the company posted a net loss of $1,587,132, reversing a net income of $370,386 in the prior year. This shift is primarily due to a substantial 'Gain on extinguishment of debt' of $2,417,502 recognized in 2024, which did not recur in 2025. Operating expenses increased, with general and administrative costs rising to $1,119,809 for the nine months ended September 30, 2025, up from $781,718 in 2024, a 43.2% increase. Research and development expenses remained relatively stable at $1,307,853. The company's cash and cash equivalents increased to $95,194 as of September 30, 2025, from $48,797 at December 31, 2024, primarily driven by $626,250 in financing activities, including $435,000 from common stock and warrant issuances. BIOF continues to operate without significant revenue and has an accumulated deficit of $58,842,893, raising substantial doubt about its ability to continue as a going concern.

Why It Matters

This filing reveals a company struggling with its core business model, as evidenced by zero revenue and a growing accumulated deficit of over $58 million. For investors, the 'going concern' warning is critical, indicating a high risk of financial distress or bankruptcy without significant new financing or revenue generation. The reliance on related-party debt and equity issuances to fund operations suggests a challenging path to commercialization, impacting potential employees and customers who might be wary of a financially unstable partner. In the competitive renewable energy sector, BIOF's lack of revenue and increasing losses put it at a severe disadvantage, making it difficult to attract strategic partners or secure non-dilutive funding.

Risk Assessment

Risk Level: high — The company explicitly states it has 'not generated any significant revenue since inception' and has incurred 'accumulated losses of $58,842,893' as of September 30, 2025. Furthermore, the filing includes a 'going concern' warning, indicating substantial doubt about its ability to continue operations without additional financing, which it has no assurance of obtaining.

Analyst Insight

Investors should exercise extreme caution and avoid investing in BIOF given the explicit 'going concern' warning, zero revenue, and significant accumulated deficit. Monitor for any substantial, non-dilutive financing or concrete revenue-generating contracts before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$1,486,201

total Debt

$4,543,537

net Income

-$422,547

eps

N/A

gross Margin

N/A

cash Position

$95,194

revenue Growth

0.0%

Key Numbers

• $422,547 — Net Loss (Q3 2025) (Compared to $1,866,081 Net Income in Q3 2024)
• $1,587,132 — Net Loss (YTD Q3 2025) (Compared to $370,386 Net Income in YTD Q3 2024)
• $58,842,893 — Accumulated Deficit (As of September 30, 2025, indicating significant historical losses)
• $0 — Revenue (For both the three and nine months ended September 30, 2025 and 2024)
• $1,119,809 — General and Administrative Expenses (YTD Q3 2025) (Increased from $781,718 in YTD Q3 2024, a 43.2% rise)
• $95,194 — Cash and Cash Equivalents (As of September 30, 2025, up from $48,797 at December 31, 2024)
• $626,250 — Net Cash from Financing Activities (YTD Q3 2025) (Primarily from stock and warrant issuances, funding operations)
• 314,723,332 — Common Shares Outstanding (As of September 30, 2025, up from 307,960,508 at December 31, 2024, indicating dilution)
• $1,325,000 — Notes Payable – Related Party (As of September 30, 2025, primarily from board member Chris Kneppers)
• $190,000 — Convertible Notes Payable – Related Party (As of September 30, 2025, including notes from board member Edmund Burke)

Key Players & Entities

• BLUE BIOFUELS, INC. (company) — registrant
• Chris Kneppers (person) — board member and related party lender
• Edmund Burke (person) — board member and related party lender
• OTCQB (regulator) — exchange where common stock is registered
• Nevada (regulator) — state of incorporation
• Financial Accounting Standards Board (regulator) — issuer of accounting pronouncements
• Nasdaq (regulator) — potential uplisting exchange
• NYSE (regulator) — potential uplisting exchange

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has an accumulated deficit of $58,842,893 as of September 30, 2025, and reported net losses of $422,547 for Q3 2025 and $1,587,132 for the nine months ended September 30, 2025. This significant historical and recent unprofitability raises substantial doubt about its ability to continue as a going concern.
• Dependence on Financing Activities [high — financial]: The company's cash position increased to $95,194 as of September 30, 2025, primarily due to $626,250 in net cash from financing activities, including $435,000 from common stock and warrant issuances. This reliance on external financing for operations indicates a vulnerability if such funding sources become unavailable.
• Increasing Operating Expenses [medium — financial]: General and administrative expenses increased by 43.2% to $1,119,809 for the nine months ended September 30, 2025, from $781,718 in the prior year. While R&D expenses remained stable, the rise in G&A outpaces revenue (which is zero), indicating potential inefficiencies or increased overhead.
• Related Party Debt Obligations [medium — financial]: The company has significant related party debt, including $1,325,000 in Notes Payable to board member Chris Kneppers and $190,000 in Convertible Notes Payable to board member Edmund Burke. The terms of these debts, such as repayment contingent on uplisting or revenue generation, create specific financial obligations and potential future dilution.
• Lack of Revenue Generation [high — financial]: Blue Biofuels reported zero revenue for both the three and nine months ended September 30, 2025, and 2024. The company's inability to generate revenue is a fundamental risk to its business model and long-term viability.
• Shareholder Dilution [medium — financial]: The number of common shares outstanding increased from 307,960,508 at December 31, 2024, to 314,723,332 as of September 30, 2025. This increase, driven by stock and warrant issuances for financing, indicates ongoing dilution for existing shareholders.

Industry Context

The biofuels industry is characterized by its reliance on commodity prices, evolving regulatory landscapes, and significant capital investment requirements. Companies often face challenges in scaling production, achieving profitability, and competing with established energy sources. Innovation in feedstock and processing technologies is crucial for differentiation and cost reduction.

Regulatory Implications

Companies in the biofuels sector are subject to various environmental regulations, tax incentives, and mandates (e.g., Renewable Fuel Standard in the US). Changes in government policy, subsidies, or compliance requirements can significantly impact operational costs and market access.

What Investors Should Do

1. Monitor future financing rounds closely for signs of dilution and the terms of any new debt or equity issuances.
2. Scrutinize any future revenue generation claims and the timeline for achieving profitability, given the current lack of sales.
3. Assess the company's ability to secure additional funding to address its going concern issues and operational needs.
4. Evaluate the impact of related party debt and potential conversion or repayment terms on the company's capital structure.

Key Dates

• 2025-09-30: End of Q3 2025 — Reported net loss of $422,547 and accumulated deficit of $58,842,893, with cash of $95,194. G&A expenses increased significantly.
• 2024-09-30: End of Q3 2024 — Reported net income of $1,866,081, largely due to a $2,417,502 gain on extinguishment of debt, which did not recur in 2025.
• 2024-12-31: End of Fiscal Year 2024 — Company had cash of $48,797 and an accumulated deficit of $57,255,761.

Glossary

Accumulated deficit

The total cumulative net losses of a company since its inception, minus any cumulative net income. It represents a negative balance in retained earnings. (Indicates the company's history of unprofitability, with a significant deficit of $58,842,893 as of September 30, 2025.)

Gain on extinguishment of debt

A profit realized when a company repays its debt for less than the carrying amount of that debt. (A $2,417,502 gain in Q3 2024 significantly boosted net income for that period, masking the operational performance and causing a year-over-year comparison distortion.)

Going concern

An assumption that a company will continue to operate for the foreseeable future, typically at least the next 12 months. (The company's financial condition raises substantial doubt about its ability to continue as a going concern, a critical disclosure for investors.)

Common stock

A class of stock that typically has voting rights and represents ownership in a corporation. (Issuances of common stock, along with warrants, are a primary source of financing for BIOF, contributing to share dilution.)

Warrants

A security that gives the holder the right, but not the obligation, to purchase a company's stock at a specific price (strike price) before a certain expiration date. (Issued alongside stock for financing, warrants can lead to future dilution if exercised.)

Convertible Notes Payable

Debt instruments that can be converted into a predetermined amount of equity (common stock) in the issuing company. (BIOF has convertible notes payable, including related party obligations, which represent potential future equity dilution.)

Year-Over-Year Comparison

Compared to the prior year's Q3, Blue Biofuels has shifted from a net income of $1,866,081 to a net loss of $422,547, primarily due to the absence of a significant debt extinguishment gain in 2025. Operating expenses, particularly general and administrative costs, have risen by 43.2% year-over-year. While cash has increased due to financing, the company's accumulated deficit has also grown, reinforcing concerns about its long-term viability.

Key Financial Figures

• $0.001 B — ich registered Common Stock par value $0.001 BIOF OTCQB Indicate by check mark if
• $1,140,000 — d 2024, the Company borrowed a total of $1,140,000 from board member Chris Kneppers.The no
• $5 million — sts to the Nasdaq or NYSE; (2) receives $5 million in equity financing; or (3) begins gene
• $185,000 — 025, the Company borrowed an additional $185,000 from Mr. Kneppers with the same terms.
• $0 — , 2025 and 2024, the Company recognized $0 (2024: $0) and $0 (2024: $11,500), resp
• $11,500 — recognized $0 (2024: $0) and $0 (2024: $11,500), respectively, in interest expense on
• $46,651 — ued interest payable to Mr. Kneppers is $46,651. Convertible Notes Payable – Related
• $25,000 — Edmund Burke with principal amounts of $25,000 and $15,000, respectively, to be repaid
• $15,000 — e with principal amounts of $25,000 and $15,000, respectively, to be repaid when the Co
• $3 million — ceives an equity investment of at least $3 million. The notes may convert into common stoc
• $0.13 — notes may convert into common stock at $0.13/share at the option of the holder for a
• $0.15 — 0,000 warrants having a strike price of $0.15 and an expiration of 5 years every twel
• $6,328 — or the prior year. These had a value of $6,328 and $3,429 respectively and were recogn
• $3,429 — r year. These had a value of $6,328 and $3,429 respectively and were recognized as int
• $150,000 — mund Burke, with a principal balance of $150,000, to be repaid when the Company receives

Filing Documents

• form10-q.htm (10-Q) — 698KB
• ex31-1.htm (EX-31.1) — 23KB
• ex31-2.htm (EX-31.2) — 23KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• 0001493152-25-019032.txt ( ) — 3822KB
• biof-20250930.xsd (EX-101.SCH) — 33KB
• biof-20250930_cal.xml (EX-101.CAL) — 45KB
• biof-20250930_def.xml (EX-101.DEF) — 154KB
• biof-20250930_lab.xml (EX-101.LAB) — 296KB
• biof-20250930_pre.xml (EX-101.PRE) — 220KB
• form10-q_htm.xml (XML) — 437KB

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION 3 ITEM 1. Condensed Financial Statements (unaudited) 4 ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 14 ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 18 ITEM 4.

Controls and Procedures

Controls and Procedures 18

—OTHER INFORMATION

PART II—OTHER INFORMATION 19 ITEM 1.

Legal Proceedings

Legal Proceedings 19 ITEM 1A.

Risk Factors

Risk Factors 19 ITEM 2. Unregistered Sales of Equity Securities 19 ITEM 3. Defaults Upon Senior Securities 19 ITEM 4. Mine Safety Disclosures 19 ITEM 5. Other Information 19 ITEM 6. Exhibits 20

Signatures

Signatures 21 2 PART I – FINANCIAL INFORMATION TABLE OF CONTENTS Index to Financial Statements Page Condensed Balance Sheets as of September 30, 2025, and December 31, 2024 (unaudited) 4 Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 5 Condensed Statements of Stockholders' Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 6 Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited) 7 Notes to Condensed Financial Statements (unaudited) 8 3 Blue Biofuels, Inc. Financial UNAUDITED

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS OF BLUE BIOFUELS, INC. Blue Biofuels, Inc. CONDENSED BALANCE SHEETS (unaudited) September 30, 2025 December 31, 2024 ASSETS Current Assets Cash and Cash Equivalents $ 95,194 $ 48,797 Prepaid Expenses 11,451 32,489 TOTAL CURRENT ASSETS $ 106,645 $ 81,286 Other Assets Property and Equipment, net of accumulated depreciation and amortization of $ 452,279 and $ 361,887 at September 30, 2025 and December 31,2024, respectively $ 585,408 539,648 Deposits 80,276 30,276 Right of Use Assets, net of accumulated amortization 384,778 440,298 Patents and Trademarks, net of accumulated amortization 329,094 298,079 TOTAL OTHER ASSETS $ 1,379,556 $ 1,308,301 TOTAL ASSETS $ 1,486,201 $ 1,389,587 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts Payable 183,924 227,195 Accounts Payable - Related Party 66,570 72,670 Accounts Payable 66,570 72,670 Deferred Wages and Directors Fees - Related Party 1,889,960 1,607,870 Right of Use Lease Liability - Current 76,544 68,677 Convertible Notes Payable — Other - 50,000 Interest Payable - Related Party 176,484 185,703 TOTAL CURRENT LIABILITIES $ 2,393,482 $ 2,212,115 Long Term Liabilities Right of Use Lease Liability - Long Term 314,425 372,745 Notes Payable — Related Party 1,325,000 1,140,000 Convertible Notes Payable — Related Party 190,000 190,000 Legacy Notes Payable — Related Party 200,630 200,630 Legacy Notes Payable — Other 120,000 120,000 TOTAL LONG TERM LIABILITIES $ 2,150,055 $ 2,023,375 TOTAL LIABILITIES $ 4,543,537 $ 4,235,490 COMMITMENTS AND CONTINGENCIES (Note 8) - - STOCKHOLDERS' DEFICIT Preferred stock; $ 0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding - - Common stock; $ 0.001 par value; 1,000,000,000 shares authorized; 314,723,332 issued and outstanding at September 30, 2025, and 307,960,508 shares issued and outstanding at Dece

financial statements and disclosures

financial statements and disclosures. NOTE 4 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT Life September 30, 2025 December 31, 2024 Building and Improvements 15 $ 9,370 $ 9,370 Construction and Engineering 10 171,817 45,342 Machinery and Equipment 10 831,079 821,402 Furniture and Fixtures 5 13,596 13,596 Computer Equipment 3 11,825 11,825 Property and Equipment, gross 1,037,687 901,535 Less Accumulated Depreciation $ ( 452,279 ) $ ( 361,887 ) Property and Equipment $ 585,408 $ 539,648 Total depreciation expense was $ 90,392 and $ 89,135 for the nine months ended September 30, 2025 and 2024, respectively. NOTE 5 – PATENTS AND TRADEMARKS The Company has been issued three patents on its technology in the United States and has six pending patents. The Company has also applied for international patents on all of its patents. The Company has capitalized patent legal and filing fees of $ 310,529 and $ 286,115 as of September 30, 2025, and December 31, 2024, respectively. The amount are net of accumulated amortization of $ 37,048 as of September, 2025, and $ 0 as of December 2024. The Company has one trademark registered and four pending. The Company has capitalized the trademark legal and filing fees of $ 18,565 and $ 11,964 as of September 30, 2025 and December 31, 2024, respectively. 9 NOTE 6 – DEBT Notes Payable – Related Party In 2023 and 2024, the Company borrowed a total of $1,140,000 from board member Chris Kneppers.The notes are now payable on the earliest of the date on which the Company (1) uplists to the Nasdaq or NYSE; (2) receives $5 million in equity financing; or (3) begins generating revenue from its first facility. In the first half of 2025, the Company borrowed an additional $185,000 from Mr. Kneppers with the same terms. In lieu of interest, the Company will pay Mr. Kneppers 100% of the outstanding loan balance due him contingent upon the financing of the

View Full Filing

View this 10-Q filing on SEC EDGAR