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AsTable ~~filed~~of ~~with the Securities and Exchange Commission on November 10, 2021.~~Contents

~~Registration~~As ~~No.~~filed ~~333-[~~with ]the Securities and Exchange Commission on January 13, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~Midwest~~BIRCHTECH ~~Energy Emissions Corp~~CORP. ~~(Exact Name of Registrant as Specified in Its Charter)~~

(Exact name of registrant as specified in its charter)

Delaware		2819		87-0398271
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1810 Jester Drive

Corsicana, Texas 75109

(614) 505-6115

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard MacPherson

President, Chief Executive Officer and Secretary

1810 Jester Drive

Corsicana, Texas 75109

(614) 505-6115

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Andrew M. TuckerNelson Mullins Riley & Scarborough LLP101 Constitution Ave NW, Suite 900Washington, DC 20001Telephone: (202) 689-2800 Michael AdelsteinKelley Drye & Warren LLP3 World Trade Center175 Greenwich StreetNew York, NY 10007Telephone: (212) 808-7540

~~Approximate~~Alexander ~~date~~M. ofSchwartzSheppard, ~~commencement~~Mullin, ofRichter ~~proposed~~& ~~sale~~Hampton toLLP321 ~~public:~~North AsClark ~~soon~~Street, as32nd ~~practicable~~FloorChicago, ~~after~~Illinois ~~this~~60654(312) ~~Registration~~499-6300 ~~Statement~~David isE. ~~declared~~Danovitch, ~~effective~~Esq.Angela Gomes, Esq.Michael DeDonato, Esq.Sullivan & Worcester LLP1251 Avenue of the Americas, 19th FloorNew York, NY 10020(212) 660-3060

~~If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐~~

IfApproximate ~~this~~date ~~Form~~of iscommencement ~~filed~~of toproposed ~~register~~sale ~~additional securities for an offering pursuant~~ to ~~Rule 462(b) under~~ the ~~Securities~~public: ~~Act,~~As ~~check~~soon ~~the~~as ~~following~~practicable ~~box~~after ~~and list~~ the ~~Securities~~effective ~~Act~~date ~~registration statement number~~ of ~~the~~this ~~earlier effective~~ registration statement ~~for the same offering~~. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

~~CALCULATION~~The OFregistrant ~~REGISTRATION~~hereby ~~FEE~~amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Title of Each Class ofSecurities to Be Registered		Proposed MaximumAggregate OfferingPrice(1)				Amount ofRegistrationFee (2)
Common Stock, par value $0.001 per share		$	20,000,000			$	1,854

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of the additional shares that the underwriters have the option to purchase to cover over-allotments, if any.
(2)	Registration fee will be paid when registration statement is first publicly filed under the Securities Act of 1933, as amended.

The ~~Registrant~~information ~~hereby~~in ~~amends~~ this ~~Registration~~preliminary ~~Statement~~prospectus onis ~~such~~not ~~date~~complete orand ~~dates as~~ may be ~~necessary~~changed. toWe ~~delay~~may ~~its~~not ~~effective~~sell ~~date~~these securities until the ~~Registrant~~registration ~~shall~~statement ~~file~~filed awith ~~further~~the ~~amendment~~Securities ~~which~~and ~~specifically~~Exchange ~~states~~Commission ~~that~~is ~~this Registration Statement shall thereafter become~~ effective. inThis ~~accordance~~preliminary ~~with~~prospectus ~~Section~~is ~~8(a)~~not ofan ~~the~~offer ~~Securities~~to ~~Act~~sell ofnor ~~1933,~~does asit ~~amended,~~seek oran ~~until~~offer ~~this~~to ~~Registration~~buy ~~Statement~~these ~~shall~~securities ~~become~~in ~~effective~~any onjurisdiction ~~such~~where ~~date as~~ the ~~Securities~~offer ~~and~~or ~~Exchange~~sale ~~Commission,~~is ~~acting~~not ~~pursuant to such Section 8(a), may determine.~~permitted

~~The~~Table ~~information~~of in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.Contents

~~PRELIMINARY PROSPECTUS Subject to completion, dated November 10, 2021~~

MIDWEST ENERGY EMISSIONS CORP.


PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION	DATED JANUARY 13, 2026

BIRCHTECH CORP.

4,819,278 Shares

Common Stock

WeBirchtech ~~are offering [ ] shares of our common stock~~Corp. ~~Our common stock is currently traded on~~ (the ~~over-the-counter~~“Company”, ~~markets~~“we”, ~~under~~“us” ~~the~~or ~~Symbol~~ “~~MEEC.~~our”) Onis [offering ]4, ~~2021~~819,278 shares ~~the last reported sale~~ of our common stock, ~~was~~par value $[0.001 ],per asshare ~~adjusted~~(the ~~for~~“common astock”), ~~reverse~~based ~~stock~~on ~~split~~an ofassumed ~~1-for-~~public [offering ]price of $4.15, which was ~~effected~~the onlast [reported ],sale ~~2021.~~price Weof ~~have applied to list~~ our common stock on the ~~Nasdaq~~OTCQB ~~Capital~~(as ~~Market~~defined ~~under~~below) ~~the~~on ~~symbol~~January ~~“MEEC.”~~9, ~~[We will not proceed with this offering in the event the common stock is not approved for listing on Nasdaq~~2026.]

Our common stock is ~~currently~~presently traded on the Toronto Stock Exchange (“TSX”) under the symbol “BCHT”, and is quoted on the OTCQB ~~Venture~~market ~~Market~~tier operated by OTC Markets Group Inc. (“OTCQB”) under the symbol “~~MEEC~~BCHTD”. On ~~[__]~~January 9, ~~2021~~2026, the last reported sale price of our common stock on the OTCQB was $~~[__]~~ 4.15 per share. The ~~Quotes~~final public offering price of the shares of common stock ~~trading~~sold ~~prices~~in onthis ~~any~~offering ~~over-the-counter~~will ~~market~~be ~~quotations~~determined ~~reflect~~through ~~inter-dealer~~negotiation ~~prices,~~between ~~without~~us ~~retail~~and ~~mark-up,~~the ~~mark-down~~underwriters orin ~~commission~~the offering and the assumed public offering price of our common stock used throughout this prospectus may not ~~necessarily~~be ~~represent~~indicative ~~actual~~of ~~transactions~~the final public offering price. The share and per share information in the prospectus, unless otherwise noted, reflect the reverse stock split of our outstanding shares of common stock at a 1-for-5 ratio, which became effective December 26, 2025.

~~[The~~In ~~public~~connection with this offering, ~~price~~we ~~per~~intend ~~share~~to apply to list the common stock on the New York Stock Exchange American Exchange (the “NYSE American”) under the symbol “BCHT”. The approval of the listing of the common stock ~~will~~on bethe ~~determined~~NYSE ~~between~~American usis a condition to the completion of this offering and we expect that, if approved, the ~~underwriters~~common ~~based~~stock will begin trading on ~~market~~the ~~conditions~~NYSE atAmerican on or around the ~~time~~date of ~~pricing~~this prospectus, ~~and~~at ~~may~~which bepoint atthe acommon ~~discount~~stock will cease to be traded on the ~~then~~OTCQB. ~~current~~No assurance can be given that our application will be approved or, if we receive approval, that a trading market ~~price.~~will ~~Therefore~~develop or, if developed, that it will be sustained or that the ~~recent~~trading ~~market~~prices ~~price~~of ~~used~~the ~~throughout~~common ~~this~~stock ~~preliminary~~on ~~prospectus~~the ~~may~~OTCQB ~~not~~and TSX will be indicative of the ~~final~~prices ~~offering~~of ~~price~~our common stock if traded on the NYSE American.] We cannot assure you that our common stock will become eligible for trading on the NYSE American or on any other exchange or market.

~~Investing~~We inare ~~our~~a ~~common~~“smaller ~~stock~~reporting ~~involves~~company” aas ~~high~~such ~~degree~~term ofis ~~risk.~~defined ~~Before~~under ~~buying~~federal ~~any~~securities ~~shares~~laws, ~~you~~and, ~~should~~as ~~carefully~~such, ~~read~~have ~~the~~elected ~~discussion~~to oftake ~~the~~advantage ~~material risks~~ of ~~investing~~certain inreduced ~~our~~public ~~common~~company ~~stock~~reporting ~~that are described in “Risk Factors” beginning on page [ ] of this prospectus~~requirements.

~~Neither~~Investing ~~the~~in ~~Securities~~our ~~and~~common ~~Exchange~~stock ~~Commission~~involves ~~nor~~a high degree of risk. Before buying any ~~state~~shares, ~~securities~~you ~~commission~~should ~~has~~carefully ~~approved~~read orthe ~~disapproved~~discussion of ~~these~~the ~~securities~~material orrisks ~~passed~~of oninvesting ~~the~~in ~~adequacy~~our orcommon ~~accuracy~~stock ofthat ~~this~~are ~~prospectus.~~described ~~Any~~in ~~representation~~“Risk toFactors” ~~the~~beginning ~~contrary~~on ispage 11 aof ~~criminal~~this ~~offense~~prospectus.

	Per Share		Total
Public offering price	$	[ ]	$	[ ]
Underwriting discount (1)	$	[ ]	$	[ ]
Proceeds, before expenses, to us	$	[ ]	$	[ ]

~~(1) See “Underwriting” beginning on page [ ] of this prospectus for additional information regarding the compensation payable to the underwriters.~~

We have granted a [45-day] option to the underwriters to purchase up to [ ] additional shares of common stock solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us with be $[ ], and the total proceeds to us, before expenses, will be $[ ]. Delivery of the shares of common stock is expected to be made on or about [ ], 2021.

~~Roth Capital Partners EF HUTTONdivision of Benchmark Investments, LLC~~

Table of Contents

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


		Per Share		Total
Public offering price		$		$
Underwriting discounts and commissions (1)		$		$
Proceeds, before expenses, to us		$		$

(1)	See “Underwriting” beginning on page 79 of this prospectus for additional information regarding the compensation payable to the underwriters.

We have granted the underwriters a 30-day option to purchase up to an additional 722,892 shares of common stock, or 15% of the total number of shares of common stock sold in this offering, solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions, based upon the assumed public offering price of $4.15 per share, payable by us will be $1,607,229, and the total proceeds to us, before expenses, will be $21,392,776.

We expect to deliver the shares of common stock on or about , 2026.


Lake Street	Huntington Capital Markets

The date of this prospectus is , 2026.

Table of Contents

TABLE OF CONTENTS

PROSPECTUS SUMMARY		1

THE OFFERING		8
ABOUT THIS PROSPECTUS		ii
SUMMARY FINANCIAL DATA		9
PROSPECTUS SUMMARY		1
RISK FACTORS		10
THE OFFERING		9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		20
RISK FACTORS		11
EXPLANATORY NOTE REGARDING REVERSE STOCK SPLIT		20
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		25
USE OF PROCEEDS		2127
MARKET FOR OUR COMMON STOCK		22
DIVIDEND POLICY		28
DIVIDEND POLICY		22
CAPITALIZATION		29
CAPITALIZATION		23
DILUTION		30
DILUTION		24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		26
BUSINESS		46
BUSINESS		39
MANAGEMENT		55
MANAGEMENT		45
EXECUTIVE COMPENSATION		60
EXECUTIVE COMPENSATION		50
DIRECTOR COMPENSATION		64
DIRECTOR COMPENSATION		54
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		65
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		55
PRINCIPAL STOCKHOLDERS		68
PRINCIPAL STOCKHOLDERS		57
DESCRIPTION OF CAPITAL STOCK		70
DESCRIPTION OF CAPITAL STOCK		58
SHARES ELIGIBLE FOR FUTURE SALE		73
SHARES ELIGIBLE FOR FUTURE SALE		62
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. AND NON-U.S. HOLDERS		74
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. AND NON-U.S. HOLDERS		64
UNDERWRITING		79
UNDERWRITING		69
LEGAL MATTERS		86
LEGAL MATTERS		75
EXPERTS		86
EXPERTS		75
WHERE YOU CAN FIND MORE INFORMATION		86
WHERE YOU CAN FIND MORE INFORMATION		75
INDEX TO FINANCIAL STATEMENTS		F-1
INDEX TO FINANCIAL STATEMENTS		F-1

~~Neither~~Table we nor the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any amendment or supplement to this prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.Contents

ABOUT THIS PROSPECTUS

Neither we nor the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any amendment or supplement to this prospectus, and you should rely only on the information contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, the shares of common stock offered hereby in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

We own or have rights to various trademarks, service marks, and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks, and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, and trade names or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus may appear without the ®, TM, or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks, and trade names.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering, or the possession or distribution of this prospectus, ~~we may provide to you~~ in ~~connection with this offering in~~ any jurisdiction where action ~~for that purpose~~ is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, governmental publications, reports by market research firms, or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosure contained in this prospectus, and we believe these industry publications and third-party research, surveys, and studies are reliable. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors” and elsewhere in this prospectus. Some data ~~are~~is also based on our good faith estimates. Accordingly, investors should not place undue reliance on this information.

As used in this prospectus, unless the context otherwise requires, references to:

●

“BAC” means brominated powdered activated carbon.

●

“Birchtech Corp.,” the “Company,” “we,” “us,” and “our” means Birchtech Corp. and its consolidated subsidiaries, or any or all of them, as the context may require.

●

“EGUs” means electric generating units.

●

“EPA” means the U.S. Environmental Protection Agency.

●

“ESP” means electro-static precipitators.

●

“GAC” means granular activated carbon.

PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this prospectus in its entirety, including the “Risk Factors,” “Special Note Regarding Forward Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the notes to those financial statements in each case included in this prospectus. As used in this prospectus, unless the context otherwise requires, references to:
	•	“AC Midwest” are to AC Midwest Energy LLC;
	•	“BAC” are to brominated powdered activated carbon;
	•	“EGUs” are to electric generating units;
	•	“EPA” are to the U.S. Environmental Protection Agency;
	•	“ESP” are to the electro-static precipitators;
	•	“MATS” are to the Mercury and Air Toxics Standards;
	•	“MW” are to megawatts;
	•	“Midwest Energy Emissions Corp.,” “ME2C Environmental,” the “Company,” “we,” “us,” and “our” are to Midwest Energy Emissions Corp. and its wholly owned, consolidated subsidiary, or either or both of them, as the context may require;
	•	“NOX” are to oxides of nitrogen;
	•	“PAC” are to powdered activated carbon;
	•	“REEs” are to rare earth elements;
	•	“SCR” are to selective catalytic reduction; and
	•	“SOX” are to oxides of sulfur.
Our CompanyOverview We are an environmental services and technologies company developing and delivering patented and proprietary solutions to the global power industry. Our leading-edge services have been shown to achieve mercury emissions removal at a significantly lower cost and with less operational impact to coal-fired power plants than currently used methods, while maintaining and/or increasing power plant output and preserving the marketability of byproducts for beneficial use. Background and Acquisition of Patent Rights We provide mercury capture solutions driven by our patented two-part Sorbent Enhancement Additive (SEA®) process using a powerful combination of science and engineering. We design systems and materials tailored and formulated specifically to each customer’s coal-fired units. Our mercury removal technologies and systems will achieve mercury removal levels which meet or exceed the requirements of the 2012 Coal- and Oil-Fired Electric Utility Steam Generating Units National Emission Standards for Hazardous Air Pollutants, as revised, known as MATS, with lower cost and plant systems impacts than typical PAC or BAC sorbent injection systems. Our products have been shown to be successful across a myriad of fuel and system types, tunable to any configuration, and environmentally friendly, allowing for the recycling of fly ash for beneficial use. Our SEA® technology was originally developed by the University of North Dakota’s Energy and Environmental Research Center. It was tested and refined on numerous operating coal-fired EGUs, with the founder of our wholly owned subsidiary participating with the Energy and Environmental Research Center on these tests since 2008. The Energy and Environmental Research Center Foundation, a non-profit entity, obtained patents on this technology.

Table of Contents

1● ~~Table~~“Hazard Index MCL” means a regulatory limit used by the EPA to address safe drinking water when mixtures of ~~Contents~~certain PFAS are present.

~~Industry~~● Background The markets for mercury removal from power plant emissions have largely been driven by federal regulations. On December 21, 2011, the EPA announced MATS for power plants in the U.S. The MATS rule is intended to reduce air emissions of heavy metals, including mercury (Hg), from all major U.S. power plants burning coal or oil, which are the leading source of non-natural mercury emissions in the U.S. Existing power plants were granted three years (plus a potential one-year extension in cases of hardship, ruled on by state EPAs where the plant is domiciled) from April 16, 2012 to comply with the new emission limits. The MATS rule applies to EGUs that are larger than 25 MW that burn coal or oil for the purpose of generating electricity for sale and distribution through the national electric grid to the public. They include investor-owned units, as well as units owned by the Federal government, municipalities, and cooperatives that provide electricity for commercial, industrial, and residential uses. At the time of MATS being promulgated, there were approximately 1,250 coal-fired EGUs affected by this new rule. Since that time, many of such EGUs have been shut down as a result of this regulation and due to competitive disadvantage to newer or gas-fired EGUs and renewable energy sources (e.g. wind, solar). We believe that at the end of 2020, there were approximately 350 coal-fired EGUs remaining in the power market which make up the large mercury-emissions control market into which we sell. The final MATS rule identifies two subcategories of coal-fired EGUs, four subcategories of oil-fired EGUs, and a subcategory for units that combust gasified coal or solid oil (integrated gasification combine cycle “~~IGCC~~HFPO-DA” ~~units)~~means ~~based~~hexafluoropropylene onoxide ~~the~~dimer ~~design~~acid, utilization, and/or location of the various types of boilers at different power stations. The rule includes emission standards and/or other requirements for each subcategory. The rule set nationwide emission limits estimated to reduce mercury emissions in coal-fired plants by about 90%. In addition to the U.S. federal MATS rule, more than 20 states currently have regulations that limit mercury emissions and are similar to or more restrictive than the MATS rule. There are several choices of pollution control technologies available to reduce mercury emissions, but they do not all work consistently or cost-effectively for every plant design or for all of the various types of coal. The most common technology employed to reduce mercury emissions is a sorbent injection system which provides for the injection of PAC or BAC into the flue-gas of an EGU after the boiler itself but in front of the ESP. Such injections have proven effective with many coals, especially at reduction levels of 70% or less. At required mercury reduction levels above 80%, these injection systems require substantial injection rates which often have severe operational issues including over-loading the ESP and rendering the fly ash unfit for sale to concrete companies, and at times even causing combustion concerns with the fly ash itself. Mercury is ~~also removed as~~ a ~~co-benefit~~specific bytype ~~special pollution control equipment installed to remove SOX and NOX. To achieve very high levels~~ of ~~SOX~~chemical ~~reduction,~~within ~~large, complex, and expensive (capital costs in~~ the ~~hundreds~~PFAS ~~of millions of dollars for a medium-sized EGU) systems called scrubbers can be installed in the plant exhaust system, typically just before the flue-gas goes up the stack for release~~group. As a co-benefit to their primary mission, scrubbers have been shown to remove significant quantities of oxidized mercury. Mercury is typically found in two basic forms in coal: elemental and oxidized. The amount of each form varies in any given seam of coal and is affected by the other natural elements (such as chlorine) which might also be present in the coal. We believe about 30-40% of the mercury in the post-combustion flue-gas exists in the oxidized state for power plants burning low-rank coal and about 60-70% for power plants burning high-rank coals. Mercury is found in only trace amounts in coal making it difficult to remove from coal or from the flue gas when combusted with the coal. It is in the burning of millions of tons of coal that these trace amounts become problematic and is why MATS was promulgated.

2● ~~Table~~“Hg” ofmeans ~~Contents~~mercury.

The other major pollution control system which contributes significantly to the co-benefits of mercury removal is a SCR system which can be installed to achieve high levels of removal of NOX. SCRs are also very large and expensive systems (costing hundreds of millions of dollars in capital costs to install on a medium-size EGU) that are typically installed just after the flue-gas exits from the unit boiler. As a co-benefit, SCRs have been shown to oxidize a considerable percentage of the elemental mercury in many types of coal. If the EGU then has a combination of an SCR and a scrubber, we estimate that the EGU might achieve an overall reduction of 80-85% of the mercury in power plants that burn high-rank coals. The exact level of mercury emission reductions depends on the designs of these systems, the types of coal being burned and the operations of the power plant. We believe that the large majority of the coal-fired EGUs in the U.S. employ some sort of sorbent injection system to achieve the very low mercury emission levels required by the MATS rule. Either the sorbent injection system is the primary removal method or such a system is employed as a supplemental system to SCR/scrubber combinations to achieve the emission limits. Our Technology SEA® Technology Our SEA® technology provides total mercury control, providing solutions that are based on a thorough scientific understanding of actual and probable interactions involved in mercury capture in coal-fired flue gas. A complete understanding of the complexity of mercury-sorbent-flue gas interactions and chemisorption mechanisms allows for optimal control strategy and product formulation, resulting in effective mercury capture. Combined with a thorough proprietary audit of the plant and its configuration and instrumentation, we believe our complete science and engineering approach for mercury-sorbent-flue gas interactions are well-understood, highly predictive, and critical to delivering total mercury control. The SEA® approach to mercury capture is specifically tailored for each application to match a customer’s coal type and boiler configuration for optimal results. Our two-pronged solution consists of a front-end sorbent injected directly into the boiler in minimal amounts combined with a back-end sorbent injection solution to ensure maximum mercury capture. We believe our two-part process uses fewer raw materials than other mercury capture systems and causes less disruption to plant operations. We believe our sorbent line, which is designed to meet or exceed the mercury mitigation requirements of our customers, offers superior performance and the lowest possible feed rates when compared to other solutions on the market. Our processes also preserve fly ash which can be sold and recycled for beneficial use. Customized Emissions Services In order to evaluate each customer’s needs, we finely tune the combustion chemistry using our technologies and specially formulated products. In order to achieve optimal results, we bring mercury emission analytics to the field for our demonstrations as opposed to collecting samples for laboratory analysis, while our team analyzes the entire plant’s performance once compliance testing has begun. As a result, we are able to offer customers:
	·	Assessment of existing systems and suggested improvements;
	·	Assessment and guidance of mercury capture and emissions;
	·	Optimal design of the injection strategy and appropriate equipment layout and installation;
	·	Sorbent optimization using flow modeling for a customized, low-cost plan for each unit;
	·	Emission testing for mercury and other trace metals with our mobile laboratory; and
	·	Ongoing research toward improved technology for mercury capture and rapid-response scientific support for emission or combustion issues as operations and regulations change.

●

“MATS” means the Mercury and Air Toxics Standards established by the EPA to limit hazardous air pollutants emitted by coal- and oil-fired power plants.

3● ~~Table~~“MCLs” ofmeans ~~Contents~~maximum contaminant levels.

~~Our~~● Growth Strategy North American Markets for Our Technologies North America is currently the largest market for our emissions technologies. In the U.S. market, our success depends, in part, on the success of demonstrations performed with utility customers and the resulting contract awards to meet the MATS requirements in the long-term period and our operational performance with EGUs under contract. In Canada, there are the 2000 Canada-wide Standards for Mercury Emissions and the 2006 Canada-wide Standards for Mercury Emissions from Coal-Fired Electric Power Generation Plants among all the provinces which was initially implemented in 2010, with caps in mercury emissions for each of the provinces. We believe we have the most effective technology for the EGUs in Canada and a strong patent position there, given our various registered patents all in the field of reducing and removing mercury emissions. In 2010, we were awarded our first commercial contract to design, build, and install our solution on two large (670MW each) coal units in the western part of the U.S. This was a multi-million dollar, three year renewable contract, which was awarded as a result of a competitive demonstration process. We invested more than $1.4 million in the capital equipment for this project. Our systems out-performed the contract guarantees in all operational areas during startup and testing and went into commercial operation at the start of 2012. The system has successfully kept the plant in compliance since 2012. At the present time, there are 16 EGUs in the U.S. that currently use our SEA® technologies. We expect to continue to conduct numerous demonstrations on prospective customer units throughout the rest of 2021 and thereafter. Patent Enforcement We believe that a significant percentage of coal-fired power plants in the United States have adopted and are infringing upon our two-part Sorbent Enhancement Additive (SEA®) process for mercury removal from coal-fired power plants. Since 2018, we have engaged a Dallas-based intellectual property and business litigation firm to oversee and spearhead our efforts to protect our intellectual property. Beginning in 2019, we began to actively enforce our patent rights against unauthorized use of our patented technologies (i.e. infringers). In July 2019, we initiated our first patent litigation against four major owners and/or operators of coal-fired power plants in the United States and certain of their affiliates, along with certain other third parties in which we have claimed infringement of our patents related to our two-part process for mercury removal from coal-fired power plants. We have entered into agreements with four of the major defendants. Such litigation is continuing against the other parties. See “~~Business – Legal Proceedings~~MW”. ~~Throughout~~means ~~the rest of 2021 and beyond, we expect to pursue other infringers and have already communicated with some~~megawatts. Although additional litigation may be necessary to enforce our intellectual property rights, we view this as a last resort. Our goal and overall strategy is to convert infringers to our supply chain of sorbent products for mercury removal, or otherwise license our patents to them on a non-exclusive basis in connection with their respective coal-fired power plants. Other Markets for Our Emissions Technologies In March 2018, we entered into an agreement for a term of ten years with one of our primary suppliers to commercialize our technology throughout Europe. Under the terms of the agreement, we had granted such supplier an exclusive, non-transferable license to make, use, sell, and market our technology during the term throughout Europe (which included Germany and Poland which currently have the largest coal fleets in Europe). Under the terms of the agreement, such supplier had the right to terminate at any time on no less than 30 days’ prior written notice. Pursuant to notice provided to us by such supplier on November 6, 2020, the supplier advised us that it had undertaken a review of its strategy in the mercury control market and had decided to terminate the agreement effective as of December 6, 2020. Prior to its termination, no revenues had been generated from such agreement. We intend to continue to pursue the European market although no assurance can be made that any such efforts will be successful. The European market is significant although not as large as the market in the U.S. We believe more coal-fired EGUs operate throughout Europe than in the U.S. but are generally smaller EGUs.

4● ~~Table~~“NOX” means oxides of ~~Contents~~nitrogen.

In● ~~May~~“PAC” ~~2017,~~means ~~the~~powdered ~~European~~activated Union and seven of its member states ratified the Minamata Convention on Mercury, which triggered its entry into force with implementation starting in 2021. The Minamata Convention on Mercury is a global treaty to protect human health and the environment from the adverse effects of mercury. This Convention was a result of three years of meeting and negotiating, after which the text of the Convention was approved by delegates representing approximately 140 countries in January 2013 in Geneva and adopted and signed later that year in October 2013 by approximately 125 countries at a diplomatic conference held in Japan. It is expected that over the next few decades, this international agreement will enhance the reduction of mercury pollution from the targeted activities responsible for the major release of mercury to the environment. In addition, in July 2017, the European Union, through the European Commission, adopted certain BREF standards for large coal-fired electric generating units. The BREFs are a series of reference documents covering certain industrial activities and provide descriptions of a range of industrial processes and their respective operating conditions and emission rates. Member states are required to take these documents into account when determining best available techniques. As a result of the EU’s adoption of these BREF conclusions, specific emissions limits are currently being developed. With regard to business opportunities in China and other Asian countries, there currently exists no specific mandate for mercury capture that requires specific control technology. Nevertheless, we are optimistic of the prospects for mercury emissions regulations in China and Southeast Asia in the coming years, and because we have very broad patent rights in China, this has the potential to become a large business opportunity for us in future years. Based on statistics from Our World in Data and Enerdata, it is estimated that China represents approximately 50% of the world’s electric production from coal compared to the United States which represents approximately 14%. We are hopeful that as a result of the Minamata Convention, China as well as other countries will follow the U.S. in regulating mercury emissions. Additional Business Opportunities In October 2019, we entered into a license and development agreement with a nonrelated third party located in Alabama pursuant to which we have been jointly developing a plan to commercialize and market certain technology owned by the third party related to the removal of mercury from air and water emissions generated by coal burning power plants. Although no assurance can be given, we are optimistic that this arrangement will lead to a new revenue stream for us in the future. During the first quarter of 2021, we announced that we are in the process of developing a proprietary methane gas emissions control technology which we believe can be adopted within the oil and gas industry. Methane is emitted from oil and gas operations worldwide and is believed to be a contributor to global warming. Methane is considered a greenhouse gas, like carbon ~~dioxide~~. While we have not established a timeline for the introduction of our technology, we hope to be able to commercialize our efforts in 2022 and thereafter. In addition, during the first quarter of 2021, we announced new technologies under development intended to improve the processing of REEs in North America. Currently, most of the demand for REEs in the United States is purchased from China. REEs are commonly used today in automobile catalysts and petroleum refining catalysts, televisions, magnets, batteries and medical devices. Our new technologies are under development in conjunction with our collaboration with the Alabama third party entity mentioned above and its affiliates. Such technologies focus on improving the cost of extracting rare earth minerals along with improving the environmental footprint of extracting those REEs from their solvent state. While there is no established timeline for the introduction of these technologies after further testing is performed, we hope that if such further testing is successful, these technologies can begin to be commercialized in 2022 and thereafter.

5● ~~Table~~“PFAS” means per-and polyfluoroalkyl substances, which are a group of ~~Contents~~synthetic chemicals also known as “forever chemicals”.

Risks Associated with our Business An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks, and other risks, are discussed more fully in the section titled “Risk Factors” following this prospectus summary. These risks include, but are not limited to, the following:
	·	Demand for our services and products is largely driven by coal consumption by North American electricity power generating plants. Any significant changes that diminish the use of coal as a primary fuel source for electricity production may adversely affect our business;
	·	Our industry is highly competitive. If we are unable to compete effectively with competitors having greater resources than we do, our financial results could be adversely affected;
	·	We may not be able to successfully protect our intellectual property rights, and we may not be successful in patent litigation, which could put one or more of our patents at risk of being invalidated, held unenforceable, or interpreted narrowly and could put our patent applications at risk of not issuing;
	·	We depend on third-party suppliers for materials needed to implement our emissions technologies, key customers, and a small number of key employees—the losses of which could negatively impact our business, our financial results, our operations, and our projected future growth;
	·	Business interruptions, including any interruptions resulting from COVID-19, could significantly disrupt our operations and could have a material adverse impact on us;
	·	Our business focus has predominantly been mercury removal from power plant emissions, which is driven primarily by regulation. Any significant changes in mercury and other emission regulation could have a major impact on us;
	·	Our common stock has in the past been a “penny stock” under SEC rules, and may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock”; and
	·	the other factors described in “Risk Factors.”
Reverse Stock Split Our board of directors and shareholders have approved a reverse split of our outstanding shares of common stock at a specific whole number ratio within a range from 1-for-2 to 1-for-7, and the shareholders also granted authorization to our board to determine, in its sole discretion, the specific ratio and timing of such reverse stock split. We intend to effect such reverse stock split only to the extent necessary to effectuate our intended listing of our common stock on Nasdaq or remain in compliance with continued listing requirements of Nasdaq, however we cannot guarantee that that such reverse stock split will be necessary or will occur in connection with the listing of our common stock on Nasdaq, or that Nasdaq will approve our initial listing application for our common stock upon such reverse stock split. Recent Developments Preliminary Earnings On October 19, 2021, we issued a press release reporting a recent operational summary and preliminary revenue results for the third quarter ended September 30, 2021 that included the information set forth below. These preliminary results should be read in conjunction with the sections titled ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and ‘‘Summary Financial Data’’ and our financial statements and related notes thereto presented elsewhere in this prospectus.
	·	Completed phase 1 testing of our REE technology with Pennsylvania State University’s College of Earth and Mineral Sciences confirming 80-90% efficiency rate in extracting select REEs.
	·	Received approval from the District Judge of the U.S. District Court in Delaware of the adoption of the report and recommendation of the Magistrate Judge to allow us to proceed with litigation claims against certain refined coal entities as named in the 2019 lawsuit that we initiated against certain defendants for infringement of our patents related to our two-part Sorbent Enhancement Additive (SEA®) process for mercury removal from coal-fired power plants, providing exciting forward momentum in our significant lawsuit to rightfully protect our patented technology for mercury emissions capture.
	·	Signed a five-year license agreement with a utility in the Midwest U.S. to provide a non-exclusive license to certain ME2C patents for use in connection with the utility’s coal-fired power plant.
	·	Revenues for third quarter of 2021 are expected to increase approximately 75% to at least $4.9 million compared to revenues of $2.8 million in the same quarter last year. Final recognized revenue is subject to our quarterly review and will be released with our unaudited financial statements and related quarterly report.

●

“PFBS” means perfluorobutanesulfonic acid, which is a specific type of chemical within the PFAS group.

6● ~~Table~~“PFHxS” means perfluorohexane sulfonic acid, which is a specific type of ~~Contents~~chemical within the PFAS group.

~~The~~● preliminary financial results presented above are not a comprehensive statement of our financial performance for the quarter ended September 30, 2021. Our independent registered public accounting firm, Rotenberg Meril Solomon Bertiger & Guttilla, P.C., has not audited or reviewed, and does not express an opinion with respect to this information. When our Form 10-Q for the quarter ended September 30, 2021 is filed with the SEC, it will contain additional disclosure and any adjustments necessary, in the opinion of management, for a fair presentation of such information. We are required to consider all available information through the finalization of our financial statements and their possible impact on our financial conditions and results of operations for the period, including the impact of such information on the complex judgments and estimates referred to above. As a result, subsequent information or events may lead to material differences between the information about the results of operations described herein and the results of operations described in our subsequent quarterly report. Accordingly, you should not place undue reliance on these preliminary financial results. Guidance The press release issued on October 19, 2021 also includes financial guidance, specifically that we expect revenues in the fourth quarter of 2021 for our core business to reach $4 million and that, for the full year 2021, we expect significant growth over full year 2020 and to realize positive cash flow from operations for the foreseeable future. This guidance is based on our management’s current expectations and is subject to uncertainty and changes in circumstances. You are cautioned that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. Accordingly, you should not place undue reliance on this guidance. Corporate Information We were originally incorporated on July 19, 1983 in the State of Utah and subsequently domesticated as a Delaware corporation in February 2007. We changed our name to Midwest Energy Emissions Corp. in September 2011. ME2C Environmental is a trade name of Midwest Energy Emissions Corp. Our wholly owned subsidiary, MES, Inc., was originally incorporated in December 2008 in the State of North Dakota. On June 23, 2011, we completed a merger transaction (the “~~Merger~~PFNA”) ~~whereby~~means ~~MES,~~perfluorononanoic ~~Inc. (then called Midwest Energy Emissions Corp.) became our wholly owned subsidiary. As a result of the Merger~~acid, our business began to focus on the delivery of mercury capture technologies to power plants in North America, Europe, and Asia. Our principal place of business is located at 1810 Jester Drive, Corsicana, Texas 75109, which location we have maintained for manufacturing and distribution of our products since 2015. As of December 2019, we relocated our corporate headquarters to such address which corporate headquarters prior thereto were maintained at 670 D Enterprise Drive, Lewis Center, Ohio 43035. Our telephone number is (614) 505-6115. Our corporate website address is http://www.me2cenvironmental.com. We do not incorporate the information on or accessible through our website to be part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Implications of Being a ~~Smaller~~specific ~~Reporting~~type ~~Company We are a “smaller reporting company” as defined in the Exchange Act. We may take advantage~~ of ~~certain~~chemical ofwithin the ~~scaled~~PFAS disclosures available to smaller reporting companies until the fiscal year following the determination that the aggregate market price of our voting and non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and the aggregate market price of our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quartergroup.

7● ~~Table~~“PFOA” means perfluorooctanoic acid, which is a specific type of ~~Contents~~chemical within the PFAS group.

THE OFFERING
Common stock offered by us:			[ ] shares
Common stock to be outstanding immediately following this offering:			[ ] shares ([ ] shares if the underwriters exercise their option to purchase additional shares in full)
Underwriters’ option to purchase additional shares from us:			We have granted the underwriters a [45-day] option to purchase up to an aggregate of [ ] additional shares of common stock from us at the public offering price, less underwriting discounts and commissions, on the same terms as set forth in this prospectus.
Use of proceeds:			We estimate that we will receive net proceeds from this offering of approximately $[ ] million, or approximately $[ ] million if the underwriters exercise their option to purchase additional shares in full, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering, together with our existing cash, to, among other things, repay amounts outstanding under our Debt Repayment Agreement (as defined below), fund the research and development of our technologies, services, and products and for working capital and other general corporate purposes, including organic expansion and the funding of acquisitions and licenses. See “Use of Proceeds” below.
Dividend policy:			We do not currently intend to pay dividends on our common stock.
Risk factors:			An investment in our common stock involves a high degree of risk. You should read this prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and the related notes to those statements included in this prospectus, before investing in our common stock before deciding to invest in shares of our common stock.
Proposed Nasdaq Capital Market Symbol:			“MEEC” – Our common stock is presently quoted on the OTCQB Venture Market under the symbol “MEEC.” We have applied to list our common stock on the Nasdaq Capital Market under the symbol “MEEC.” [We will not proceed with this offering in the event the common stock is not approved for listing on Nasdaq.]
After giving effect to the planned reverse stock split of our common stock at a ratio of 1-for-[ ], the number of shares of common stock to be outstanding after this offering is based on [ ] shares of common stock outstanding at [ ], 2021, and excludes the following:
	·	[ ] shares of common stock issuable upon exercise of our outstanding stock options at a weighted average exercise price of $[ ] per share; and
	·	[ ].
	·	Unless otherwise indicated, all information in this prospectus reflects or assumes:
	·	no exercise by the underwriters of their option to purchase up to [ ] additional shares of common stock in this offering; and
	·	[ ].

●

“PFOS” means perfluorooctane sulfonate, which is a specific type of chemical within the PFAS group.

8● ~~Table~~“RSSCTs” ofmeans ~~Contents~~rapid small-scale column tests.

SUMMARY FINANCIAL DATA The financial data as of and for the six months ended June 30, 2021 and the balance sheet data as of June 30, 2021 are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The financial data for the years ended December 31, 2020 and 2019 and the balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements also included elsewhere in this prospectus. You should read this data together with our consolidated financial statements and related notes included elsewhere in this prospectus and the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results are not necessarily indicative of our results in any future period and results from our interim period may not necessarily be indicative of the results of the entire year. Per share amounts presented herein reflect the implementation of the 1-for-[ ] reverse stock split as if it had occurred at the beginning of the earliest period presented. Summary of Operations
	Years EndedDecember 31,						Six Months Ended June 30,(unaudited)
	2020			2019			2021			2020
Revenues	$	8,158,448		$	11,417,027		$	5,297,334		$	3,000,178
Cost of sales		5,440,395			8,335,436			2,980,566			2,316,383
Operating expenses
Other income (expense)
Net income (loss) before provision for income taxes		(5,815,622	)		(6,083,286	)		(2,143,099	)		(2,678,088	)
Provision for income taxes		(10,000	)		(14,000	)		(4,518	)
Net income (loss) after provision for income taxes		(5,825,622	)		(6,097,286	)		(2,147,617	)		(2,678,088	)
Condensed Balance Sheet
							June 30, 2021
							Actual			As Adjusted
Cash							$	1,689,352
Total current assets								3,832,979
Total assets								8,497,774
Total current liabilities								3,617,023
Total non-current liabilities
Total liabilities								17,805,331
Working capital (deficit)
Preferred stock								89,246
Common stock								56,234,920
Additional paid in capital								(65,631,723	)
Accumulated surplus (deficit)								(9,307,557	)
Total stockholders’ equity
The as adjusted column in the balance sheet data above gives effect to the sale of [ ] shares of common stock to be sold for cash in this offering at the public offering price of $[ ] per share of common stock (the last reported sales price of our common stock on [ ], 2021), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, as if the sale had occurred on June 30, 2021. Each $1.00 increase (decrease) in the public offering price of $[ ] per share of common stock, the last reported sales price of our common stock on [ ], 2021, would increase (decrease) our shareholder’s equity, as adjusted, after this offering by approximately $[ ] million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remain the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares of common stock we are offering. An increase (decrease) of 100,000 shares of common stock offered by us would increase (decrease) our shareholder’s equity, as adjusted, after this offering by approximately $[ ], assuming that the public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

●

“SCR” means selective catalytic reduction.

9● ~~Table~~“SDWA” ofmeans ~~Contents~~the U.S. Safe Drinking Water Act enacted in 1974 to protect public drinking water supplies throughout the United States.

●

“SEA®” means the Company’s proprietary sorbent enhancing additive.

●

“SOX” means oxides of sulfur.

iii

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this prospectus in its entirety, including the sections entitled “Risk Factors,” “Special Note Regarding Forward Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes to those financial statements, in each case included elsewhere in this prospectus.

Our Company

Overview

We are a provider of specialty activated carbon technologies, delivering innovative solutions for air and water purification. We provide patented and proprietary technologies for mercury emissions capture to the coal-fired utility sector, and are developing disruptive water purification technologies with a specialization on forever chemicals such as PFAS and PFOS.

Products and Services

Mercury Emissions

We provide mercury capture solutions for coal-fired power plants driven by our patented two-part SEA® process using a powerful combination of science and engineering. Our leading-edge services have been shown to achieve mercury emissions removal at a significantly lower cost and with less operational impact to coal-fired power plants than other used methods, while maintaining and/or increasing power plant output and preserving the marketability of byproducts for beneficial use. We design systems and materials tailored and formulated specifically to each customer’s coal-fired units. North America is currently the largest market for our emissions technologies. The market for mercury removal from power plant emissions in the United States has largely been driven by federal regulations. The MATS rule, proposed by the EPA in May 2011 and which became effective in April 2012, is intended to reduce air emissions of heavy metals, including Hg, from all major U.S. power plants burning coal or oil, which are the leading source of non-natural mercury emissions in the U.S. Our mercury removal technologies and systems achieve mercury removal levels which meet or exceed the MATS requirements with lower cost and plant systems impacts than typical PAC or BAC sorbent injection systems. Our products have been shown to be successful across a myriad of fuel and system types, tunable to any configuration, and environmentally friendly, allowing for the recycling of fly ash for beneficial use.

Our SEA® technology provides total mercury control with solutions that are based on a thorough scientific understanding of actual and probable interactions involved in mercury capture in coal-fired flue gas. A complete understanding of the complexity of mercury-sorbent-flue gas interactions and chemisorption mechanisms allows for optimal control strategy and product formulation, resulting in effective mercury capture. Combined with a thorough proprietary audit of the plant and its configuration and instrumentation, we believe our complete science and engineering approach for mercury-sorbent-flue gas interactions are well-understood, highly predictive, and critical to delivering total mercury control.

We believe that a significant percentage of coal-fired power plants in the United States have adopted and are infringing upon our two-part SEA® process for mercury removal from coal-fired power plants.

Beginning in 2019, we began to actively enforce our patent rights against unauthorized use of our patented technologies, and have since initiated patent litigation in various jurisdictions against multiple infringers, claiming infringement of our patents related to our two-part process for mercury removal from coal-fired power plants. We view such litigation as a last resort. Our goal and overall strategy is to convert infringers to our supply chain of sorbent products for mercury removal, or otherwise license our patents to them on a non-exclusive basis in connection with their respective coal-fired power plants.

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Water Treatment

In April 2024, the EPA under the Biden Administration issued the first-ever national, enforceable drinking water standard to protect communities from exposure to harmful PFAS, also known as “forever chemicals”. The rule established legally enforceable MCLs for six PFAS in drinking water: PFOA, PFOS, PFHxS, PFNA, and HFPO-DA as contaminants with individual MCLs, and PFAS mixtures containing at least two or more of PFHxS, PFNA, HFPO-DA, and PFBS using a Hazard Index MCL to account for the combined and co-occurring levels of these PFAS in drinking water. Under the Rule, public water systems must monitor these PFAS and must complete initial monitoring by 2027, followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of these PFAS in their drinking water beginning in 2027.

In April 2024, we announced the introduction of our new water treatment business to address the growing potable (drinking) water market with next-generation sorbent technologies. These new solutions are being designed to use significantly less activated carbon, offering a more environmentally sustainable approach to water treatment while maintaining or improving contaminant removal performance. Our products target not only compliance with emerging PFAS regulations, but also broader opportunities in water quality improvement positioning us to serve a large and expanding market.

As part of this strategic pivot, we have invested in the commissioning of two state-of-the-art laboratory facilities—one in Pennsylvania and one in North Dakota—referred to as our “Design Centers.” The Design Centers are dedicated sites for water treatment innovation and development. Together, we believe these facilities represent the only known facilities that have integrated capability in North America to thermally reactivate spent GAC under controlled conditions and subsequently conduct RSSCTs to directly compare reactivated GAC performance against virgin carbon counterparts. This combination allows us to evaluate reactivated GAC as a sustainable and cost-effective alternative to virgin carbon and address key water utility questions, including how to optimize media changeout schedules, strategies to reduce operational costs, and provide lab-based validation of treatment performance for PFAS and other contaminants.

These Design Centers will also function as a direct resource for the water treatment industry, offering thermal reactivation, contaminant analysis, and carbon performance evaluations. By enabling municipal and industrial utilities to lower compliance costs and improve operational efficiency, we expect to build strong technical credibility and customer engagement ahead of large-scale market adoption. Importantly, we believe our technology platform is not solely dependent on PFAS regulations, as market demand for improved water treatment solutions is broad.

Our investment in our Design Centers also serves as the basis for our planned commercial thermal reactivation plants, which we intend to open and operate in the future. Data generated from the Design Centers is being used to define permitting requirements, capital expenditure parameters, and projected operating costs, accelerating the commercialization timeline while avoiding costly future reliance on third-party providers.

On May 14, 2025, the EPA under the new Trump Administration announced the agency will keep the regulations for PFOA and PFOS. As part of this action, the EPA also announced its intent to extend the PFOA and PFOS MCL compliance deadlines and establish a federal exemption framework. Additionally, the EPA announced its intent to rescind the regulations and reconsider the regulatory determinations for PFHxS, PFNA, HFPO-DA/GenX), and the Hazard Index mixture of these three PFAS plus PFBS to ensure the determinations and any resulting drinking water regulation follow the SDWA process.

In light of evolving water regulations and funding dynamics, we believe the Company is well positioned to capture a meaningful share in the rapidly growing water treatment sector.

Marketing and Our Growth Strategy

Mercury Emissions

Our marketing efforts have principally focused on the North American market to date, and particularly the United States.

In the U.S. market, our success depends, in part, on the success of demonstrations performed with utility customers and the resulting contract awards to meet the MATS requirements in the long-term period and its operational performance with EGUs under contract.

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In Canada, there are the 2000 Canada-wide Standards for Mercury Emissions and the 2006 Canada-wide Standards for Mercury Emissions from Coal-Fired Electric Power Generation Plants among all the provinces which was initially implemented in 2010, with caps in mercury emissions for each of the provinces. We believe that we have the most effective technology for the EGUs and that we maintain a strong patent position for our mercury emissions technologies in Canada.

Our marketing strategy is designed to grow our mercury capture solutions in the North American region by building and maintaining the reputation and trust of our work among its customers – specifically by carrying out successful demonstrations performed with utility customers and the resulting contract awards to meet the MATS requirements in the long-term period and sustaining our operational performance with EGUs under contract – and developing new, and refining our existing, unique emissions technologies. We believe that by offering proven and innovative service offerings, we can attract more customers and partners to our services, creating a network growth effect. We expect that the continuing pursuit of infringers of our patented technologies will yield further licensing and supply agreements.

We believe that these targeted marketing initiatives are the most efficient and cost-effective strategy to sustain the growth of both new and existing customers.

As of December 31, 2025, there were 16 EGUs in the U.S. that use our SEA® technologies and buy product from us.

Other Possible Markets for Our Emissions Technologies

In May 2017, the European Union and seven of its member states ratified the Minamata Convention on Mercury. The Minamata Convention on Mercury is a global treaty to protect human health and the environment from the adverse effects of mercury. This convention was a result of three years of meeting and negotiating, after which the text of the convention was approved by delegates representing approximately 140 countries in January 2013 in Geneva. As of December 31, 2025, 153 countries have joined the Convention. It is expected that over the next few decades, this international agreement will enhance the reduction of mercury pollution from the targeted activities responsible for the major release of mercury into the environment. Specific emissions limits are being developed by the European Union, although the timing of any enactment of such is uncertain. Any such regulations may lead to additional business opportunities for our mercury control technologies within the European Union, although we do not currently pursue the European market and have no present plans to enter that market in the near term.

With regard to business opportunities in China and other Asian countries, there currently exists no regulatory requirement that mandates the use of any particular mercury capture or control technology. While regulatory authorities in these regions continue to evaluate air-emissions controls more broadly, the adoption of additional mercury-specific requirements, and the extent to which such requirements could create demand for our technologies, is uncertain and may not occur.

Water Treatment

Initially, we intend to focus our marketing efforts on municipalities that have limited resources and engineering experience and offer shaped activated carbons (including reactivated GAC), testing and consulting services.

While the initial focus for our water treatment technologies will be on the potable water market, we expect that our technologies will also be valuable for industrial wastewater treatment. Industrial wastewater is the liquid waste generated by industrial activities, including manufacturing, processing, and production facilities. It often contains pollutants such as organic matter, heavy metals, chemicals, oils, and other contaminants that must be treated before being discharged into the environment or reused. We believe our water treatment technologies will be well suited to address industrial wastewater challenges, providing contaminant removal and offering a practical pathway to manage treatment costs.

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Additional Business Opportunities

Pursuant to a License and Supply Agreement we entered into with Dakin Holdings Ltd., a company incorporated in Barbados (“Dakin”), effective as of January 1, 2023, as amended (the “Dakin Agreement”), we also maintain a license with respect to certain intellectual property owned by Dakin, consisting of a proprietary compound of materials engineered to treat a boiler to improve the combustion process and thereby reduce overall emissions, while improving boiler efficiency during the combustion of all types of fuels at power plants (the “Dakin IP”). We believe that the Dakin IP can be an effective supplement to our mercury emissions removal business at coal-fired power plants and provide an additional revenue stream utilizing our present infrastructure. However, there can be no assurance that such license will lead to any significant revenues. For additional information, see the section entitled “Certain Relationships and Related Party Transactions”.

Industry Background and Governmental Regulations

The market for mercury removal from power plant emissions in the United States has largely been driven by federal regulations.

On December 21, 2011, the EPA announced MATS for power plants in the U.S. The MATS rule is intended to reduce air emissions of heavy metals, including Hg, from all major U.S. power plants burning coal or oil, which are the leading source of non-natural mercury emissions in the U.S. Existing power plants were granted three years (plus a potential one-year extension in cases of hardship, ruled on by state EPAs where the plant is domiciled) from April 16, 2012 to comply with the new emission limits. The MATS rule applies to EGUs that are larger than 25 MW that burn coal or oil for the purpose of generating electricity for sale and distribution through the national electric grid to the public, and includes investor-owned units, as well as units owned by the federal government, municipalities, and cooperatives that provide electricity for commercial, industrial, and residential uses. At the time that MATS was promulgated, there were approximately 1,250 coal-fired EGUs affected by this rule. Many EGUs have since shut down as a result of regulation and competitive disadvantages to newer or gas-fired EGUs and renewable energy sources (e.g., wind and solar). We believe that at December 31, 2025, there were approximately 400 coal-fired EGUs remaining in the power market which make up the large mercury-emissions control market into which we sell.

The final MATS rule identifies two subcategories of coal-fired EGUs, four subcategories of oil-fired EGUs, and a subcategory for units that combust gasified coal or solid oil (integrated gasification combine cycle, or “IGCC” units) based on the design, utilization, and/or location of the various types of boilers at different power stations. The rule includes emission standards and/or other requirements for each subcategory. The rule set nationwide emission limits estimated to reduce mercury emissions in coal-fired plants by about 90%.

In April 2023, the EPA issued a proposal to strengthen and update MATS. Such proposal was finalized and published in May 2024 with an effective date of July 8, 2024, which, among other things, strengthens and updates MATS for coal-fired power plants and tightens the emission standard for mercury for existing lignite-fired power plants to a level that is aligned with the mercury standard that other coal-fired power plants have been achieving under MATS.

On March 12, 2025, the newly appointed EPA administrator under the Trump Administration announced plans to roll back dozens of environmental regulations, including the reconsideration of the MATS regulation. On April 8, 2025, President Trump signed a Proclamation exempting certain stationary sources, identified in Annex 1 of the Proclamation, from compliance with the 2024 updated MATS Rule. As set out in the Proclamation, the President’s exemption lasts for a period of two years beyond the updated Rule’s compliance date -- i.e., for the period beginning July 8, 2027, and concluding July 8, 2029. During the two-year period, these stationary sources identified in Annex 1 are subject to the compliance obligations that they are currently subject to under MATS, as the MATS Rule existed prior to the 2024 update. Annex 1 identifies 47 plant owners and over 60 power plants provided such exemption, which list includes a number of our customers.

In June 2025, the EPA proposed to repeal certain amendments finalized in 2024 to the MATS Rule and return compliance obligations to the MATS standards which existed prior to the 2024 update. On December 23, 2025, the EPA submitted a draft of the final action to the Office of Management and Budget (the “OMB”) for interagency review under Executive Order 12866. Following completion of the OMB interagency review process, in accordance with OMB Memorandum M-25-36, section 1.A., the EPA expects that the Administrator of the Office of Information and Regulatory Affairs of the OMB will finalize the action by the end of January 2026.

In addition to the U.S. federal MATS rule, certain states currently have regulations that limit mercury emissions and are similar to or more restrictive than the MATS rule.

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There are several choices of pollution control technologies available to reduce mercury emissions, but they do not all work consistently or cost-effectively for every plant design or for all of the various types of coal. The most common technology employed to reduce mercury emissions is a sorbent injection system which provides for the injection of PAC or BAC into the flue-gas of an EGU after the boiler itself, but in front of the ESP. Such injections have proven effective with many coals, especially at reduction levels of 70% or less. At required mercury reduction levels above 80%, these injection systems require substantial injection rates which often have severe operational issues, including over-loading the ESP and rendering the fly ash unfit for sale to concrete companies, and at times even causing combustion concerns with the fly ash itself.

Mercury is also removed as a co-benefit by special pollution control equipment installed to remove SOX and NOX. To achieve very high levels of SOX reduction, large, complex, and expensive (with capital costs in the hundreds of millions of dollars for a medium-sized EGU) systems called scrubbers can be installed in the plant exhaust system, typically just before the flue-gas goes up the stack for release. As a co-benefit to their primary mission, scrubbers have been shown to remove significant quantities of oxidized mercury. Mercury is typically found in two basic forms in coal: elemental and oxidized. The amount of each form varies in any given seam of coal and is affected by the other natural elements (such as chlorine) which might also be present in the coal. We believe that about 30-40% of the mercury in the post-combustion flue-gas exists in the oxidized state for power plants burning low-rank coal and about 60-70% for power plants burning high-rank coals. Mercury is found in only trace amounts in coal, making it difficult to remove from coal or from the flue-gas when combusted with the coal. It is in the burning of millions of tons of coal that these trace amounts become problematic and is why MATS was promulgated.

The other major pollution control system which contributes significantly to the co-benefits of mercury removal is an SCR system, which can be installed to achieve high levels of removal of NOX. SCRs are also very large and expensive systems (costing hundreds of millions of dollars in capital costs to install on a medium-size EGU) that are typically installed just after the flue-gas exits from the unit boiler. As a co-benefit, SCRs have been shown to oxidize a considerable percentage of the elemental mercury in many types of coal. If the EGU then has a combination of an SCR and a scrubber, we estimate that the EGU might achieve an over-all reduction of 80-85% of the mercury in power plants that burn high-rank coals. The exact level of mercury emission reductions depends on the designs of these systems, the types of coal being burned and the operations of the power plant.

We believe that a large percentage of the coal-fired EGUs in the U.S. employ some sort of sorbent injection system to achieve the very low mercury emission levels required by the MATS rule, with either the sorbent injection system as the primary removal method or such a system being employed as a supplemental system to SCR/scrubber combinations to achieve the emission limits.

In the United States, potable water treatment is regulated primarily by the EPA under the SDWA. The SDWA was originally passed by Congress in 1974 to protect public health by regulating the nation’s public drinking water supply. The law was amended in 1986 and 1996 and requires many actions to protect drinking water and its sources—rivers, lakes, reservoirs, springs, and ground water wells. The SDWA does not regulate private wells which serve fewer than 25 individuals. The SDWA authorizes the EPA to set national health-based standards for drinking water to protect against both naturally-occurring and man-made contaminants that may be found in drinking water. The SDWA covers water quality standards, treatment processes, and monitoring requirements for public water systems.

The EPA has set MCLs for specific contaminants in drinking water. These include: microbial contaminants like bacteria, viruses, and protozoa (e.g., E. coli and cryptosporidium); inorganic contaminants like lead, arsenic, and nitrates; organic contaminants like pesticides and solvents; radionuclides like radon and uranium; and disinfectants and disinfection by-products like chlorine and trihalomethanes (“THMs”). Water systems must treat water to meet these MCLs or achieve a level that minimizes the risk to public health.

In April 2024, the EPA issued the first-ever national, enforceable drinking water standard to protect communities from exposure to harmful PFAS, also known as “forever chemicals”. The Rule sets limits for five individual PFAS: PFOA, PFOS, PFNA, PFHxS, and HFPO-DA/GenX. The Rule also sets a hazard index level for two or more of four PFAS as a mixture: PFNA, PFHxS, HFPO-DA, and PFBS. Under the Rule, public water systems must monitor these PFAS and must complete initial monitoring by 2027, followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of these PFAS in their drinking water beginning in 2027. Public water systems must implement solutions that reduce these PFAS by 2029 if monitoring shows that drinking water levels exceed the MCLs set forth in the Rule. By 2029, public water systems that have PFAS in drinking water which violates one or more of these MCLs must take action to reduce levels of these PFAS in their drinking water and must provide notification to the public of the violation.

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The EPA has indicated that once implemented, these limits will reduce tens of thousands of PFAS-attributable illnesses or deaths and will reduce PFAS exposure for approximately 100 million Americans served by public drinking water systems.

The EPA has indicated that compliance with this Rule is estimated to cost approximately $1.5 billion annually. The Infrastructure Investment and Jobs Act has dedicated $9 billion to help communities impacted by PFAS pollution in drinking water. In addition, another $12 billion in Infrastructure Investment and Jobs Act funding is available to communities to make general drinking water improvements, including addressing PFAS chemicals. Estimated costs include water system monitoring, communicating with customers, and – if necessary – installing treatment technologies.

On May 14, 2025, the EPA under the new Trump Administration announced the agency will keep the regulations for PFOA and PFOS. As part of this action, EPA also announced its intent to extend the PFOA and PFOS MCL compliance deadlines and establish a federal exemption framework. Additionally, the EPA announced its intent to rescind the regulations and reconsider the regulatory determinations for PFHxS, PFNA, HFPO-DA/GenX, and the Hazard Index mixture of these three PFAS plus PFBS to ensure the determinations and any resulting drinking water regulation follow the SDWA process.

In addition to the national standards established by the EPA which states are required to implement and enforce, individual states have the authority to impose stricter regulations than those set by the EPA. Many states have already set their own standards for PFAS, often more stringent than federal standards, in response to the growing public health concerns. States also run their own monitoring programs and inspections to ensure compliance with federal and state regulations.

Risks Factor Summary

An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks, and other risks, are discussed more fully in the section entitled “Risk Factors” following this prospectus summary. These risks include, but are not limited to, the following:

Risks Related to our Company

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Demand for our mercury emissions services and products is largely driven by coal consumption by North American electricity power generating plants. Any significant changes that diminish the use of coal as a primary fuel source for electricity production may adversely affect our business;

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Technological change may make our products and services less marketable;

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Our industry is highly competitive. If we are unable to compete effectively with competitors having greater resources than we do, our financial results could be adversely affected;

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We may not be able to successfully protect our intellectual property rights, and we may not be successful in patent litigation, which could put one or more of our patents at risk of being invalidated, held unenforceable, or interpreted narrowly and could put our patent applications at risk of not issuing;

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We are currently subject to inter partes review proceedings that could adversely affect the enforceability of our patent rights.

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We depend on third-party suppliers for materials needed to implement our emissions technologies, key customers, and a small number of key employees-the losses of which could negatively impact our business, our financial results, our operations, and our projected future growth;

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Our lack of diversification increases the risk of an investment in the Company;

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Low gas prices can negatively impact our results of operations; mild weather could also have corresponding effects on the demand for coal;

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Our insurance coverage may not be adequate to protect us from all business risks;

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Revenues are generated under contracts or blanket purchase orders that must be renegotiated periodically;

Risks Related to Regulation

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Any significant changes in environmental regulations related to mercury emissions and potable water treatment could have a major impact on us;

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Since being enacted, the MATS Rule has been subject to legal challenges and modifications which may continue;

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Uncertainty of and variability in international environmental regulations could restrict our ability to expand outside of the United States;

Risks Related to our Common Stock and this Offering

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The trading activity for our common stock has varied and, at times, been limited;

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Our stock price may be volatile, which could result in substantial losses to investors and litigation;

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We may need additional capital in the future, which may not be available on acceptable terms or at all, to continue investing in our business and to finance acquisitions and other strategic transactions;

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If we fail to list our common stock on the NYSE American and it continues to be characterized as a “penny stock” under the U.S. Securities and Exchange Commission (“SEC”) rules, it may be more difficult to resell securities classified as “penny stock”;

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Investors in this offering will experience immediate and substantial dilution in net tangible book value;

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If we cannot satisfy the initial listing standards, or continue to satisfy the continued listing standards, of the NYSE American, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them;

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Even though we effected the 1-for-5 reverse stock split of our common stock, we cannot assure you that the market price of our common stock will remain high enough for such reverse stock split to have the intended effect of complying with the NYSE American’s minimum price requirement;

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We have broad discretion in the use of the net proceeds from this offering and may not use them effectively;

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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline;

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The reverse stock split, effected on December 26, 2025, could cause our stock price to decline relative to its value before the split and decrease the liquidity of shares of our common stock; and

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the other factors described in the section entitled “Risk Factors.”

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Reverse Stock Split

On December 23, 2025, we filed with the Secretary of State of the State of Delaware a certificate of amendment to our certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-5, effective December 26, 2025. Following the reverse stock split, every five (5) shares of our issued and outstanding common stock were automatically converted into one (1) issued and outstanding share of common stock, without any change in par value per share. No fractional shares were issued in connection with the reverse stock split, and any shareholders who would have received fractional shares of common stock instead were rounded up to the nearest whole number of shares of common stock. The reverse stock split did not affect the number of shares of authorized common stock. The common stock began trading on a reverse stock split-adjusted basis on December 31, 2025 and was assigned a new temporary ticker symbol on the OTCQB of “BCHTD” for the 20 business days following the reverse stock split and on the 21st day, it will change back to “BCHT”.

The purpose of the reverse stock split was to allow us to meet the minimum stock price threshold listing requirement for listing the common stock on the NYSE American. Unless otherwise noted and other than in our historical financial statements and the notes thereto, all share and per share information in this prospectus gives effect to the reverse stock split.

Corporate Information

We were originally incorporated on July 19, 1983 in the State of Utah and subsequently re-domesticated as a Delaware corporation in February 2007. Effective on October 17, 2024, as part of our rebranding, we changed our corporate name from Midwest Energy Emissions Corp. to Birchtech Corp.

Our wholly owned subsidiary, MES, Inc., was originally incorporated in December 2008 in the State of North Dakota. Effective on June 21, 2011, we completed a merger transaction (the “Merger”) whereby MES, Inc. (then called Midwest Energy Emissions Corp.) became our wholly owned subsidiary. As a result of the Merger, our business began to focus on the delivery of mercury capture technologies to power plants.

Our mercury emissions business is sometimes referred to and known as “ME₂C”®, which is a trademark of the Company.

Our principal place of business is located at 1810 Jester Drive, Corsicana, Texas 75109, which location we have maintained for manufacturing and distribution of our products since 2015. Our telephone number is (614) 505-6115. Our corporate website address is http://www.birchtech.com.

We do not incorporate the information on or accessible through our website to be part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that the aggregate market price of our voting and non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and the aggregate market value of our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.

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THE OFFERING


Common stock offered by us:		4,819,278 shares, assuming a public offering price of $4.15 per share, which is based on the closing price of the shares of common stock on the OTCQB on January 9, 2026.

Common stock outstanding prior to this offering:		19,455,966 shares.

Common stock to be outstanding immediately following this offering:		24,275,244 shares, assuming a public offering price of $4.15 per share, which is based on the closing price of the shares of common stock on the OTCQB on January 9, 2026.

Underwriters’ option to purchase additional shares of common stock from us:		We have granted the underwriters a 30-day option to purchase up to an additional 722,892 shares of common stock, or 15% of the total number of shares of common stock sold in this offering, at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any, on the same terms as set forth in this prospectus.

Use of proceeds:		We estimate that we will receive net proceeds from this offering of approximately $17.7 million, or approximately $20.5 million if the underwriters exercise their option to purchase additional shares in full, based upon the assumed public offering price of $4.15 per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering, together with our existing cash, for, among other things, continuing operating expenses, working capital and other general corporate purposes. See “Use of Proceeds” below.

TSX and OTCQB symbols:		Our common stock is presently traded on the TSX under the symbol “BCHT” and is quoted on the OTCQB under the symbol “BCHTD”.

Proposed NYSE American trading symbol:		We intend to apply to have the common stock listed on the NYSE American under the proposed symbol “BCHT”. The approval of the listing of the common stock on the NYSE American is a condition to the completion of this offering and we expect that, if approved, the common stock will begin trading on the NYSE American on or around the date of this prospectus, at which point the common stock will cease to be traded on the OTCQB. No assurance can be given that such listing will be approved or that a trading market will develop for our common stock.

Risk factors:		An investment in our common stock involves a high degree of risk. You should read this prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and the related notes to those statements included in this prospectus, before investing in our common stock.

Transfer agent:		The transfer agent and registrar for our common stock is Transfer Online, Inc., 512 SE Salmon Street, Portland, Oregon 97214. The co-transfer agent and registrar for our common stock in Canada is TSX Trust Company at its offices in Toronto, Ontario, Canada.

Lock-ups:		We and our directors and executive officers will agree with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 90 days after the date of this prospectus, subject to certain exceptions. See “Underwriting” section on page 79.

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The number of shares of common stock outstanding prior to and following this offering is based on 19,455,966 shares of common stock outstanding at January 9, 2026, and excludes the following:

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1,070,000 shares of common stock issuable upon exercise of our outstanding stock options at a weighted average exercise price of $3.43 per share; and

●

1,518,261 shares of common stock reserved for issuance pursuant to the Company’s Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”).

Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase up to 722,892 additional shares of common stock in this offering, assuming a public offering price of $4.15 per share, which is the closing price of the common stock on the OTCQB on January 9, 2026.

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RISK FACTORS

An investment in our common stock is speculative and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the following risk factors. These risk factors contain, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from the results discussed in the forward-looking statements. The occurrence of any of the adverse developments described in the following risk factors ~~and in the documents incorporated herein by reference~~ could materially and adversely harm our business, financial condition, results of operations, or prospects. In such event, the value of our common stock could decline, and you could lose all or a substantial portion of the money that you pay for our common stock. In addition, the risks and uncertainties discussed below are not the only ones that we face. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material, and these risks and uncertainties could result in a complete loss of your investment. In assessing the risks and uncertainties described below, you should also refer to the other information contained in this prospectus (as may be supplemented or amended from time to time).

Risks Related to Our Company

North American coal-fired electricity generating units comprise the basis of the market for our services and products. Regulations mandating or incentivizing the purchase of power from renewable energy sources (e.g., wind, solar, hydroelectric, and geothermal) and/or the phasing out of coal-fired power plants could lessen the demand for electricity from such plants and overall reduce the number of coal-fired electricity generating units and the amount of coal burned, thereby decreasing the demand for our services and products which could adversely affect our business. The phasing out of coal-fired plants has already had a negative effect on our results of operations. Continued promulgation of these regulations in North America is affected by, among other things, politics, perceived environmental impact, and public favor.

The risks associated with technological change may make our products and services less marketable.

The market into which we sell our products and services is characterized by periodic technological change as well as evolving industry standards and regulations. The nature of such market will require that we continually improve and/or modify the performance, features, and reliability of our products and services, particularly in response to possible competitive offerings. Unless we are able to enhance, improve, and/or modify existing products in a timely manner or to develop and introduce new products that incorporate new technologies or conform with evolving industry standards and regulations, our products and services may be rendered less marketable.

Our industry is highly competitive. If we are unable to compete effectively with competitors having greater resources than we do, our financial results could be adversely affected.

We operate in highly competitive industries that are characterized by a diverse range of participants, including companies that operate in both the mercury capture and water treatment industries. Our major competitors in the ~~U.S.~~mercury capture and ~~Canada~~water treatment markets include companies such as Arq, Inc. (formerly Advanced Emissions Solutions, Inc.), ~~Albemarle~~Norit ~~Corporation,~~Activated ~~Cabot Corporation~~Carbon, Calgon Carbon Corporation, ~~Carbonxt,~~and ~~Inc.,~~Nalco ~~Environmental~~Company ~~Energy~~LLC ~~Services~~(also ~~Inc.,~~known ~~and~~as Nalco ~~Company~~Water, an Ecolab company). ~~These~~Many ~~companies~~of our competitors employ ~~large~~larger sales staff and are well ~~positioned~~established in the market with greater financial and operational resources. Our ability to compete successfully depends in part upon our ability to offer superior technology, including a superior team of ~~sales and~~ technical ~~staff~~personnel. If we are unable to maintain our competitive position, we could lose market share to our competitors, which is likely to adversely impact our financial results.

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We may not be able to successfully protect our intellectual property rights.

WeAs ~~own~~of aDecember ~~number~~31, of2025, ~~significant~~our ~~patents~~patent ~~and~~portfolio relating to mercury removal included 18 granted patents ~~pending~~worldwide, ~~covering~~consisting ~~the~~of 14 U.S., patents and 4 foreign patents (Canada, Europe, and China), ~~for~~with ~~our~~stated ~~technology.~~expiration ~~Certain~~dates ~~critical~~ranging ~~technology~~from ~~related~~January 2026 to ~~our~~August ~~systems~~2034. Between August and ~~products~~October is2025, ~~protected~~12 byU.S. ~~trade~~Patents ~~secret~~and ~~laws~~2 foreign patents relating to mercury removal expired. The patent data and ~~confidentiality~~expiration timelines cited above and ~~licensing~~elsewhere ~~agreements~~in this prospectus are based on internal assessments and information currently available through third-party databases, including Google Patent Database. ~~There~~While ~~can~~we believe these sources to be nogenerally ~~assurance~~reliable, ~~that~~they ~~outstanding~~are ~~patents~~subject ~~will~~to ~~not~~inherent bedata ~~challenged~~lags, indexing errors or ~~circumvented~~incomplete bycoverage ~~competitors~~of foreign jurisdictions. Consequently, the actual status, enforceability or ~~that~~precise ~~such~~expiration ~~other~~dates ~~protection~~of ~~provided~~certain bypatents ~~trade~~may ~~secret~~differ ~~laws~~from ~~and~~those ~~confidentiality~~stated. While we actively pursue new patents and ~~licensing~~technological ~~agreement~~advancements ~~will~~to ~~prove~~replace ~~adequate.~~expiring Wepatents, ~~cannot~~there ~~assure~~is ~~you~~no guarantee that wefuture patents will ~~have~~be ~~adequate~~granted, ~~remedies~~or ~~against~~that ~~contractual~~they ~~counterparties~~will ~~for~~be ~~disclosure~~able ofto ~~our~~provide ~~trade~~and/or ~~secrets~~allow orus ~~violation~~to ofmaintain ~~ME2C~~the ~~Environmental’s~~same ~~intellectual~~level ~~property~~of ~~rights~~market protection. As a result, we may not be able to successfully ~~defend our patents or~~ protect proprietary aspects of our technology.

10With ~~Table~~regard ofto ~~Contents~~our water treatment technologies, we have to date filed two provisional patent applications in the U.S. relating to water treatment. We have also filed two Patent Cooperation Treaty (“PCT”) applications and one U.S. patent application. However, these applications do not provide enforceable patent rights unless they are successfully granted by the PCT and U.S. Patent and Trademark Office. There is no assurance that our pending applications will result in issued patents, or that any patents granted will provide meaningful protection against competitors.

We may not be successful in patent litigation.

InPatent ~~July 2019, we announced that we had initiated patent~~ litigation against defendants in the U.S. District Court for the District of Delaware for infringement of certain patents which relate to our two-part Sorbent Enhancement Additive (SEA®) process for mercury removal from coal-fired power plants. Investors should note that patent litigation, like most types of commercial litigation, can be expensive, time-consuming, and unpredictable. ~~Although~~Any wesuch ~~already entered into agreements with each of the four major utility defendants in this~~ litigation, ~~such~~may ~~action~~require ~~will~~us ~~continue with respect~~ to ~~the~~spend ~~other~~a ~~defendants~~substantial ~~still~~amount ~~involved. In fact, we recently received approval from the District Judge~~ of ~~the~~time ~~U.S.~~and ~~District~~money ~~Court in Delaware of the adoption of the report~~ and ~~recommendation~~could ofdistract ~~the~~management ~~Magistrate~~from ~~Judge~~our day-to-day ~~allow us to proceed with litigation claims against certain refined coal entities as named in the 2019 lawsuit~~operations. There is no assurance that ~~the~~we ~~continuing~~will ~~litigation~~be ~~with~~successful ~~the~~in ~~remaining defendants, or~~ any ~~future~~such ~~patent~~ litigation ~~which we may commence, will be successful~~. ~~In addition~~Moreover, in an infringement proceeding, a court may decide that one or more of our patents are not valid or enforceable, or a court may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation could put one or more of our patents at risk of being invalidated, held unenforceable, or interpreted narrowly and could put our patent applications at risk of not ~~issuing.~~being ~~Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business~~approved.

WeOn ~~depend~~March 1, 2024, following a five-day jury trial, a federal jury in the U.S. District Court for the District of Delaware (the “Court”) awarded a $57.1 million patent infringement verdict in our favor against a group of defendants (the “CERT defendants”). Nevertheless, the ultimate success in this litigation against this group of defendants still remains uncertain due to other possible factors, including, but not limited to, the results of any post-trial motions and applications, appeals and any collectability issues. Following the trial, the Court entered non-final judgments on ~~third~~the verdict against the defendants and the parties submitted post-~~party~~trial ~~suppliers~~motions relating to the jury trial. The defendants also asserted that the Company’s claims were barred due to their defense that they had an implied license to the asserted patents. A bench trial was held on such issue. On June 10, 2025, the Court ruled that the CERT defendants failed to prove that they had such an implied license and denied their motion to alter or amend the non-final judgment. On September 25, 2025, the Court issued a Memorandum Opinion and Order denying the CERT defendants’ post-trial motion that they should not be held liable as a matter of law for ~~materials~~induced ~~needed~~infringement, contributory infringement or willful infringement, and on November 20, 2025, the Court issued a Memorandum Opinion and Order denying the CERT defendants’ post-trial motion for a new trial on the issues of induced infringement, contributory infringement, willful infringement and damages. Thereafter, on December 17, 2025, the Court issued a memorandum order granting the Company’s request for pre- and post-judgment interest, and denying the Company’s request for enhanced damages. Following resolution of all post-trial motions, the Court issued the final judgment in favor of the Company on December 29, 2025 in the total amount of $78,397,157.05, which amount includes pre-judgment interest. Although the Court has entered final judgment, the CERT defendants may seek appellate review, and there can be no assurance that the Company will be able to ~~implement~~enforce ~~our~~or ~~emissions~~collect ~~technologies~~on the judgment, or as to the timing or amount of any recovery.

We buy all the raw materials needed to implement our technologies and provide uniquely formulated products for effective mercury removal from third-party suppliers. Suppliers of our raw materials include large companies that have provided materials for decades and have an international presence. When we use PAC as one component of our sorbent material, we buy it in the market from large activated carbon manufacturers. We believe that we have excellent relationships with our current suppliers. If any of our suppliers should become unavailable to us for any reason, there are a number of other suppliers that we believe can be contracted with expeditiously to supply the raw materials that we need, ensuring a continued supply of our products to our customers. However, the possibility exists that we may not be able to secure such arrangements on terms acceptable to us which could negatively impact our business.12

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We are currently subject to inter partes review proceedings that could adversely affect the enforceability of our patent rights.

Certain of our patents which pertain to mercury removal from coal-fired power plants are currently the subject of inter partes review (“IPR”) proceedings before the United States Patent and Trademark Office. IPR proceedings are a mechanism by which third parties can challenge the validity of issued patents, and they have become a frequent tool used by parties seeking to invalidate patents in our industry. Even though a jury has upheld the validity of certain of our patents in the Delaware proceeding and judgment has been entered as described in the immediately preceding risk factor and in further detail under the heading “Business—Legal Proceedings,” the IPR process is independent and could result in the narrowing or invalidation of some or all of the asserted claims, which could impair or eliminate our ability to enforce the judgment, collect damages or obtain other relief. While IPRs are a common feature of the U.S. patent system, we believe that our patents are valid and enforceable. We intend to actively defend our intellectual property rights, but the outcome of any administrative proceeding cannot be predicted with certainty.

It is possible that we are unable to continue as a going concern.

Based on our current cash levels and burn rate, amongst other things, we believe our cash and financial resources may be insufficient to meet our anticipated needs for the twelve months following the date of issuance of the financial statements for the quarterly period ended September 30, 2025, which raises substantial doubt about our ability to continue as a going concern within one year from the issuance date of such financial statements included elsewhere in this prospectus. The financial statements included elsewhere in this prospectus have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should we be unable to continue as a going concern within one year after the date the financial statements are issued. The Company’s total cash balance at December 31, 2025 was approximately $2.3 million.

In addition to maintaining the revenue stream from our legacy mercury emissions control business, our plans and expectations over the twelve months from the issuance date of the financial statements for the quarterly period ended September 30, 2025 included elsewhere in this prospectus to mitigate such financial condition include receiving additional cash inflows from the judgment expected in connection with the $57.1 million jury verdict awarded to us in March 2024, additional licensing revenues and product sales from the other patent litigation recently commenced, and revenues from our entry into the water treatment business. During 2024, we opened two new state of the art laboratories and have added personnel to support our entry into the water business, which we believe will lead to a vibrant new revenue stream. In addition, management is exploring additional financing opportunities. While management believes these plans will alleviate substantial doubt, there is no assurance that they will be successfully realized or implemented.

We depend on third-party suppliers for materials needed to implement our technologies; availability of raw materials and volatility in price could impact our results of operations.

We buy all the raw materials needed to implement our technologies and provide uniquely formulated products from third-party suppliers. Suppliers of our raw materials include large companies that have provided materials for decades and have an international presence. We believe that we have excellent relationships with our current suppliers. If any of our suppliers should become unavailable to us for any reason, there are a number of other suppliers that we believe can be contracted with to supply the raw materials that we need. However, the availability and price of those raw materials can be impacted by factors beyond our control, including any price increases due to inflation. If such suppliers cannot meet our demand for such raw materials on a timely basis or at acceptable prices or if we are unable to offset any such increases that might occur with price adjustments to our customers, such could have a negative effect on our operations.

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We are dependent on key customers. A significant adverse change in such relationships could adversely impact our results of operations and financial condition.

For the year ended December 31, 2024, three customers accounted for 32%, 13%, and 10% of the Company’s revenues, respectively. For the nine months ended September 30, 2025, three customers accounted for 26%, 10%, and 10% of the Company’s revenues, respectively. At December 31, 2024, three customers accounted for 32%, 26% and 9% of the Company’s accounts receivable, respectively. At September 30, 2025, two customers accounted for 28% and 27% of the Company’s accounts receivable, respectively. Our customers are concentrated, so the loss of one or more key customers or a material reduction in business performed for them could cause us to experience a decline in net sales, which could adversely affect our financial results. In addition, there can be no assurance that such customers will not experience financial difficulties or other problems which could delay such customers in paying for product and services on a timely basis or at all. Any problems with such customers can be expected to have an adverse impact on our results of operations and financial condition.

We rely on a small number of key employees. The loss of more than one of these employees could disrupt our operations and future growth.

We have a limited number of employees and we depend on the continued services and performance of our key personnel. The loss of more than one member of this team could disrupt our operations and negatively impact our projected future growth. In addition, as we continue to grow, we cannot guarantee we will continue to attract and retain the personnel we need to maintain our competitive position.

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Our lack of diversification increases the risk of an investment in the Company.

Our business lacks significant diversification and isto date has been dependent on the success of our mercury emission control technologies. As a result, we are impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified, enhancing our risk profile. While we are in the process of developing new technologies, particularly in the water treatment market, no assurance can be made that any such new technologies currently under development will be commercialized or result in a significant revenue stream.

Low gas prices ~~could~~can negatively impact our results of operations; mild weather could also have corresponding effects on the demand for coal.

Our mercury-emissions control technologies are used by coal-fired power plants primarily in the United States. At such times that gas prices remain low for ansustained ~~extended~~periods ~~period~~ of time or such prices drop substantially, power suppliers will likely rely more upon gas-fired units rather than coal plants in meeting their power needs. ~~Gas~~Historically, gas prices ~~can~~have bebeen ~~very~~ volatile and are ~~influenced~~likely byto remain volatile in the future due to numerous factors beyond our control. ~~For~~Although ~~example,~~ market prices for natural gas have recently ~~been~~remained ~~low~~relatively ~~which~~high, ~~has~~we ~~caused,~~cannot ~~and~~predict ~~will~~when ~~likely~~such ~~continue~~prices tomay ~~cause,~~decline aand ~~weaker~~remain ~~demand~~low for ~~our~~an ~~products~~extended ~~until~~period ~~such~~of time ~~that~~which, in such ~~prices~~event, ~~increase~~will likely cause a weaker demand for our products. In addition, mild winter months in the U.S. will also result in less of a power demand, which will also be expected to negatively impact our operations.

Our insurance coverage may not be adequate to protect us from all business risks.

We may be subject, in the ordinary course of business, to claims resulting from products liability, employment-related actions, class action lawsuits, accidents, acts of God, and other actions against us. Additionally, our insurance coverage may be insufficient to cover all existing and future claims against us. We may be compelled to expend significant time and resources defending any such claims, and a loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results.

Litigation resulting from disputes with customers may result in substantial costs, liabilities, and loss of revenues.

From time to time, we may be faced with disputes with our customers over the provisions of supply contracts relating to, among other things, pricing, quality, quantity, and the existence of specified conditions beyond our or our customers’ control that impact performance obligations under the particular contract. In the event such disputes occur, we may not be able to resolve those disputes in a satisfactory manner, which could have a material adverse effect on our business, financial condition, and results of operations.

~~Revenues are generated under contracts that must be renegotiated periodically.~~14

~~Substantially~~Table ~~all~~ of our revenues are generated under contracts which expire periodically or which must be frequently renegotiated, extended, or replaced. Whether these contracts are renegotiated, extended, or replaced is often subject to factors that may be beyond our control, including an extremely competitive marketplace for the services we offer. We cannot assure you that the costs and pricing of our services can remain competitive in the marketplace or that we will be successful in renegotiating our contracts.Contents

~~Business~~Revenues ~~interruptions,~~are ~~including~~generated ~~any~~under ~~interruptions~~contracts ~~resulting~~or ~~from~~blanket ~~COVID-19,~~purchase ~~could~~orders ~~significantly~~that ~~disrupt~~must ~~our~~be ~~operations~~renegotiated ~~and could have a material adverse impact on us~~periodically.

~~The~~Substantially ~~ongoing~~all ~~coronavirus~~of ~~disease~~our ~~(COVID-19)~~revenues ~~outbreak~~to ~~which~~date ~~began~~have inbeen ~~China~~generated atunder ~~the~~contracts ~~beginning~~or ofblanket ~~2020~~purchase ~~has~~orders ~~impacted~~which ~~various~~expire ~~businesses~~periodically ~~throughout~~or ~~the~~which ~~world,~~must ~~including~~be ~~the~~frequently ~~implementation~~renegotiated, ~~of travel bans and restrictions and the~~ extended, ~~shutdown~~or ofreplaced. ~~certain~~Whether ~~businesses~~these incontracts ~~impacted~~or ~~geographic~~blanket ~~regions.~~purchase ~~During~~orders ~~this~~are ~~time~~renegotiated, weextended, ~~have~~or ~~continued~~replaced tois ~~conduct~~often ~~our~~subject ~~operations while responding~~ to ~~the~~factors ~~pandemic~~that ~~with~~may ~~actions~~be tobeyond ~~mitigate adverse consequences to~~ our ~~employees~~control, ~~business,~~including ~~supply~~an ~~chain,~~extremely ~~and~~competitive ~~customers.~~marketplace ~~Nevertheless,~~for the ~~duration~~services ~~and~~we ~~scope of the COVID-19 pandemic continues to be uncertain~~offer. IfWe ~~the~~cannot ~~coronavirus~~assure ~~situation~~you ~~does~~that ~~not improve during~~ the ~~rest~~costs ofand ~~2021~~pricing ~~or should worsen, we may experience disruptions to our business including, but not limited to, the availability~~ of ~~raw materials and equipment, to~~ our ~~workforce,~~services orcan toremain ~~our~~competitive ~~business~~in ~~relationships with other third parties. The extent to which~~ the ~~coronavirus~~marketplace ~~impacts our operations in other areas~~ or ~~those~~that ofwe ~~our third-party partners~~ will ~~depend on future developments, which are highly uncertain and cannot~~ be ~~predicted~~successful ~~with~~in ~~confidence.~~renegotiating ~~Any such disruptions or losses we incur could have a material adverse effect on~~ our ~~financial~~contracts ~~results~~ and ~~our~~blanket ~~ability~~purchase ~~to conduct business as expected~~orders.

12Business ~~Table~~interruptions ofcould ~~Contents~~significantly disrupt our operations and could have a material adverse impact on us.

Our operations, and those of our suppliers, and other contractors and consultants, could be subject to geopolitical events, natural disasters, power and other infrastructure failures or shortages, public health pandemics or epidemics, extreme weather events, including hurricanes, wildfires and prolonged droughts, and other natural or man-made disasters or business interruptions. Any of such occurrences may disrupt our operations, damage our facilities, affect our supply chains, disrupt our workforce, and impact our business relationships with other third parties. Any such disruptions or losses we incur could have a material adverse effect on our financial results and our ability to conduct business as expected.

Any disruptions to our information technology systems or breaches of our network security could interrupt our operations, compromise our reputation, and expose us to and costly response measures and could have a material adverse effect on our business operations.

We rely on information technology systems, including third-party hosted servers and cloud-based servers, to keep business, financial, and corporate records, communicate internally and externally, and operate other critical functions. If any of our internal systems or the systems of our third-party providers are compromised due to computer virus, unauthorized access, malware, and the like, then sensitive documents could be exposed or deleted, and our ability to conduct business could be impaired. Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, unauthorized access to our systems, computer viruses or other malicious code, denial of service attacks, malware, ransomware, phishing, human error, or other events that result in security breaches or give rise to the manipulation or loss of sensitive information or assets. Cyber incidents can be caused by various persons or groups, including disgruntled employees and vendors, activists, organized crime groups, and state-sponsored and individual hackers. Cyber incidents can also be caused or aggravated by natural events, such as earthquakes, floods, fires, power loss, and telecommunications failures. The risk of cybersecurity breach has generally increased as the number, intensity, and sophistication of attempted attacks from around the world has increased. While we have certain cyber security procedures in place, given the evolving nature of these threats, there can be no assurance that we will not suffer material losses in the future due to cyber-attacks.

Maintaining and improving our financial controls may divert management’s attention and increase costs.

We are subject to the requirements of the ~~Securities~~ Exchange Act ~~of 1934~~, including the requirements of the Sarbanes-Oxley Act of 2002. The requirements of these rules and regulations have increased in recent years, causing an increase in legal and financial compliance costs, and make some activities more difficult, time-consuming, or costly and may also place undue strain on our personnel, systems, and resources. Such rules and regulations require, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. This can be difficult to do. In this regard, our management concluded our internal control over financial reporting ~~was~~and disclosure controls were not effective as of December 31, ~~2020~~2024 and as of September 30, 2025. While ~~certain~~we ~~remedial~~have ~~actions~~completed ~~have~~certain ~~been~~remedial ~~completed~~actions, we continue to ~~actively~~ plan for and implement additional control procedures to improve our overall control environment, and we expect these efforts to continue throughout ~~the~~2026 ~~rest of 2021~~ and beyond. As a result of this and similar activities, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business, financial condition, and results of operations. Further, investors could lose confidence in our financial reports, and our stock price may be adversely affected, if our internal controls over financial reporting continue to be found not to be effective by management or if we make disclosure of existing or potential significant deficiencies or material weaknesses in those controls in the future. Relatedly, if we fail to remediate any such material weakness in the future, we may not be able to accurately report our financial condition or results of operations.

~~Our board of directors concluded in 2020 that we needed to restate previously issued financial statements as a result of a change in accounting for a certain debt restructuring.~~15

OnTable ~~April 13, 2020, our board~~ of directors (which currently acts as our audit committee) concluded, after consultation with management and our financial consulting firm, that our previously issued unaudited financial statements for the periods ended March 31, 2019, June 30, 2019, and September 30, 2019, included in our Quarterly Reports of Form 10-Q for the periods ended March 31, 2019, June 30, 2019, and September 30, 2019, respectively, should no longer be relied upon as a result of the change in accounting for a certain debt restructuring. We concluded that a gain on debt restructuring recognized during the first quarter of 2019 should have been accounted for as a capital transaction. Specifically, on February 25, 2019, we entered into an Unsecured Note Financing Agreement with AC Midwest, pursuant to which AC Midwest exchanged a previously issued subordinated unsecured note in the principal amount of $13,000,000, together with all accrued and unpaid interest thereon, for a new unsecured note in the principal amount of $13,154,931. We recorded a gain of $3,412,402 on this exchange which we concluded in April 2020 should have been recorded as an equity transaction capital contribution. The adjustments resulting therefrom, which are non-cash in nature, increased additional paid-in capital and increased our previously reported net loss, but had no impact on previously reported cash, working capital, total assets, total liabilities, and revenues. Nevertheless, such restatement may have caused, or could in the future cause, investors in our securities to lose confidence in our financial statements and management which could result in a decrease in our stock price and negative sentiment in the investment community.Contents

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity, i.e., ready access to funds, is essential to our business. Our access to external sources of financing could be impaired by factors that are specific to us or others that may be outside of our control. As a result, such liquidity risk could impair our ability to funds operations and jeopardize our financial condition.

~~Doubt~~Our ~~regarding~~management ~~our~~has ~~ability~~discretion toin ~~continue~~the asuse aof ~~going~~our ~~concern~~available ~~has been expressed in the past.~~funds

~~The~~Management ~~accompanying~~has ~~consolidated~~discretion ~~financial~~concerning ~~statements~~the use of our available funds, as well as the timing of ~~December~~their 31expenditure. As a result, ~~2020~~investors ~~and~~will be relying on the ~~condensed~~judgment ~~consolidated~~of ~~financial~~management ~~statements~~for asthe application of ~~June~~our 30available funds. The results and the effectiveness of the application of the available funds are uncertain. If available funds are not applied effectively, ~~2021~~the ~~have~~results ~~been~~of ~~prepared~~our ~~assuming~~operations may suffer. Stockholders may not agree with the ~~Company~~manner ~~will~~in ~~continue~~which asmanagement achooses ~~going~~to ~~concern~~allocate and spend our available funds.

AsOur ~~reflected~~Board inof ~~the~~Directors ~~consolidated~~concluded ~~financial~~in ~~statements~~2025 ~~for~~that ~~the year ended December 31, 2020,~~ we ~~had~~needed anto ~~accumulated~~restate ~~deficit~~previously ofissued ~~$63~~financial ~~million~~statements ~~and~~as a ~~negative~~result ~~working capital~~ of ~~$984,112 at December 31, 2020. Additionally, we had~~ a ~~net~~change ~~loss~~ in ~~the~~accounting ~~amount of $5.8 million and cash used by operating activities of $1.2 million~~ for the year ended December 31, 2020. As reported in our Annual Report on Form 10-K for the year ended December 31, 2020, management concluded that such factors raise substantial doubt about our ability to continue as a ~~going~~certain ~~concern~~license ~~for the next twelve months from the issuance of such consolidated financial statements included in our Annual Report on Form 10-K~~agreement.

13On ~~Table~~March 28, 2025, our Board of ~~Contents~~Directors, along with our Audit Committee and with management and, following dialogue with our auditors, concluded that our previously issued financial statements for the periods ended December 31, 2023 and 2022 included in the Company’s Annual Reports on Form 10-K, and the periods ended March 31, 2024, June 30, 2024, and September 30, 2024, March 31, 2023, June 30, 2023, and September 30, 2023, included in the Company’s Quarterly Reports on Form 10-Q, should no longer be relied upon as a result of the change in accounting for a certain license agreement. We concluded that the Company should have recognized the entire proceeds receivable pursuant to the agreement as revenue during the year ended December 31, 2022. The Company should also have recognized the financing component of the licensing agreement during the fiscal years ended December 31, 2023 and 2024. Such restatement, and any future restatements of our financial position, could cause uncertain sentiment in the investment community.

As reflected in the condensed consolidated financial statements for the six months ended June 30, 2021, we had $1.7 million in cash, working capital of $216,000 and an accumulated deficit of $65.6 million. Additionally, we had a net loss of $2.1 million and cash provided by operating activities of approximately $502,000 for the six months ended June 30, 2021. However, during the first six months of 2021, we eliminated $4,430,000 of convertible notes through conversions to shares of common stock. In June 2021, we announced that we had entered into a Debt Repayment and Exchange Agreement with our principal lender which, subject to various closing conditions including but not limited to the completion of an offering of equity securities resulting in net proceeds of at least $12.0 million by December 31, 2021, will repay all existing secured and unsecured debt obligations held by such lender. Based upon the elimination of convertible notes in the principal amount of $4,430,000, the agreement entered into with our principal lender, and our current cash position and recent positive cash flow trends, management believes substantial doubt regarding our ability to continue as a going concern has been mitigated which was reported in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. We believe we will have sufficient working capital to fund operations for at least the next twelve months from the date of issuance of such financial statements.

Yet, and as noted above, you should be aware that such doubt regarding our ability to continue as a going concern has been expressed in the past, and we cannot assure you that such doubt will not have to be expressed in the future.

Risks Related to Regulation

~~Our~~Any ~~business~~significant ~~focus~~changes ~~has~~in ~~predominantly~~environmental ~~been~~regulations ~~mercury~~related ~~removal~~to ~~from~~mercury ~~power plant~~ emissions, ~~which is driven primarily by regulation. Any significant changes in mercury~~ and ~~other~~potable ~~emission~~water ~~regulation~~treatment could have a major impact on us.

Our business ~~focus~~relies ~~has~~heavily ~~predominantly~~on ~~been~~environmental ~~mercury~~regulations ~~reduction~~governing ~~in flue gas~~ emissions from ~~large~~ coal-fired ~~utility~~power plants and ~~industrial~~regulations ~~boilers~~related to water treatment. ~~This~~In ~~market~~the United States, the MATS rule, issued by the EPA in 2011, is ~~primarily~~intended ~~based~~to onreduce air ~~pollution~~emissions ~~control~~of ~~regulations~~heavy ~~and~~metals, ~~enforcement~~including ofHg, ~~those~~from ~~regulations~~all major U.S. ~~Any~~power ~~significant~~plants ~~change~~burning incoal ~~these~~or ~~regulations~~oil, ~~would~~which ~~have~~are athe ~~dramatic~~leading ~~effect~~source onof ~~us,~~non-natural ~~especially~~mercury emissions in ~~North~~the ~~America~~U.S. ~~(and~~Potable water treatment is regulated primarily by the ~~United~~EPA ~~States)~~under the SDWA, which establishes standards to ensure that water is ~~currently~~safe for human consumption. In April 2024, the ~~largest~~EPA ~~market~~issued ~~for~~the ~~our~~first-ever ~~technology~~national, enforceable drinking water standard to protect communities from exposure to harmful PFAS, also known as forever chemicals. ~~Specifically~~The Rule sets limits for five individual PFAS: PFOA, onPFOS, ~~February~~PFNA, 16PFHxS, ~~2012~~and HFPO-DA/GenX). Any changes, ~~the~~rollbacks ~~EPA~~or ~~published~~delays in these regulations could significantly impact the ~~final~~Company’s ~~Coal-~~financial performance and ~~Oil-Fired~~growth ~~Electric~~prospects. ~~Utility~~In ~~Steam~~this ~~Generating~~regard, ~~Units~~on ~~National~~May 14, ~~Emission~~2025, ~~Standards~~the EPA under the new Trump Administration announced the agency will keep the regulations for ~~Hazardous~~PFOA ~~Air~~and ~~Pollutants~~PFOS, ~~known~~but asalso ~~MATS,~~announced ~~which~~its ~~sets~~intent ~~forth~~to ~~federal~~extend ~~mercury~~the ~~emission~~PFOA ~~levels~~and PFOS MCL compliance deadlines and establish a federal exemption framework. ~~Power~~Additionally, ~~plants~~the ~~were~~EPA ~~required~~announced its intent to ~~begin~~rescind ~~complying~~the ~~with~~regulations ~~MATS~~and onreconsider ~~April~~the 16regulatory determinations for PFHxS, ~~2015~~PFNA, ~~unless~~HFPO-DA, ~~they~~and ~~were~~the ~~granted~~Hazard aIndex ~~one-year~~mixture ~~extension~~of tothese ~~begin~~three PFAS plus PFBS to ~~comply~~ensure the determinations and any resulting drinking water regulation follow the SDWA process.

The MATS regulation has been subject to legal challenge since being enacted. In June 2015, the U.S. Supreme Court held that the EPA unreasonably failed to consider costs in determining whether it is “appropriate and necessary” to regulate hazardous air pollutants, including mercury, from power plants, but left the rule in place. On remand, following the Supreme Court’s instructions to consider costs, the EPA in April 2016 issued a final supplemental finding reaffirming the MATS rule on the ground that it is supported by the cost analysis the Supreme Court required. That supplemental finding remains under review by the D.C. Circuit. In April 2017, the EPA asked the court to place that litigation in abeyance, stating that the Agency then under the Trump Administration was reviewing the supplemental finding to determine whether it should be reconsidered in whole or in part. The court granted the EPA’s abeyance request which has remained in place. In April 2020, the EPA concluded that the 2016 supplemental finding was flawed in part due to its reliance on co-benefits to justify MATS and withdrew the EPA’s 2016 “appropriate-and-necessary” determination as erroneous, but left the 2011 MATS rule in place pursuant to D.C. Circuit case law holding that a source category may only be removed from the list of categories to be regulated through a rigorous delisting process that cannot currently be satisfied by the EPA. Upon taking office, the Biden Administration in January 2021 directed the EPA to review the previous Administration’s actions on various environmental matters including the withdrawal of the “appropriate and necessary” determination, for conformity with Biden Administration environmental policy. Nevertheless, legal challenges may continue with respect to the MATS regulation which could extend uncertainty over the status of MATS for a number of years. Investors should note that any changes to the MATS rule could have a negative impact on our business.16

14 Table of Contents

~~Delays~~Since inbeing ~~enactment~~enacted, ofthe ~~foreign~~MATS ~~regulations~~Rule has ~~could~~been ~~restrict~~subject ~~our ability~~ to ~~reach~~legal ~~our~~challenges ~~strategic~~and ~~growth~~modifications ~~targets~~which inmay ~~Europe and Asia~~continue.

~~Our~~Since ~~strategic~~being ~~growth~~enacted ~~initiatives~~in ~~are~~2011, ~~reliant~~the ~~upon~~MATS ~~more~~regulation ~~restrictive~~has ~~environmental~~been ~~regulations~~subject ~~being~~to ~~enacted~~legal ~~for~~challenge and modifications. In June 2015, the ~~purpose~~U.S. ofSupreme ~~mercury~~Court, ~~control~~in Michigan v. EPA, held that the EPA unreasonably failed to consider costs in determining whether it is “appropriate and necessary” to regulate hazardous air pollutants, including mercury, from power ~~plant~~plants, ~~emissions~~but left the rule in ~~Europe~~place. ~~and~~In April 2016, the EPA issued a supplemental finding in ~~China~~response to the Michigan decision and ~~other~~found ~~Asian~~that, ~~countries~~after a consideration of costs, it remained appropriate and necessary to regulate such emissions from coal- and oil-fired power plants. In May 2020, ~~2017~~the EPA, then under the ~~European~~first ~~Union~~Trump ~~and~~Administration, ~~seven~~reversed the determination, finding that, after weighing the costs of ~~its~~compliance ~~member~~against ~~states~~certain ~~ratified~~benefits of the ~~Minamata~~regulation, ~~Convention~~the on2016 ~~Mercury~~supplemental finding was erroneous, ~~which~~but ~~triggered~~left ~~its~~the ~~entry~~MATS ~~into~~rule in ~~force~~place. ~~with~~Upon ~~implementation~~taking ~~starting~~office, the Biden Administration in January 2021. ~~The~~directed ~~Minamata~~the ~~Convention~~EPA to review the previous Administration’s actions on ~~Mercury~~various isenvironmental amatters, ~~global~~including ~~treaty~~the withdrawal of the May 2020 “appropriate and necessary” determination, for conformity with the Biden Administration’s environmental policy. On February 9, 2022, the EPA proposed to ~~protect~~revoke ~~human~~the ~~health~~May 2020 finding and reaffirm the ~~environment~~EPA’s ~~from~~2016 finding. On February 15, 2023, the ~~adverse~~EPA ~~effects~~reaffirmed ofthat it remains appropriate and necessary to regulate hazardous air pollutants, including mercury, from power plants after considering cost, and revoked the May 2020 finding. ~~With~~In ~~regard~~April 2023, the EPA issued a proposal to ~~business~~strengthen ~~opportunities~~and inupdate ~~China~~MATS. Such proposal was finalized and ~~other~~published ~~Asian~~in ~~countries~~May 2024, ~~there~~with ~~currently~~an ~~exists~~effective nodate ~~specific~~of ~~mandate~~July 8, 2024, which, among other things, strengthens and updates MATS for coal-fired power plants and tightens the emission standard for mercury ~~capture~~for existing lignite-fired power plants to a level that ~~requires~~is ~~specific~~aligned ~~control~~with ~~technology,~~the ~~such~~mercury asstandard wethat ~~offer~~other coal-fired power plants have been achieving under MATS. ~~China~~On isMarch 12, 2025, the ~~largest~~newly ~~producer~~appointed ~~and~~EPA ~~consumer~~administrator under the Trump Administration announced plans to roll back dozens of ~~coal~~environmental regulations, including the reconsideration of the MATS regulation. On April 8, 2025, President Trump signed a Proclamation exempting certain stationary sources, identified in Annex 1 of the ~~world~~Proclamation, from compliance with the 2024 updated MATS Rule. ~~Nevertheless~~As set out in the Proclamation, wethe ~~are~~President’s ~~hopeful~~exemption ~~that~~lasts asfor a ~~result~~period of two years beyond the ~~Minamata~~updated ~~Convention~~Rule’s compliance date (i.e., ~~China~~for asthe ~~well~~period beginning July 8, 2027 and concluding July 8, 2029). During the two-year period, these stationary sources identified in Annex 1 are subject to the compliance obligations that they are currently subject to under MATS as ~~other~~the ~~countries~~MATS ~~will~~Rule existed ~~follow~~prior to the U2024 update.S Annex 1 identifies 47 plant owners and over 60 power plants provided such exemption. In June 2025, the EPA proposed to repeal certain amendments finalized in ~~regulating~~2024 ~~mercury~~to ~~emissions.~~the IfMATS ~~stricter~~Rule and ~~regulations~~return ~~are~~compliance ~~delayed~~obligations orto ~~are~~the ~~not~~MATS ~~enacted~~standards which existed prior to the 2024 update. On December 23, ~~our~~2025, ~~sales~~the ~~growth~~EPA ~~targets~~submitted a draft of the final action to the OMB for interagency review under Executive Order 12866. Following completion of the OMB interagency review process, in ~~Europe~~accordance with OMB Memorandum M-25-36, section 1.A., the EPA expects that the Administrator of the Office of Information and ~~Asia~~Regulatory ~~could~~Affairs beof ~~adversely~~the ~~affected~~OMB will finalize the action by the end of January 2026.

~~Risks~~The ~~Associated~~results ~~with~~of anthe ~~Investment~~2024 inUnited ~~our~~States ~~Common~~presidential ~~Stock~~election has created regulatory uncertainty.

~~Our~~The ~~common~~outcome ~~stock~~of the 2024 U.S. presidential election has aintroduced ~~limited~~significant ~~trading~~uncertainty ~~market~~regarding future environmental regulations, ~~which~~particularly ~~could~~those ~~affect~~affecting ~~your~~mercury ~~ability~~emissions tofrom ~~sell~~power ~~shares~~plants. ofThe ~~our~~newly ~~common~~inaugurated ~~stock~~administration has signaled potential shifts in environmental policy, including rollbacks of existing regulations and changes in enforcement priorities. If the ~~price~~administration ~~you~~continues ~~may~~to ~~receive~~weaken or repeal the MATS Rule, such regulatory changes could materially impact our operations. In addition, any weakening, rollback, or delayed implementation of PFAS-related regulations could reduce demand for our ~~common~~water ~~stock~~treatment technologies, testing services, or remediation solutions, negatively impacting our growth prospects.

~~Our~~Uncertainty ~~common~~of stock is currently traded in the over-the-counter market on the OTCQB maintained by OTC Markets Group Inc. under the symbol “MEEC.” However, as the OTCQB is an unorganized, inter-dealer, over-the-counter market that provides significantly less liquidity than Nasdaq or other national securities exchanges, there has been only limited trading activity in our common stock, and wevariability have a relatively small public float compared to the number of our shares outstanding. Further, while we have applied to list our common stock on the Nasdaq Capital Market, even if our common stock is listed on the Nasdaq Capital Market, we cannot predict the extent to which investors’ interest in ~~our~~international ~~common~~environmental ~~stock~~regulations ~~will~~could ~~provide~~restrict ~~an active and liquid trading market. If an active trading market for~~ our ~~common stock does not develop or is not sustained following this offering, you may not be able to sell your shares quickly or at the market price. Our~~ ability to ~~raise~~expand ~~capital~~outside ~~to continue to fund operations by selling shares~~ of our common stock and our ability to acquire other companies or technologies by using shares of our common stock as consideration may also be impaired. The public offering price of our common stock will be determined by negotiations between us and the ~~underwriters~~United ~~and may not be indicative of the market prices of our common stock that will prevail in the trading market~~States.

While the focus of our business has been North America, and particularly the United States, in order to expand our business internationally, we would expect that more restrictive international environmental regulations will need to be enacted for the purpose of mercury control from power plant emissions. In May 2017, the European Union and seven of its member states ratified the Minamata Convention on Mercury. The Minamata Convention on Mercury is a global treaty to protect human health and the environment from the adverse effects of mercury. Specific emissions limits are being developed by the European Union, although the timing of any enactment of such is uncertain. With regard to business opportunities in China and other Asian countries, there currently exists no specific mandate for mercury capture that requires specific control technology, such as we offer. Any delay in enactment of more restrictive international regulations or the lack thereof could restrict any efforts and our ability to attract business in Europe and Asia for our emissions technologies.

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With regard to our water treatment technologies, we intend to focus on the U.S. market. In the event we seek to expand our water treatment business internationally, we will face a complex array of international water treatment regulations, which vary significantly across countries and may be subject to frequent changes. This regulatory variability introduces uncertainty and potential compliance challenges should we seek to expand globally.

Risks Related to our Common Stock and this Offering

Trading activity for our common stock has varied, and, at times, been limited.

Our common stock is currently traded in Canada on the TSX under the symbol “BCHT” and is quoted in the United States on the OTCQB operated by OTC Markets Group Inc. under the symbol “BCHTD”. Historically, the trading volume for our common stock has varied and, at times, been limited. Accordingly, if we are not able to list our shares of common stock on the NYSE American and our common stock continues to trade on the TSX and is quoted on the OTCQB, investors may find it more difficult to buy and sell our shares. These factors may have an adverse impact on the trading and price of our common stock.

Our stock price may be volatile, which could result in substantial losses to investors and litigation.

In addition to changes to market prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of and trading volume for our common stock may change for a variety of other reasons, not necessarily related to our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Factors that could cause the market price of our common stock to fluctuate significantly include:

·● the results of operating and financial performance and prospects of other companies in our industry; · strategic actions by us or our competitors, such as acquisitions or restructurings; · announcements of innovations, increased service capabilities, new or terminated customers, or new, amended, or terminated contracts by our competitors; · the public’s reaction to our press releases, other public announcements, and filings with the SEC; · lack of securities analyst coverage or speculation in the press or investment community about us or market opportunities in our industry or about the market for coal-fired power in the U.S. or abroad;

15● ~~Table~~strategic ofactions ~~Contents~~by us or our competitors, such as acquisitions or restructurings;

·● ~~changes~~announcements inof ~~government policies in the United States and~~innovations, asincreased ~~our~~service ~~international business increases~~capabilities, innew ~~other foreign countries; · changes in earnings estimates~~ or ~~recommendations~~terminated ~~by securities or research analysts who track our common stock or failure of our actual results of operations to meet those expectations; · market and industry perception of our success~~customers, or ~~lack thereof~~new, ~~in pursuing our growth strategy; · changes in accounting standards~~amended, ~~policies, guidance, interpretations,~~ or ~~principles;~~terminated ·contracts ~~any lawsuit involving us, our services, or our products; · arrival and departure of key personnel; · sales of common stock~~ by ~~us,~~ our ~~investors or members of our management team~~competitors; ~~and · changes in general market, economic and political conditions in the United States, and global economies or financial markets, including those resulting from natural or man-made disasters.~~

~~Any~~● ~~of these factors, as well as broader market and industry factors, may result in large and sudden changes in~~ the ~~trading~~public’s ~~volume~~reaction ~~of our common stock and could seriously harm the market price of our common stock, regardless of our operating performance. This may prevent you from being able~~ to ~~sell your shares at or above the price you paid for your shares of~~ our ~~common~~press ~~stock~~releases, ifother atpublic ~~all. In addition~~announcements, ~~following~~and ~~periods~~filings ofwith ~~volatility in~~ the market price of a company’s securities, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely affect our business, financial condition, results of operations, and prospects.SEC;

●

lack of securities analyst coverage or speculation in the press or investment community about us or market opportunities in our industry or about the market for coal-fired power in the U.S. or abroad;

●

changes in government policies in the United States and in foreign countries, if we are able to derive significant business outside of the United States;

●

changes in earnings estimates or recommendations by securities or research analysts who track our common stock or failure of our actual results of operations to meet those expectations;

●

market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

●

changes in accounting standards, policies, guidance, interpretations, or principles;

●

any lawsuit involving us, our services, or our products;

●

arrival and departure of key personnel;

●

sales of common stock by us, our investors or members of our management team; and

●

changes in general market, economic and political conditions in the United States, and global economies or financial markets, including those resulting from natural or man-made disasters.

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Any of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our common stock and could seriously harm the market price of our common stock, regardless of our operating performance. This may prevent you from being able to sell your shares of common stock at or above the price you paid for such shares, if at all. In addition, following periods of volatility in the market price of a company’s securities, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely affect our business, financial condition, results of operations, and prospects.

Shares eligible for future sale may have adverse effects on our share price.

Sales of substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our shares. We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes. We are not required to offer any such shares to existing ~~shareholders~~stockholders on a preemptive basis. Therefore, it may not be possible for existing ~~shareholders~~stockholders to participate in such future share issuances, which may dilute the existing ~~shareholders~~stockholders’ interests in us.

We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

We ~~currently~~have ~~intend~~never todeclared ~~retain~~or ~~all~~paid ofany ~~our~~cash ~~future~~dividends ~~earnings~~on ~~to finance the growth and development of~~ our ~~business~~capital stock, and ~~therefore,~~ we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. WeAny ~~believe~~determination ~~it is likely that our board of directors will continue~~ to ~~conclude~~pay ~~that~~dividends ~~it is~~ in the ~~best~~future ~~interests~~will ofbe ~~the~~at ~~Company and its shareholders to retain all earnings (if any) for~~ the ~~development~~discretion of our ~~business.~~Board ~~In addition, the terms~~ of ~~any future debt agreements may preclude us from paying dividends~~Directors. ~~As a result~~Accordingly, capital appreciation, if any, of our common stock ~~will~~may be your sole source of gain for the foreseeable future.

We may need ~~to raise~~ additional capital in the future., ~~Additional~~which ~~capital~~ may not be available ~~to us~~ on ~~commercially~~acceptable ~~reasonable~~ terms, ifor at all, ~~when~~to orcontinue asinvesting wein ~~require. If we issue additional shares of~~ our ~~common~~business ~~stock~~and orto ~~other~~finance ~~securities~~acquisitions ~~that may be convertible into, or exercisable or exchangeable for, our common stock, our existing stockholders would experience further dilution~~ and ~~could~~other ~~trigger~~strategic ~~anti-dilution provisions in outstanding warrants~~transactions.

~~Assuming~~We wemay ~~meet~~need ~~our~~additional ~~current~~capital ~~operating~~in ~~budget~~the future, wewhich domay not ~~expect~~be toavailable ~~need~~on ~~capital~~acceptable interms ~~the~~or ~~short-term.~~at ~~However~~all, weto ~~may~~among ~~need~~other tothings, ~~raise~~continue ~~additional~~investing ~~capital~~ in ~~the~~our ~~future~~business, pursue acquisitions and other strategic transactions. Future financings may involve the issuance of debt, equity, and/or securities convertible into or exercisable or exchangeable for our equity securities. These financings may not be available to us on commercially reasonable terms or at all ~~when~~if and aswhen we require funding. If we are able to consummate such financings, the trading price of our common stock could be adversely affected and/or the terms of such financings may adversely affect the interests of our existing stockholders. Any failure to obtain additional working capital, if and when required, ~~would~~could have a material adverse effect on our business and financial condition and may result in a decline in our stock price. Any issuances of our common stock, preferred stock, or securities such as warrants or notes that are convertible into, or exercisable or exchangeable for, our capital stock would have a dilutive effect on the voting and economic interest of our existing stockholders.

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Our officers and directors are entitled to indemnification from us for liabilities under our articles of incorporation, which could be costly to us and may discourage the exercise of stockholder rights.

Our ~~articles~~Certificate of ~~incorporation~~Incorporation ~~provide~~provides that we possess and may exercise all powers of indemnification of our officers, directors, employees, agents, and other persons and our ~~bylaws~~second amended and restated by-laws (“Bylaws”) also require us to indemnify our officers and directors as permitted under the provisions of the ~~Delaware~~ General Corporate Law. Weof ~~also~~the ~~have~~State ~~contractual~~of ~~indemnification~~Delaware ~~obligations~~(the ~~under our agreements with our directors and officers~~“DGCL”). The foregoing indemnification obligations could result in our ~~Company~~ incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers. These provisions and resultant costs may also discourage ~~our~~us ~~Company~~ from bringing a lawsuit against directors, officers, and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers, and employees even though such actions, if successful, might otherwise benefit ~~our~~the Company and stockholders.

~~Risks Related to this Offering and Our Securities~~19

~~Investors~~Table inof ~~this offering will experience immediate and substantial dilution in net tangible book value.~~Contents

~~The~~Our ~~public offering price per unit is substantially higher than the net tangible book value per share of our outstanding shares of~~ common stock. Asis acurrently ~~result,~~characterized ~~investors~~as ~~in this offering will incur immediate dilution of $[ ] per share, based on the public offering price of $[ ] per share. Investors in this offering will pay~~ a ~~price~~“penny ~~per~~stock” ~~unit~~under ~~that~~SEC ~~substantially exceeds the book value of our assets after subtracting our liabilities~~rules. ~~See~~It ~~“Dilution”~~may ~~for~~be a more ~~complete~~difficult ~~description~~to ofresell ~~how~~securities ~~the~~classified ~~value~~as of“penny ~~your investment will be diluted upon the completion of this offering~~stock.”

~~Immediately~~Our ~~prior~~common tostock is currently characterized as a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). While we do not expect the common stock to be a “penny stock” upon consummation of this offering and the proposed listing on the NYSE American, if we ~~expect~~are tolater ~~have~~deemed ~~approximately [~~a ~~] outstanding~~“penny stock”, ~~options~~certain torules impose additional sales practice requirements on broker-dealers that recommend the purchase ~~our~~or ~~common~~sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock ~~with~~not ~~exercise~~otherwise ~~prices~~exempt from the rules, a standardized risk disclosure document that ~~are~~provides ~~below~~information about penny stocks and the ~~assumed~~risks ~~public~~in ~~offering~~the ~~price~~penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of ~~our~~the ~~common~~broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock. Toheld in the ~~extent~~customer’s account, provide a special written determination that ~~these~~the ~~options~~penny ~~are~~stock ~~exercised~~is a suitable investment for the purchaser, ~~there~~and ~~will~~receive bethe ~~further~~purchaser’s ~~dilution~~written agreement to the transaction.

IfU.S. welegal ~~cannot~~remedies ~~satisfy~~available ~~the initial listing standards, or continue~~ to ~~satisfy~~an ~~the~~investor ~~continued~~in ~~listing~~“penny ~~standards,~~stocks” ~~of the Nasdaq Capital Market, our securities~~ may ~~not~~include ~~be listed or may be delisted, which could negatively impact~~ the ~~price of our securities and your ability to sell them.~~following:

We● ~~will~~If ~~seek~~a to“penny ~~have~~stock” ~~our~~is ~~securities~~sold ~~approved~~to ~~for~~the ~~listing~~investor onin ~~the~~violation ~~Nasdaq~~of ~~Capital~~the ~~Market~~requirements ~~upon~~listed ~~consummation~~above, ofor ~~this~~other ~~offering.~~federal Weor ~~cannot~~states ~~assure~~securities ~~you~~laws, ~~that~~the weinvestor ~~will~~may be able to ~~meet~~cancel ~~those initial listing requirements at that time. Even if our securities are listed on~~ the ~~Nasdaq~~purchase ~~Capital~~and ~~Market,~~receive wea ~~cannot~~refund ~~assure~~of ~~you that our securities will continue to be listed on~~ the ~~Nasdaq Capital Market~~investment.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

● If ~~the~~a ~~Nasdaq~~“penny ~~Capital~~stock” ~~Market~~is ~~subsequently~~sold ~~delists~~to ~~our~~the ~~securities~~investor ~~from~~in ~~trading~~a fraudulent manner, wethe ~~could~~investor ~~face~~may ~~significant~~be ~~consequences,~~able ~~including:~~to sue the persons and firms that committed the fraud for damages.

● a limited availability for market quotations for our securities; ● reduced liquidity with respect to our securities; ● a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock; ● limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.

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Our common stock has in the past been a “penny stock” under SEC rules, and may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”

In the past (including immediately prior to the closing of this offering), our common stock was a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). [While our common stock will not be considered “penny stock” following this offering since it will be listed on the Nasdaq Capital Market,] if we are unable to maintain that, unless we maintain a per-share price above $5.00, our common stock will become a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

· If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. · If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.

~~The~~If ~~proposed~~our ~~reverse~~application ~~stock~~to ~~split~~list ~~could cause~~ our common stock ~~price~~on tothe ~~decline~~NYSE ~~relative~~American tois ~~its~~not ~~value~~approved ~~before~~for ~~the~~any ~~split~~reason and ~~decrease~~we cannot continue to satisfy the ~~liquidity~~continued oflisting ~~shares~~requirements of the TSX, our common stock may be delisted from the TSX, which could negatively impact the price of our securities and your ability to sell them.

WeOn ~~will~~July ~~effect~~20, a2023, ~~1-for-[~~our ~~] reverse~~shares ~~stock split~~ of ~~our~~common ~~issued~~stock ~~and~~began ~~outstanding~~to ~~common~~trade ~~stock~~on ~~immediately~~the ~~following~~TSX ~~the~~Venture ~~effectiveness~~Exchange ~~but~~(“TSXV”). ~~prior~~On toOctober ~~the~~9, ~~closing~~2024, ofwe ~~this~~received ~~offering.~~conditional ~~There~~approval isto nolist ~~assurance~~our ~~that~~common ~~that~~stock on the ~~reverse~~TSX ~~stock~~and ~~split~~uplist ~~will~~from ~~not~~the ~~cause~~TSXV anto ~~actual~~the ~~decline~~TSX, inand ~~the~~on ~~value~~November of12, 2024, our ~~outstanding~~ common stock. ~~The~~commenced ~~liquidity~~trading ofon the ~~shares~~TSX. ofIf our application to list our common stock ~~may~~on bethe ~~affected~~NYSE ~~adversely~~American byis ~~the~~not ~~reverse~~approved, ~~stock~~we ~~split~~will ~~given~~not ~~the~~complete ~~reduced~~this ~~number~~offering ofand ~~shares~~cannot assure you that our common stock will continue to be ~~outstanding~~listed ~~following~~on the ~~reverse~~TSX. ~~stock~~In ~~split,~~order ~~especially~~to ifmaintain ~~the~~our ~~market~~listing ~~price~~on ofthe ~~our~~TSX, ~~common~~we ~~stock~~will ~~does~~be ~~not~~required ~~increase~~to ascomply awith ~~result~~certain rules of the ~~reverse~~TSX, ~~stock~~including ~~split.~~those Inregarding ~~addition,~~a ~~the~~minimum ~~reverse~~public ~~stock~~float, ~~split~~and ~~may~~various ~~increase~~additional ~~the~~requirements. ~~number~~We ofmay ~~stockholders~~not ~~who~~be ~~own~~able ~~odd~~to ~~lots~~continue ~~(less~~to ~~than~~satisfy ~~100~~these ~~shares)~~requirements ofand ~~our~~applicable ~~common~~rules. ~~stock,~~If ~~creating~~we ~~the~~are ~~potential~~unable ~~for~~to ~~such~~satisfy ~~stockholders~~the toTSX ~~experience~~criteria anfor ~~increase~~maintaining inour ~~the~~listing, ~~cost~~our ofcommon ~~selling~~stock ~~their~~could ~~shares~~be ~~and~~subject ~~greater~~to ~~difficulty~~delisting ~~effecting~~from ~~such~~the ~~sales~~TSX.

18If ~~Table~~the ofTSX ~~Contents~~subsequently delists our common stock from trading, we could face significant consequences, including:

●

a limited availability for market quotations for our securities;

●

reduced liquidity with respect to our securities;

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●

limited amount of news and analyst coverage; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

Potential future sales pursuant to Rule 144 may depress the price of our common stock.

Many of the shares of our common stock presently held by management and others are “restricted securities” as that term is defined in Rule 144, promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). Under Rule 144 of the Securities Act, a person (or persons whose shares are aggregated) who has satisfied a certain holding period, may, under certain circumstances, sell such shares or a portion of such shares. Such holding periods have already been satisfied in many instances. Therefore, actual sales or the prospect of sales of such shares under Rule 144 in the future may depress the price of our common stock.

Except as required by the federal securities laws, we do not undertake any obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this prospectus or for any other reason.

Our Chief Executive Officer has the ability to significantly influence all matters submitted to our stockholders for approval.

As of January 9, 2026, our Chief Executive Officer, Richard MacPherson, beneficially owned approximately 14.51% of our outstanding shares of common stock, and upon consummation of this offering, would beneficially own approximately 11.65% of our outstanding shares of common stock. As a result, while we do not expect to be a “controlled company” within the meaning of the corporate governance rules of the NYSE American on which we intend to list our common stock, Mr. MacPherson is able to significantly influence all matters submitted to our stockholders for approval, as well as our management and affairs. For example, Mr. MacPherson would significantly influence the election of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of the Company on terms that other stockholders may desire.

Delaware law, our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation, Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our Board of Directors and therefore depressing the trading price of our common stock. These provisions also could make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our Board of Directors or taking other corporate actions, including effecting changes in our management. Among other things, our Certificate of Incorporation and Bylaws include provisions regarding:

●

the ability of our Board of Directors to determine the rights, preferences and privileges of our preferred stock and to issue the preferred stock without stockholder approval;

●

advance notice requirements for election to our Board of Directors and for proposing matters that can be acted upon at stockholder meetings;

●

vacancies on our Board of Directors may be filled by a majority of directors then in office, although less than a quorum;

●

authority granted to our Board of Directors to increase or decrease the size of our Board of Directors;

●

authorization for our Board of Directors, by majority vote, to amend the Bylaws; and

●

under the DGCL, stockholders are not entitled to cumulative voting in the election of directors unless specifically provided for; our Certificate of Incorporation and Bylaws do not provide for cumulative voting.

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Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price per share of our common stock will be substantially higher than the pro forma as adjusted net tangible book value per share of our outstanding shares of common stock as of September 30, 2025. As a result, investors in this offering will incur immediate dilution of $3.54 per share, based on the assumed public offering price of $4.15 per share. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

Immediately prior to the consummation of this offering, we expect to have outstanding stock options to purchase approximately 755,000 shares of our common stock at exercise prices that are below the assumed public offering price of our common stock. To the extent that these options are exercised, there will be further dilution.

If we cannot satisfy the initial listing standards for listing on the NYSE American in connection with this offering, or in the event that our listing application is approved and we subsequently fail to comply with the standards for continued listing on the NYSE American, this could negatively impact the price of our common stock and your ability to sell your shares of common stock.

We intend to apply to have our common stock approved for listing on the NYSE American upon consummation of this offering. If our application to list on the NYSE American is not approved, we will not complete this offering. Furthermore, even if our application to list on the NYSE American is approved we cannot assure you that we will be able to meet the NYSE American’s initial listing requirements at that time.

In addition, following this offering, in order to maintain our listing on the NYSE American, we will be required to comply with certain rules of the NYSE American, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the NYSE American, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the NYSE American criteria for maintaining our listing, our securities could be subject to delisting.

If the NYSE American subsequently delists our common stock from trading, we could face significant consequences, including:

●

reduction in the market price of our common stock;

●

a limited availability for market quotations for our common stock;

●

reduced liquidity with respect to our common stock;

●

a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock;

●

an inability to obtain financing for the continuation of our operations;

●

a reduction in the number of institutional and general investors that will consider investing in our common stock;

●

a reduction in the number of investors in general that will consider investing in our common stock;

●

a reduction in the number of market makers in our common stock;

●

a reduction in the number of broker-dealers willing to execute trades in shares of our common stock;

●

a reduction in the availability of information concerning the trading prices and volume of our common stock;

●

limited amount of news and analyst coverage; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

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In connection with this offering and the uplist of our common stock to the NYSE American, we effected a 1-for-5 reverse stock split on December 26, 2025 with the primary purpose to allow us to meet the NYSE American’s minimum price requirement. There can be no assurance that the market price of our common stock following such reverse stock split will remain at the level required for compliance with that requirement. In any event, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and thus jeopardize our ability to meet or maintain the NYSE American’s minimum price requirement.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds will be used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not ~~invest or~~ apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our Company. If no securities or industry analysts commence coverage of our Company, the trading price for our common stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price and trading volume to decline.

~~Provisions~~The insale ~~our~~or ~~amended~~availability ~~and~~for ~~restated~~sale ~~certificate~~ of ~~incorporation~~substantial ~~and~~amounts ~~second amended and restated bylaws, which will become effective immediately prior to the closing~~ of ~~this~~common ~~offering,~~stock ~~and~~could ~~Delaware~~adversely ~~law~~affect ~~may~~their ~~discourage~~market ~~a takeover attempt even if a takeover might be beneficial to our stockholders~~price.

~~Provisions~~We ~~contained~~expect into raise capital to fund our ~~amended~~business ~~and~~by ~~restated~~issuing ~~certificate~~additional shares of ~~incorporation~~common stock and/or ~~second~~securities ~~amended~~convertible ~~and~~into ~~restated~~common ~~bylaws~~stock, ~~which~~and ~~will~~the ~~become~~sales ~~effective~~of ~~immediately~~substantial ~~prior~~amounts toof the ~~closing~~common stock in the public market after the completion of this offering, ~~could~~or ~~make~~the itperception ~~more~~that ~~difficult~~these ~~for~~sales acould ~~third~~occur, ~~party~~could toadversely ~~acquire~~affect ~~us.~~the ~~Provisions~~market price of ~~our~~the ~~amended~~common stock and ~~restated~~could ~~certificate~~materially ofimpair ~~incorporation~~our ~~and~~ability ~~second~~to ~~amended~~raise ~~and~~capital ~~restated~~through ~~bylaws~~equity ~~will~~offerings ~~impose~~in ~~various~~the ~~procedural~~future. ~~and~~The ~~other~~common ~~requirements,~~stock ~~which~~sold ~~could~~in ~~make~~this itoffering ~~more~~will ~~difficult~~be ~~for~~freely ~~stockholders~~tradable towithout ~~effect~~restriction ~~certain~~or ~~corporate~~further ~~actions.~~registration ~~For~~under ~~example~~the Securities Act, and shares held by our ~~amended~~existing ~~and~~stockholders ~~restated~~may ~~articles~~also ofbe ~~incorporation~~sold ~~will~~in ~~authorize~~the ~~our~~public ~~board~~market ofin ~~directors~~the future subject to ~~determine~~the restrictions under the ~~rights,~~Securities ~~preferences,~~Act. ~~privileges~~Future sales and ~~restrictions~~issuances of ~~unissued~~our ~~series~~capital ofstock ~~preferred~~or rights to purchase our capital stock ~~without~~could ~~any~~result ~~vote~~in orsubstantial ~~action~~dilution byto our existing stockholders. ~~Thus~~We may sell common stock, ~~our~~convertible ~~board~~securities ofand ~~directors~~other ~~will~~equity besecurities ~~able~~in toone ~~authorize~~or more transactions at prices and ~~issue~~in ~~shares~~a ofmanner ~~preferred~~as ~~stock~~we ~~with~~may ~~voting~~determine orfrom ~~conversion~~time ~~rights~~to ~~that~~time. ~~could~~If ~~adversely~~we ~~affect~~sell ~~the~~any ~~voting~~such orsecurities ~~other~~in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our ~~other~~common ~~series~~stock. Additionally, sales of ~~capital~~shares ~~stock.~~by ~~These~~our ~~rights~~directors, ~~may~~executive ~~have~~officers ~~the~~and ~~effect~~holders of ~~delaying~~5% or ~~deterring~~more of our outstanding common stock could have a ~~change~~material ofadverse ~~control~~effect on the trading price of our ~~company~~common stock.

~~For~~There awill ~~more~~be ~~complete~~24,275,244 ~~understanding~~shares of ~~these~~common ~~provisions~~stock outstanding immediately after this offering, ~~please~~and ~~see~~24,998,136 ~~“Description~~shares of ~~Capital~~common ~~Stock~~stock –outstanding ~~Anti-Takeover~~immediately ~~Effects~~after ofthis ~~our~~offering ~~Certificate~~if ofthe ~~Incorporation~~underwriters ~~and~~exercise ~~Bylaws~~their ~~and~~option ~~Delaware~~to ~~Law”~~purchase ~~and~~additional ~~refer~~shares toin ~~our~~full ~~amended~~pursuant ~~and~~to ~~restated~~the ~~certificate~~over-allotment ofoption, ~~incorporation~~assuming ~~and~~a ~~second~~public ~~amended~~offering ~~and~~price ~~restated~~of ~~bylaws,~~$4.15 inper ~~each~~share, ~~case~~which asis ~~amended~~based ~~from~~on ~~time~~the toclosing ~~time,~~price ~~and~~of ~~Section~~the ~~203~~shares of common stock on the ~~Delaware~~OTCQB ~~General~~on ~~Corporation~~January ~~Law~~9, 2026.

~~19 Table of Contents~~23

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Techniques employed by short sellers may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale.

As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its prospects to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend significant resources to investigate such allegations and/or defend ourselves.

We may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business, and any investment in the common stock could be greatly reduced or even rendered worthless.

We may be subject to securities litigation, which is expensive and could divert our management’s attention.

The market price of our common stock may be volatile, and in the past companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

There is no assurance that an investment in our common stock will earn any positive return.

There is no assurance that an investment in our common stock will earn any positive return. An investment in our common stock involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in our common stock is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

An investment in our common stock, and certain subsequent transactions with respect to our common stock, may result in uncertain or adverse U.S. federal income tax consequences for an investor.

An investment in our common stock, and certain subsequent transactions with respect to our common stock, may result in uncertain or adverse U.S. federal income tax consequences for an investor. See the section entitled “Material U.S. Federal Income Tax Consequences to U.S. and Non-U.S. Holders” below for a summary of the principal U.S. federal income tax consequences of an investment in our common stock. Each prospective investor is urged to consult with and rely solely upon its own tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our common stock.

The reverse stock split could cause our stock price to decline relative to its value before the split and decrease the liquidity of shares of our common stock.

On December 26, 2025, we effected a 1-for-5 reverse stock split of our issued and outstanding common stock. There is no assurance that such reverse stock split will not cause a decline in the value of our outstanding common stock. The liquidity of the shares of our common stock may be affected adversely by such reverse stock split given the reduced number of shares that are outstanding following such reverse stock split, especially if the market price of our common stock does not increase as a result. Additionally, it is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of our 1-for-5 reverse stock split, the percentage decline may be greater than would occur in the absence of such a reverse stock split. In addition, this reverse stock split may have increased the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets, or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “could,” or the negative of such terms or other similar expressions, but the absence of this terminology does not mean that a statement is not forward-looking. Accordingly, these statements involve estimates, assumptions, and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the ~~factors~~risks discussed throughout this prospectus. Such risks include, without limitation, the following:

~~You~~● ~~should~~changes read this prospectus (as it may be supplemented or amended) and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in ~~this~~general ~~prospectus~~economic is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to above, as well as the risk factors referred to on page [ ] of this prospectus, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.conditions;

~~Except~~● torisks ~~the~~related ~~extent required by applicable laws or rules, we undertake no obligation~~ to ~~publicly~~our ~~update or revise any forward-looking statement~~industry, ~~whether~~including ~~written~~regulatory orchanges ~~oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. All subsequent written~~ and ~~oral~~competitive forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus and in the documents incorporated by reference in this prospectus. We qualify all of our forward-looking statements by these cautionary statements.pressures;

IN● ~~ADDITION~~the TOloss ~~THE~~of ~~ABOVE~~major RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.customers;

~~EXPLANATORY~~● ~~NOTE~~dependence ~~REGARDING~~and ~~REVERSE~~availability ~~STOCK~~and ~~SPLIT~~retention of key suppliers;

We● ~~will~~risks ~~effect~~related ~~a reverse stock split of our common stock at a ratio of 1-for-[ ] following the effectiveness of the registration statement of which this prospectus forms a part and prior~~ to ~~the~~advancement ~~closing of this offering. No fractional shares will be issued~~ in connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of common stock. The conversion or exercise prices of our issued and outstanding convertible securities, stock options, and warrants will be adjusted accordingly. All information presented in this prospectus other than in our financial statements and the notes thereto assumes a 1-for-[ ] reverse stock split of our outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this prospectus have been adjusted to give effect to such assumed reverse stock split.technologies;

20● ~~Table~~lack of ~~Contents~~diversification in our business;

●

risks related to intellectual property, including the ability to protect intellectual property and the success of any patent litigation;

●

changes in demand for coal as a fuel source for electricity production;

●

development and growth of our new technologies, particularly in the water treatment market;

●

ability to retain key personnel;

●

the potential that dividends may never be declared;

●

varied, and, at times, limited trading activity for our common stock;

●

volatility in our stock price; and

●

other factors described in the section entitled “Risk Factors”.

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You should read this prospectus (as it may be supplemented or amended) and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Because the risk factors referred to above, as well as the risk factors referred to on page 11 of this prospectus, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.

Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus. We qualify all of our forward-looking statements by these cautionary statements.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS PROSPECTUS, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $[17.7 ] million from the sale of the shares of common stock offered in this offering, or approximately $[20.5 ] million if the underwriters exercise their over-allotment option in full, in each case based upon the assumed public offering price of $4.15 per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to use the net proceeds from this offering, together with our existing cash, tofor, among other things, ~~repay~~continuing ~~amounts~~operating ~~outstanding under our Debt Repayment Agreement (as defined below)~~expenses, ~~fund the research and development of our technologies, services, and products and for~~ working capital and other general corporate purposes~~, including organic expansion and the funding of acquisitions and licenses~~. Although we may use a portion of the net proceeds of this offering for the acquisition or licensing, as the case may be, of additional technologies, other assets, or businesses, or for other strategic investments or opportunities, we have no current understandings, agreements, or commitments to do so.

~~With~~Each ~~respect~~$1.00 toincrease or decrease in the assumed public offering price of $4.15 per share, the last reported sale price per share of our ~~intended~~common ~~use~~stock on the OTCQB on January 9, 2026, would increase or decrease the net proceeds to us from this offering by $4.5 million, assuming that the number of ~~repayment~~shares of common stock offered by us, as set forth on ~~June~~the 1cover page of this prospectus, ~~2021~~remains the same, weand ~~entered~~after ~~into~~deducting athe ~~Debt~~estimated ~~Repayment~~underwriting discounts and ~~Exchange~~commissions ~~Agreement~~and ~~with~~estimated ACoffering ~~Midwest~~expenses payable by us. Similarly, ~~which~~each ~~will~~increase ~~repay~~or ~~all~~decrease ~~existing~~of ~~secured~~100,000 ~~and~~shares ~~unsecured~~of ~~debt~~common ~~obligations~~stock ~~presently~~offered ~~held~~by us, would increase or decrease the net proceeds to us by AC$386,000, ~~Midwest~~assuming (the ~~“Debt~~assumed ~~Repayment~~public ~~Agreement”)~~offering price per share remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

AC Midwest is the holder of an unsecured note with a principal amount outstanding of $13,154,930.60 which was issued on February 25, 2019 pursuant to an Unsecured Note Financing Agreement (the “Unsecured Note Financing Agreement”) entered into on such date with AC Midwest, pursuant to which AC Midwest exchanged a previously issued subordinated unsecured note in the principal amount of $13,000,000, together with all accrued and unpaid interest thereon, for a new unsecured note in the principal amount of $13,154,930.60 (the “Unsecured Note”). The Unsecured Note will mature on August 25, 2022 and bears a zero cash interest rate. Pursuant to the Unsecured Note Financing Agreement, AC Midwest shall also be entitled to a profit participation preference equal to 1.0 times the original principal amount (the “Profit Share”). The Profit Share is “non-recourse” and shall only be derived from and computed on the basis of, and paid from, Net Litigation Proceeds from claims relating to our intellectual property, Net Revenue Share and Adjusted Free Cash Flow (as such terms are defined in the Unsecured Note Financing Agreement). In addition, there remains outstanding to AC Midwest a principal balance of $271,686.10 (the “Secured Note Principal Balance”) due under a secured note issued on November 29, 2016, in the original principal amount of $9,646,686.08, which has a maturity date of August 25, 2022 (the “Secured Note”). The Secured Note bears interest at a rate of 15.0% per annum, payable quarterly.

Pursuant to the Debt Repayment Agreement, we shall at closing repay the Secured Note Principal Balance in cash, together with any other amounts due and owing under the Secured Note, and repay the outstanding debt under the Unsecured Note by paying and issuing a combination of cash and shares of common stock as described below which AC Midwest has agreed to accept in full and complete repayment of the obligations thereunder.

At closing, and with regard to the Unsecured Note, we shall pay AC Midwest $6,577,465.30 in cash representing 50.0% of the aggregate outstanding principal balance of the Unsecured Note, and issue shares of common stock to AC Midwest in exchange for the remaining 50.0% of the aggregate outstanding principal balance at an exchange price equal to 100% of the offering price of common stock in the Qualifying Offering (as defined below). With regard to the Profit Share, at closing we shall pay AC Midwest $2,305,308.00 in cash representing the Profit Share Valuation, and issue shares of common stock for $4,026,567.76 representing the Adjusted Profit Share Valuation (as such terms are defined in the Debt Repayment Agreement) at the same exchange price indicated above. We agreed to provide certain registration rights with respect to the shares issued thereunder.

The closing is subject to various conditions including but not limited to the completion of an offering of equity securities resulting in net proceeds of at least $12.0 million by December 31, 2021 (the “Qualifying Offering”).

The expected use of net proceeds of this offering represents our current intentions based upon our present plan and business conditions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including our sales and marketing and commercialization efforts, demand for our products, our operating costs, and the other factors described under “Risk Factors” in this prospectus. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from this offering.

~~Pending any use, as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities.~~

~~21 Table of Contents~~27

~~MARKET~~Table ~~FOR~~of ~~OUR COMMON STOCK~~Contents

Prior to this offering, shares of our common stock were quoted on the OTCQB under the symbol “MEEC.” Although our shares have been quoted on the OTCQB since January 2015, because trading on the OTCQB has been limited in volume, the prices at which such transactions occurred may not necessarily reflect the price that would be paid for our common stock in a more liquid market. As of November 4, 2021, there were approximately 414 record holders of our common stock and an estimated [ ] beneficial holders of our common stock.

We have applied to list our common stock on the Nasdaq Capital Market under the symbol “MEEC.” However, we cannot assure you that, even if we succeed in being listed, a liquid trading market for our common stock will develop or be sustained after this offering. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. See “Underwriting” for more information regarding our arrangements with the underwriters and the factors considered in setting the public offering price.

DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business, and therefore do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our ~~board~~Board of ~~directors~~Directors and will depend on, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects, and other factors our ~~board~~Board of ~~directors~~Directors may deem relevant. Investors should not purchase our common stock with the expectation of receiving cash dividends.

~~22 Table of Contents~~

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CAPITALIZATION

The following table sets forth our capitalization as of ~~June~~September 30, ~~2021~~2025:

·● on an actual ~~basis; and · on an as~~pre-~~adjusted~~reverse ~~basis to reflect the issuance and sale by us of [ ] shares of our common~~ stock insplit this offering at the assumed public offering price of $[ ] per share after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the receipt by us of the proceeds of such sale.basis;

●

on a pro forma basis, to give effect to the reverse stock split of our common stock at a 1-for-5 ratio effected on December 26, 2025, as well as the issuance of 82,553 shares (on a post-reverse stock split basis) of our common stock upon the cashless exercise of options in December 2025; and

●

on a pro forma as adjusted basis to give further effect to the issuance and sale by us of 4,819,278 shares of our common stock in this offering, assuming a public offering price of $4.15 per share and the receipt by us of the net proceeds of such issuance and sale after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this information together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of June 30, 2021

	Actual				As Adjusted
	As of September 30, 2025
	(unaudited)				(unaudited)
						Pro Forma As
Cash and cash equivalents	$				$
	Actual			Pro Forma		Adjusted
Long-term debt, net
	(unaudited)			(unaudited)		(unaudited)
Stockholders’ equity:
Cash and cash equivalents	$	1,768,227		$	1,768,227	$	19,508,227
Preferred stock, $0.001 par value: 2,000,000 shares authorized
Total liabilities		11,280,089			11,280,089		11,280,089
Common stock, $0.001 par value; 150,000,000 shares authorized, 89,245,951 shares issued and outstanding (actual);[ ] issued and outstanding (as adjusted)		89,246
Stockholders’ equity:
Additional paid-in capital		56,234,920
Preferred stock, $0.001 par value: 2,000,000 shares authorized, no shares issued		—			—		—
Non-controlling interest in subsidiary
Common stock, $0.001 par value; 150,000,000 shares authorized, 96,866,109 shares issued and outstanding (actual); 19,455,966 issued and outstanding (pro forma); 24,275,244 issued and outstanding (pro forma as adjusted)		96,866			19,456		24,275
Accumulated deficit		(65,631,723	)
Additional paid-in capital		73,947,827			74,025,237		91,760,418
Total shareholders’ equity		(9,307,557	)
Accumulated deficit		(75,186,360)			(75,186,360)		(75,186,360)
Total capitalization	$				$
Total stockholders’ (deficit) equity		(1,141,667)			(1,141,667)		16,598,333
Total capitalization	$	10,138,422		$	10,138,422	$	27,878,422

After giving effect to the planned reverse stock split of our common stock at a ratio of 1-for-[ ], the number of shares of common stock to be outstanding after this offering is based on [ ] shares of common stock outstanding at [ ], 2021, and excludes the following:

·The [number ]of shares of common stock ~~issuable~~to ~~upon~~be ~~exercise of our~~ outstanding ~~stock~~after ~~options~~this atoffering ais ~~weighted~~based ~~average~~on ~~exercise price of $[ ] per share; and · [ ]. · Unless otherwise indicated~~96,866,109 ~~all~~shares ~~information~~(on ina ~~this~~pre-reverse ~~prospectus~~stock ~~reflects~~split orbasis) ~~assumes: · no exercise by the underwriters~~ of ~~their option to purchase up to [ ] additional shares of~~ common stock inoutstanding ~~this~~at ~~offering;~~September 30, 2025 and ·excludes [the ].following:

23● ~~Table~~5,350,000 shares (on a pre-reverse stock split basis) of ~~Contents~~common stock issuable upon exercise of our outstanding stock options at a weighted average exercise price of $0.69 per share (on a pre-reverse stock split basis); and

●

7,591,306 shares (on a pre-reverse stock split basis) of common stock reserved for issuance pursuant to the 2017 Plan.

Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase up to 722,892 additional shares of common stock in this offering. The actual number of shares of common stock issued and sold in this offering will depend on the final public offering price.

A $1.00 increase (decrease) in the assumed public offering price of $4.15 per share (the closing sale price of our common stock on the OTCQB on January 9, 2025), would increase (decrease) pro forma as adjusted cash and cash equivalents and total stockholders’ equity by approximately $4.5 million, after deducting underwriting fees and estimated offering expenses payable by us, and assuming the number of shares of common stock set forth on the cover page of this prospectus remains the same. The pro forma as adjusted information discussed above is illustrative only and may change based on the actual public offering price and other terms of this offering determined at pricing. Similarly, each increase (decrease) of 100,000 shares in the number of shares offered by us in this offering would increase (decrease) the pro forma as adjusted cash and cash equivalents and total stockholders’ equity by approximately $386,000, assuming the assumed public offering price of $4.15 per share remains the same, and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as- adjusted net tangible book value per share of our common stock immediately after this offering.

As of ~~June~~September 30, ~~2021~~2025, our historical net tangible book value (deficit), was $~~[ ] million~~(2,966,258), or $~~[ ]~~(0.03) per share of our common stock. Net tangible book value (deficit) per share represents our total tangible assets (total assets less intangible assets) less total liabilities ~~and convertible preferred stock~~, divided by the total number of our outstanding shares of common stock as of ~~June~~September 30, ~~2021~~2025. After giving effect to the pro forma effect of the issuance of 82,553 shares (on a post-reverse stock split basis) of common stock upon the cashless exercise of options in December 2025, and the reverse stock split of our common stock at a 1-for-5 ratio effective December 26, 2025, our pro forma net tangible book value (deficit), would have been approximately $(2,966,258), or $(0.15) per share of our common stock.

After giving further effect to the ~~sale~~issuance and ~~issuance~~sale of [ ] 4,819,278 shares of common stock in this offering, atassuming ~~the~~a ~~assumed~~ public offering price of $[4.15 ] per share, the most recent reported sale price of our common stock on [ ]January 9, ~~2021~~ 2026, and our receipt of the net proceeds from such issuance and sale, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of ~~June~~September 30, ~~2021~~2025 would have been approximately $[14.8 ] million, or $[0.61 ] per share of our common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of approximately $[0.76 ] per share to our existing stockholders and an immediate dilution of $[3.54 ] per share to new investors.

Dilution per share to investors participating in this offering is determined by subtracting the pro forma as- adjusted net tangible book value per share after this offering from the public offering price per share paid by investors participating in this offering. The following table illustrates this dilution ~~(without giving effect to any exercise by the underwriters of their option to purchase additional shares)~~:

Assumed public offering price per share Net tangible book value per share as of June 30, 2021 Increase in net tangible book value per share attributable to investors participating in this offering As-adjusted net tangible book value per share immediately after this offering Dilution in as-adjusted net tangible book value per share to new investors participating in this offering


Assumed public offering price per share	$	4.15
Historical net tangible book value per share as of September 30, 2025 (based on pre-reverse stock split shares outstanding)	$	(0.03)
Decrease in pro forma net tangible book value per share attributable to our existing stockholders (based on post-reverse stock split shares outstanding)	$	(0.12)
Pro forma net tangible book value per share attributable to our existing stockholders	$	(0.15)
Increase in pro forma as adjusted net tangible book value per share attributable to our existing stockholders	$	0.76
Pro forma as adjusted net tangible book value per share immediately after this offering	$	0.61
Dilution in pro forma as adjusted net tangible book value per share to new investors participating in this offering	$	3.54

The dilution information discussed above is illustrative and will change based on the actual public offering price and other terms of this offering determined at pricing. If the underwriters exercise their option to purchase additional shares in full, our as adjusted net tangible book value per share after this offering would be approximately $[ ] per share, and the dilution in as adjusted net tangible book value per share to new investors participating in this offering would be $[ ] per share.

AThe ~~$1.00~~dilution ~~increase~~information ~~(decrease)~~discussed inabove is illustrative and will change based on the ~~assumed~~actual number of shares and public offering price and other terms of $[this ~~] per~~offering ~~share,~~determined ~~would~~at ~~increase~~pricing. ~~(decrease)~~If the ~~as-adjusted~~underwriters ~~net~~exercise ~~tangible~~their ~~book~~option ~~value~~to bypurchase $[722,892 ~~] per~~additional ~~share~~shares ~~and~~in ~~the~~full, ~~dilution~~our topro ~~investors~~forma ~~participating~~as inadjusted ~~this~~net ~~offering~~tangible bybook $[value ] per share, ~~assuming~~after ~~the~~this ~~number~~offering ofwould ~~shares~~be ~~offered~~approximately by$0.70 usper share, asand ~~set~~the ~~forth~~dilution onin ~~the~~pro ~~cover~~forma ~~page~~as ofadjusted ~~this~~net ~~prospectus,~~tangible ~~remains~~book ~~the~~value ~~same~~per ~~and~~share ~~after~~to ~~deducting~~new ~~estimated~~investors ~~underwriting~~participating ~~discounts~~in ~~and~~this ~~commissions~~offering ~~and~~would ~~estimated~~be ~~expenses~~$3.45 ~~payable~~per ~~by us~~share.

A $1.00 increase (decrease) in the assumed public offering price of $4.15 per share, would increase (decrease) the pro forma as adjusted net tangible book value by $0.18 per share and the dilution to investors participating in this offering by $0.82 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us. Similarly, each increase (decrease) of ~~one~~100,000 ~~million~~ shares in the number of shares offered by us in this offering would increase (decrease) the pro forma as adjusted net tangible book value by $[0.01 ] per share and the dilution to investors participating in this offering by $[0.01 ] per share, assuming the assumed public offering price of $[4.15 ] per share, remains the same, ~~assuming the number of shares sold in the concurrent private placements are decreased (increased) accordingly~~ and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

~~The following table summarizes, on an as adjusted basis as of June~~ 30, 2021, the differences between the number of shares of common stock purchased from us, the total cash consideration, and the average price per share paid to us by existing stockholders and by new investors purchasing shares in this offering at the assumed public offering price of $[ ] per share, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing shares of common stock in this offering will pay an average price per share substantially higher than our existing investors paid.

24 Table of Contents

	SHARESPURCHASED				TOTALCONSIDERATION				AVERAGEPRICE PER
	NUMBER	PERCENT			AMOUNT	PERCENT			SHARE
Existing stockholders				%	$			%	$
New investors participating in this offering
Total			100	%	$		100	%

The following table summarizes as of September 30, 2025, on a pro forma as adjusted basis, as described above, the number of shares of our common stock, the total consideration and the average price per share (1) paid to us by our existing stockholders and (2) to be paid by investors purchasing shares of our common stock in this offering, assuming a public offering price of $4.15 per share of common stock offered by this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us:

If the underwriters exercise their option to purchase additional shares in full, the number of shares of common stock held by existing stockholders will be reduced to [ ]% of the total number of shares of common stock to be outstanding after this offering, and the number of shares of common stock held by investors participating in this offering will be further increased to [ ]% of the total number of shares of common stock to be outstanding after this offering.


		Shares				Total					Average
		Purchased				Consideration					Price
		Number		Percent		Amount			Percent		Per Share
Existing stockholders		19,455,966		80	%	$	74,044,693		79	%	$	3.81
New investors		4,819,278		20	%	$	20,000,000		21	%	$	4.15
Total		24,275,244		100.0	%	$	94,044,693		100.0	%	$	3.87

·The [total ]number of shares of the common stock ~~issuable~~reflected ~~upon~~in ~~exercise~~the discussion and tables above is based on 19,455,966 shares of our ~~outstanding~~common stock ~~options~~outstanding atas aof ~~weighted~~September ~~average~~30, ~~exercise~~2025, ~~price~~as ofadjusted $[for ]the ~~per~~reverse ~~share;~~stock ~~and~~split ·of [our ].common ·stock ~~Unless~~at ~~otherwise~~a ~~indicated,~~1-for-5 ~~all~~ratio ~~information~~effected inon ~~this~~December ~~prospectus~~26, ~~reflects~~2025, oras ~~assumes:~~well ·as noshares ~~exercise~~of byour ~~the~~common ~~underwriters~~stock ofissued ~~their~~upon ~~option~~the tocashless ~~purchase~~exercise upof tooptions [in ]December ~~additional~~2025, and the 24,275,244 shares of common stock indoes ~~this~~not ~~offering;~~take into account the exercise of the underwriters’ over-allotment option and ·excludes [outstanding ]stock options as of such date.

To the extent that our outstanding exercisable stock options are exercised ~~or shares are issued under our equity incentive plans,~~ you ~~will~~could experience further dilution. ~~In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.~~ To the extent that we raise additional capital ~~is raised~~ through the sale of additional equity, orthe ~~convertible~~issuance ~~debt~~of ~~securities,~~any ~~the~~of ~~issuance~~our shares of ~~these~~common ~~securities~~stock ~~may~~could result in further dilution to our stockholders.

~~25 Table of Contents~~

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the “Summary Financial Data” section of this prospectus and our consolidated financial statements and the related notes appearing atelsewhere ~~the~~in ~~end of~~ this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business ~~and related financing~~, includes forward-looking statements that involve risks, uncertainties, and assumptions. You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All share and per share amounts presented herein have been restated to reflect the implementation of the 1-for-[ ] reverse stock split as if it had occurred at the beginning of the earliest period presented, except for amounts presented in the financial statements and related notes included elsewhere in this prospectus.

Restatements of Previously Issued Consolidated Financial Statements

As described in Note 2-Restatement of Previously Issued Financial Statements to our consolidated financial statements for the year ended December 31, 2024 included elsewhere in this prospectus, for the period ended December 31, 2024, management identified an error in the previously reported financial statements related to the under recognition of revenue during the year ended December 31, 2022. The Company entered into a license agreement for which it should have recognized the entire proceeds receivable pursuant to the agreement as revenue during the year ended December 31, 2022. The Company should also have recognized the financing component of the licensing agreement during the fiscal years ended December 31, 2023 and 2024. As a result, the consolidated financial statements appearing elsewhere in this prospectus reflect this restatement.

Overview

WeBusiness are an environmental services and technologies company developing and delivering patented and proprietary solutions to the global power industry. Our leading-edge services have been shown to achieve mercury emissions removal at a significantly lower cost and with less operational impact to coal-fired power plants than currently used methods, while maintaining and/or increasing power plant output and preserving the marketability of byproducts for beneficial use.Operations

~~North~~We ~~America~~are isa ~~currently~~provider ~~the~~of ~~largest~~specialty ~~market~~activated ~~for~~carbon ~~our~~technologies, ~~technology.~~delivering ~~The~~innovative ~~U.S.~~solutions ~~EPA~~for ~~MATS~~air ~~(Mercury~~ and ~~Air~~water ~~Toxics~~purification. ~~Standards)~~We ~~rule~~provide ~~requires~~patented ~~that all coal~~ and ~~oil-fired~~proprietary ~~power~~technologies ~~plants~~for ~~in the U.S. larger than 25MWs must limit~~ mercury ~~in its~~ emissions tocapture ~~below certain specified levels, according~~ to the ~~type of~~ coal ~~burned. Power plants were required to begin complying with MATS on April 16, 2015, unless they were granted a one~~-~~year~~fired ~~extension~~utility ~~to begin to comply. MATS~~sector, ~~along with many state~~ and ~~provincial regulations, form the basis for mercury emission capture at coal-fired plants across North America. Under the MATS regulation, EGUs~~ are ~~required~~developing todisruptive ~~remove~~water ~~about~~purification ~~90% of the mercury from their emissions. We believe that we continue to meet the requirements of the industry as a whole and our~~ technologies ~~have been shown to achieve mercury removal levels compliant~~ with ~~all~~a ~~state,~~specialization ~~provincial,~~on ~~and~~forever ~~federal~~chemicals ~~regulations~~such atas aPFAS ~~lower cost~~ and ~~with less plant impact than our competition~~PFOS.

AsMercury is typical in this market, we are paid by the EGU based on how much of our material is injected to achieve the needed level of mercury removal. Our current clients pay us as material is delivered to their facilities. Clients will use our material whenever their EGUs operate, although EGUs are not always in operation. EGUs typically may not be in operation due to maintenance reasons or when the price of power in the market is less than their cost to produce power. Thus, our revenues from EGU clients will not typically be a consistent stream but will fluctuate, especially seasonally as the market demand for power fluctuates.Emissions

~~The~~We ~~MATS~~provide ~~regulation~~mercury ~~has~~capture ~~been~~solutions ~~subject~~for tocoal-fired ~~legal~~power ~~challenge~~plants ~~since~~driven ~~being~~by ~~enacted.~~our Inpatented ~~June~~two-part ~~2015,~~SEA® ~~the~~process ~~U.S.~~using ~~Supreme~~a ~~Court~~powerful ~~held~~combination ~~that~~of ~~the~~science ~~EPA~~and ~~unreasonably~~engineering. ~~failed~~Our toleading-edge ~~consider~~services ~~costs~~have inbeen ~~determining~~shown ~~whether it is “appropriate and necessary”~~ to ~~regulate~~achieve ~~hazardous air pollutants, including~~ mercury, ~~from~~emissions ~~power~~removal ~~plants,~~at ~~but~~a ~~left~~significantly ~~the~~lower ~~rule~~cost inand ~~place.~~with Onless ~~remand,~~operational ~~following~~impact ~~the Supreme Court’s instructions~~ to ~~consider~~coal-fired ~~costs,~~power ~~the~~plants ~~EPA~~than inother ~~April~~used ~~2016~~methods, ~~issued~~while amaintaining ~~final~~and/or ~~supplemental~~increasing ~~finding~~power ~~reaffirming~~plant ~~the~~output ~~MATS~~and ~~rule~~preserving on the ~~ground~~marketability ~~that~~of itbyproducts isfor ~~supported~~beneficial byuse. ~~the~~We ~~cost~~design ~~analysis~~systems ~~the~~and ~~Supreme~~materials ~~Court~~tailored ~~required.~~and ~~That~~formulated ~~supplemental~~specifically ~~finding~~to ~~remains~~each ~~under~~customer’s ~~review~~coal-fired ~~by the D~~units.C. ~~Circuit.~~North InAmerica ~~April~~is ~~2017,~~currently the ~~EPA~~largest ~~asked~~market ~~the~~for ~~court~~our toemissions ~~place~~technologies. ~~that~~The ~~litigation~~market infor ~~abeyance,~~mercury ~~stating~~removal ~~that~~from ~~the~~power ~~Agency~~plant ~~then~~emissions ~~under~~in the ~~Trump~~United ~~Administration~~States ~~was~~has ~~reviewing~~largely ~~the~~been ~~supplemental~~driven ~~finding~~by tofederal ~~determine whether it should be reconsidered in whole or in part~~regulations. The ~~court~~MATS ~~granted~~rule, proposed by the EPA’s ~~abeyance~~in ~~request~~May 2011 and which ~~has~~became ~~remained~~effective in ~~place. In~~ April ~~2020~~ 2012, ~~the~~is ~~EPA~~intended ~~concluded~~to ~~that~~reduce ~~the~~air ~~2016~~emissions ~~supplemental~~of ~~finding~~heavy ~~was~~metals, ~~flawed~~including inHg, ~~part~~from ~~due~~all tomajor ~~its~~U.S. ~~reliance~~power onplants ~~co-benefits~~burning tocoal ~~justify~~or ~~MATS~~oil, ~~and~~which ~~withdrew~~are the ~~EPA’s~~leading ~~2016~~source ~~“appropriate~~of non-~~and-necessary”~~natural ~~determination~~mercury asemissions ~~erroneous,~~in ~~but left~~ the ~~2011 MATS rule in place pursuant to D~~U.CS. ~~Circuit~~Our ~~case~~mercury ~~law~~removal ~~holding~~technologies ~~that~~and asystems ~~source~~achieve ~~category~~mercury ~~may~~removal ~~only~~levels bewhich ~~removed~~meet ~~from~~or exceed the ~~list~~MATS ofrequirements ~~categories~~with tolower becost ~~regulated~~and ~~through~~plant asystems ~~rigorous~~impacts ~~delisting~~than ~~process~~typical ~~that~~PAC ~~cannot~~or ~~currently~~BAC besorbent ~~satisfied~~injection ~~by the EPA~~systems. ~~Upon~~Our ~~taking~~products ~~office,~~have ~~the~~been ~~Biden~~shown ~~Administration in January 2021 directed the EPA~~ to ~~review~~be ~~the~~successful ~~previous~~across ~~Administration’s~~a ~~actions~~myriad ~~on various environmental matters including the withdrawal~~ of ~~the~~fuel ~~“appropriate~~ and ~~necessary”~~system ~~determination~~types, ~~for~~tunable ~~conformity~~to ~~with~~any ~~Biden~~configuration, ~~Administration~~and ~~environmental~~environmentally ~~policy. Nevertheless~~friendly, ~~legal~~allowing ~~challenges~~for ~~may continue with respect to~~ the ~~MATS~~recycling ~~regulation which could extend uncertainty over the status~~ of ~~MATS~~fly ash for abeneficial ~~number of years~~use. ~~Investors should note that any changes to the MATS rule could have a negative impact on our business.~~

26Our ~~Table~~SEA® technology provides total mercury control with solutions that are based on a thorough scientific understanding of ~~Contents~~actual and probable interactions involved in mercury capture in coal-fired flue gas. A complete understanding of the complexity of mercury-sorbent-flue gas interactions and chemisorption mechanisms allows for optimal control strategy and product formulation, resulting in effective mercury capture. Combined with a thorough proprietary audit of the plant and its configuration and instrumentation, we believe our complete science and engineering approach for mercury-sorbent-flue gas interactions are well-understood, highly predictive, and critical to delivering total mercury control.

We ~~remain~~believe ~~focused~~that ona ~~short~~significant percentage ~~and~~of ~~long~~coal-~~term~~fired ~~growth,~~power ~~including~~plants ~~focusing~~in onthe ~~execution~~United atStates ~~our~~have ~~customer~~adopted ~~sites~~ and onare ~~continual~~infringing ~~operation~~upon ~~improvement. We continue to make refinements to all of~~ our ~~key products, as we continue to focus on the customer and its operations. As~~ two-part ofSorbent ~~our~~Enhancement ~~overall~~Additive ~~strategy,~~(SEA®) weprocess ~~have~~for amercury ~~number~~removal offrom ~~initiatives which we believe will be able to drive our short and long~~coal-~~term~~fired ~~growth~~power plants.

In the United States, we continue to seek new utility customers for our technology in order for them to meet the MATS requirements as well as maintaining our contractual arrangements with our current customers. In this regard, during the first quarter of 2021, we announced that we had secured supply contract extensions with two long-term customers. In July 2021, we announced that we had secured new multi-year supply business with a coal-fired power plant located in the Midwest, which power plant is part of the fleet of a large utility and a long-standing customer based in the Southwest region of the United States.32

InTable ~~Europe, we had been working to penetrate this market through our licensing agreement entered into in March 2018 with one~~ of our primary suppliers. Such arrangement has been terminated effective as of December 6, 2020. We intend to continue to pursue the European market when certain new regulations are expected to take effect in 2021 and 2022 although no assurance can be made that any such efforts will be successful.Contents

OnBeginning ~~February~~in ~~25,~~ 2019, we ~~were~~began ~~able~~ to ~~complete~~actively ~~the~~enforce ~~restructuring of~~ our ~~unsecured~~patent ~~and~~rights ~~secured~~against ~~debt~~unauthorized ~~obligations~~use ~~held by AC Midwest extending the maturity dates~~ of ~~these~~our ~~debts~~patented ~~until~~technologies, ~~2022~~ and ~~eliminating~~have ~~quarterly~~since ~~principal~~initiated ~~payment~~patent ~~requirements.~~litigation ~~This restructuring reflected the commitment of our financial partner~~ in ~~our~~various ~~efforts~~jurisdictions toagainst ~~attract~~multiple ~~new business~~infringers, ~~manage~~claiming ~~our~~infringement ~~present~~of ~~customers, and monetize~~ our ~~patent~~patents ~~portfolio.~~related Into ~~June~~our ~~2021,~~two-part weprocess ~~announced~~for ~~that~~mercury weremoval ~~had~~from ~~entered~~coal-fired ~~into~~power ~~a Debt Repayment and Exchange Agreement with AC Midwest which will repay all existing secured and unsecured debt obligations held by AC Midwest~~plants. ~~Pursuant~~We toview such ~~agreement,~~litigation ~~we will repay the existing $0.3 million secured note outstanding in cash~~ as ~~well~~a aslast ~~the existing $13~~resort.2 ~~million~~Our ~~principal~~goal ~~amount outstanding under the unsecured note held by AC Midwest through a combination of cash~~ and ~~stock.~~overall ACstrategy ~~Midwest~~ is ~~also entitled~~ to aconvert ~~certain~~infringers ~~non-recourse~~to ~~profit~~our ~~share~~supply ~~under~~chain ~~the unsecured note which will be satisfied through a combination~~ of ~~cash~~sorbent ~~and~~products ~~stock.~~for ~~The~~mercury ~~closing~~removal, isor ~~subject~~otherwise tolicense ~~various~~our ~~conditions~~patents ~~including but not limited~~ to ~~the~~them ~~completion~~on ofa annon-exclusive ~~offering~~basis ~~of equity securities resulting~~ in ~~net~~connection ~~proceeds~~with oftheir atrespective ~~least~~coal-fired ~~$12.0~~power ~~million by December 31, 2021~~plants.

~~From~~In ~~June through October 2019~~April 2023, wethe ~~raised~~EPA ~~$2,600,000~~issued in a ~~private~~proposal ~~placement~~to ~~offering~~strengthen ofand 12update MATS.0% ~~unsecured~~Such ~~convertible~~proposal ~~promissory~~was ~~notes~~finalized and ~~warrants~~published ~~sold~~in ~~and~~May 2024 ~~issued~~with toan ~~certain~~effective ~~accredited~~date ~~investors.~~of InJuly 8, ~~February~~2024 ~~2021~~which, ~~$50~~among other things,~~000~~ ofstrengthens ~~such~~and ~~principal~~updates ~~was~~MATS ~~voluntarily~~for ~~converted~~coal-fired ~~into~~power ~~shares~~plants ofand ~~common~~tightens ~~stock,~~the ~~and~~emission instandard ~~June~~for ~~2021,~~mercury ~~the~~for ~~remaining~~existing ~~principal~~lignite-fired ~~balance~~power ofplants ~~$2,550,000~~to ~~was~~a ~~voluntarily~~level ~~converted~~that byis aligned with the ~~holders~~mercury ~~thereof~~standard ~~into~~that ~~shares~~other ofcoal-fired ~~common~~power ~~stock~~plants ofhave ~~the~~been ~~Company~~achieving under MATS.

InOn ~~July~~March 12, ~~2019~~2025, wethe ~~announced~~newly ~~that~~appointed weEPA ~~had~~administrator ~~initiated~~under ~~patent litigation against defendants in~~ the ~~U.S.~~Trump ~~District~~Administration ~~Court~~announced ~~for~~plans ~~the~~to ~~District~~roll ofback ~~Delaware~~dozens ~~for infringement~~ of ~~certain~~environmental ~~patents~~regulations ~~which~~including ~~relate~~the toreconsideration ~~our~~of ~~two-part~~the ~~Sorbent~~MATS ~~Enhancement Additive (SEA®) process for mercury removal from coal-fired power plants~~regulation. ~~Between~~On ~~July~~April 8, ~~2020 and January 2021~~2025, wePresident ~~entered~~Trump ~~into~~signed ~~agreements~~a ~~with~~Proclamation ~~each~~exempting ofcertain ~~the~~stationary ~~four~~sources, ~~major~~identified ~~utility defendants~~ in ~~the~~Annex ~~patent~~1 ~~litigation commenced in 2019 which agreements included certain monetary arrangements and pursuant to which we have dismissed all claims brought against each~~ of ~~them~~the ~~and their affiliates~~Proclamation, ~~and such parties have withdrawn~~ from ~~petitions~~compliance ~~for Inter Partes Review~~ with the ~~U.S.~~2024 ~~Patent~~updated ~~and~~MATS ~~Trademark Office~~Rule. ~~Such~~As ~~agreements~~set ~~entered~~out ~~into~~in ~~with~~the ~~such~~Proclamation, ~~parties~~the ~~provide~~President’s ~~each~~exemption oflasts ~~them~~for ~~and their affiliates with~~ a ~~non-exclusive~~period ~~license~~of totwo years ~~certain~~beyond ~~Company~~the ~~patents~~updated ~~(related~~Rule’s tocompliance ~~our~~date ~~two-part Sorbent Enhancement Additive~~ (~~SEA®)~~i.e., ~~process)~~ for ~~use~~the inperiod ~~connection~~beginning ~~with~~July 8, ~~such~~2027, ~~parties’~~and ~~coal-fired~~concluding ~~power~~July 8, ~~plants~~2029). ~~One~~During of the ~~agreements~~two-year ~~has~~period ~~facilitated~~these anstationary ~~ongoing~~sources ~~business~~identified ~~relationship~~in ~~with~~Annex ~~that~~1 ~~party. The above described proceedings~~ are ~~continuing~~subject ~~with respect~~ to the ~~other~~compliance ~~parties~~obligations ~~involved. In May 2021, a U.S. District Court Magistrate Judge issued a report and recommendation~~ that ~~such~~they ~~litigation~~are ~~should~~currently besubject ~~permitted~~ to ~~proceed~~under ~~against~~MATS 16as ~~refined~~the ~~coal~~MATS ~~defendants~~Rule existed ~~named~~prior into the ~~action~~2024 ~~directly~~update. ~~involved~~Annex in1 ~~the~~identifies ~~refined~~47 ~~coal~~plant ~~program~~owners and ~~operations,~~over ~~and~~60 bepower ~~dismissed~~plants ~~against~~provided 12such ~~other defendants~~exemption, ~~primarily~~which ~~affiliated~~list ~~entities~~includes ofa ~~the~~number ~~refined coal operators. We recently received approval from the District Judge~~ of the U.S. District Court in Delaware of the adoption of this report and recommendation of the Magistrate Judge to allow us to proceed with litigation claims against certain refined coal entities providing exciting forward momentum in our ~~significant lawsuit to rightfully protect our patented technology for mercury emissions capture~~customers.

27In ~~Table~~June 2025, the EPA proposed to repeal certain amendments finalized in 2024 to the MATS Rule and return compliance obligations to the MATS standards which existed prior to the 2024 update. On December 23, 2025, the EPA submitted a draft of ~~Contents~~the final action to the OMB for interagency review under Executive Order 12866. Following completion of the OMB interagency review process, in accordance with OMB Memorandum M-25-36, section 1.A., the EPA expects that the Administrator of the Office of Information and Regulatory Affairs of the OMB will finalize the action by the end of January 2026.

InWater October 2019, we entered into a license and development agreement with a nonrelated third party located in Alabama pursuant to which the parties have agreed to work together to develop a plan to commercialize and market certain technology owned by such entity related to the removal of mercury from air and water emissions generated by coal burning power plants. In addition, during the first quarter of 2021, we announced new technologies under development intended to improve the processing of REEs in North America. Our new technologies are under development in conjunction with our collaboration with such Alabama third party entity and its affiliates. Such technologies focus on improving the cost of extracting rare earth minerals along with improving the environmental footprint of extracting those REEs from their solvent state. While there is no established timeline for the introduction of these technologies after further testing is performed, we hope that if such further testing is successful, these technologies can be commercialized in 2022 and thereafter.Treatment

~~During~~In April 2024, the EPA under the Biden Administration issued the first-ever ~~quarter~~national, ofenforceable ~~2021~~drinking water standard to protect communities from exposure to harmful PFAS, wealso ~~announced~~known ~~that~~as we“forever ~~are~~chemicals”. inThe ~~the~~rule established ~~process~~legally ofenforceable ~~developing~~MCLs afor ~~proprietary~~six ~~methane~~PFAS ~~gas~~in ~~emissions~~drinking ~~control~~water: ~~technology~~PFOA, ~~which~~PFOS, wePFHxS, ~~believe~~PFNA, ~~can~~and beHFPO-DA ~~adopted~~as ~~within~~contaminants ~~the~~with ~~oil~~individual MCLs, and ~~gas~~PFAS ~~industry.~~mixtures ~~While~~containing weat ~~have~~least ~~not~~two ~~established~~or more of PFHxS, PFNA, HFPO-DA, and PFBS using a ~~timeline~~Hazard Index MCL to account for the ~~introduction~~combined and co-occurring levels of ~~our~~these ~~methane~~PFAS ~~gas~~in ~~emissions~~drinking ~~control~~water. ~~technology~~Under the Rule, wepublic ~~hope~~water tosystems bemust ~~able~~monitor tothese ~~commercialize~~PFAS ~~our~~and ~~efforts~~must complete initial monitoring by 2027, followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of these PFAS in ~~2022~~their ~~and~~drinking ~~thereafter~~water beginning in 2027.

In ~~addition~~April 2024, towe announced the ~~$2.6~~introduction ~~million~~of inour ~~convertible~~new ~~notes~~water ~~which~~treatment ~~were~~business ~~converted~~to ~~into~~address ~~shares~~the ofgrowing ~~common~~potable ~~stock~~(drinking) inwater ~~the~~market ~~first~~with ~~and~~next-generation ~~second~~sorbent ~~quarters~~technologies. asThese ~~described~~new ~~above,~~solutions ~~during~~are ~~the~~being ~~first~~designed ~~quarter~~to ofuse ~~2021,~~significantly weless ~~eliminated~~activated $1carbon,~~830,000~~ ofoffering ~~other~~a ~~convertible~~more ~~notes~~environmentally ~~originally~~sustainable ~~issued~~approach into ~~2013~~water ~~and~~treatment ~~2018~~while ~~through~~maintaining ~~conversions~~or toimproving ~~shares~~contaminant ofremoval ~~common stock~~performance. AsOur aproducts ~~result,~~target ~~there~~not ~~remains~~ only ~~$20,000~~compliance inwith ~~convertible~~emerging ~~notes~~PFAS ~~outstanding~~regulations, ~~compared~~but toalso ~~$4,450,000~~broader opportunities in ~~convertible~~water ~~notes~~quality ~~outstanding~~improvement aspositioning ofus ~~December~~to ~~31,~~serve ~~2020~~a large and expanding market.

~~Although~~As part of this strategic pivot, we ~~face~~have ainvested ~~host~~in the commissioning of ~~challenges~~two state-of-the-art laboratory facilities—one in Pennsylvania and ~~risks~~one in North Dakota—referred to as our “Design Centers.” The Design Centers are dedicated sites for water treatment innovation and development. Together, we ~~are~~believe ~~optimistic~~these ~~about~~facilities ~~our~~represent ~~future~~the only known facilities that have integrated capability in North America to thermally reactivate spent GAC under controlled conditions and ~~expect~~subsequently ~~our~~conduct ~~business~~RSSCTs to ~~grow~~directly ~~substantially~~compare reactivated GAC performance against virgin carbon counterparts. This combination allows us to evaluate reactivated GAC as a sustainable and cost-effective alternative to virgin carbon and address key water utility questions including how to optimize media changeout schedules, strategies to reduce operational costs, and provide lab-based validation of treatment performance for PFAS and other contaminants.

~~Effects of the COVID-19 Pandemic~~33

ItTable ~~should be noted that the coronavirus (COVID-19) pandemic has impacted various businesses through the world since early 2020, including travel restrictions and the extended shutdown~~ of certain businesses in impacted geographic regions. During this time, we have continued to conduct our operations while responding to the pandemic with actions to mitigate adverse consequences to our employees, business, supply chain, and customers. Nevertheless, the duration and scope of the COVID-19 pandemic continues to be uncertain. If the coronavirus situation does not improve during the rest of 2021 or should worsen, we may experience disruptions to our business including, but not limited to, the availability of raw materials, equipment, to our workforce, or to our business relationships with other third parties.Contents

~~Restatement~~These Design Centers will also function as a direct resource for the water treatment industry, offering thermal reactivation, contaminant analysis, and carbon performance evaluations. By enabling municipal and industrial utilities to lower compliance costs and improve operational efficiency, we expect to build strong technical credibility and customer engagement ahead of ~~Previously~~large-scale ~~Issued~~market ~~Financial~~adoption. ~~Statements~~Importantly, ~~(Unaudited)~~we believe our technology platform is not solely dependent on PFAS regulations as market demand for improved water treatment solutions is broad.

OnOur ~~April~~investment ~~13,~~in ~~2020,~~ our ~~board~~Design ofCenters ~~directors~~also ~~(which~~serves ~~until~~as the ~~completion~~basis offor ~~this~~our ~~offering~~planned ~~acts~~commercial asthermal ~~our~~reactivation ~~audit~~plants ~~committee)~~which ~~concluded,~~we ~~after~~intend ~~consultation~~to ~~with~~open ~~management~~ and ~~our~~operate ~~recently~~in ~~retained~~the ~~financial~~future. ~~consulting~~Data ~~firm,~~generated ~~that~~from ~~our~~the ~~previously~~Design ~~issued~~Centers ~~unaudited~~is ~~financial~~being ~~statements~~used ~~for~~to ~~the~~define ~~periods~~permitting ~~ended March 31~~requirements, ~~2019,~~capital ~~June~~expenditure 30parameters, ~~2019,~~ and ~~September~~projected ~~30,~~operating ~~2019,~~costs ~~included~~accelerating ~~in our Quarterly Reports of Form 10-Q for~~ the ~~periods~~commercialization ~~ended~~timeline ~~March~~while ~~31,~~avoiding ~~2019,~~costly ~~June~~future ~~30,~~reliance ~~2019~~on ~~and~~third-party ~~September 30, 2019, respectively, should no longer be relied upon as a result of the change in accounting for a certain debt restructuring~~providers.

~~Specifically,~~On onMay ~~February 25~~14, ~~2019~~2025, wethe ~~entered~~EPA ~~into~~under anthe ~~Unsecured~~new ~~Note~~Trump ~~Financing~~Administration ~~Agreement~~announced ~~with~~the ACagency ~~Midwest,~~will ~~pursuant~~keep tothe ~~which~~regulations ACfor ~~Midwest~~PFOA ~~exchanged~~and aPFOS. ~~previously~~As ~~issued~~part ~~subordinated~~of ~~unsecured~~this ~~note~~action, in the ~~principal~~EPA ~~amount~~also ofannounced ~~$13,000,000,~~its ~~together~~intent ~~with~~to ~~all~~extend ~~accrued~~the PFOA and ~~unpaid~~PFOS ~~interest~~MCL ~~thereon,~~compliance ~~for~~deadlines aand ~~new~~establish ~~unsecured~~a ~~note~~federal inexemption ~~the~~framework. ~~principal amount of $13~~Additionally,~~154,931~~ (the ~~“New~~EPA ACannounced ~~Midwest~~its ~~Unsecured~~intent ~~Note”).~~to Werescind ~~recorded~~the aregulations ~~gain~~and ofreconsider ~~$3,412,402~~the onregulatory ~~this~~determinations ~~exchange~~for ~~which~~PFHxS, isPFNA, ~~primarily~~HFPO-DA/GenX), ~~related~~and to the ~~difference~~Hazard inIndex ~~fair~~mixture ~~value~~ of ~~the~~these ~~notes~~three onPFAS ~~the~~plus ~~date~~PFBS ofto ensure the ~~exchange,~~determinations ~~which~~and weany ~~recently~~resulting ~~concluded~~drinking ~~should~~water ~~have~~regulation ~~been~~follow ~~recorded~~the asSDWA ~~an equity transaction capital contribution~~process.

28In ~~Table~~light of ~~Contents~~evolving water regulations and funding dynamics, we believe the Company is well positioned to capture a meaningful share in the rapidly growing water treatment sector.

~~Since~~Additional the New AC Midwest Unsecured Note was held by a related party, the gain should have been recorded as a capital transaction under ASC 470-50-40. The profit-sharing portion also should have been bifurcated from the loan and shown separately on the Consolidated Balance Sheets of the financial statements. Such changes, including necessary adjustments for the periods ended March 31, 2019, June 30, 2019, and September 30, 2019, have been reflected in the audited consolidated financial statements and notes included in our Annual Report on Form 10-K. The adjustments, which are non-cash in nature, increase additional paid-in capital and increase our previously reported net loss, but has no impact on previously reported cash, working capital, total assets, total liabilities, and revenues. For further information, including the impact of these adjustments, see Notes 9 and 15 to the audited consolidated financial statements included in this registration statement.Information

In May 2024, we announced the appointment of David Mazyck to head our new business line to address the potable (drinking) water market with new sorbent technologies under development. In June 2025, he was appointed our Executive Director of Innovation and Commercialization. In addition, in May 2024, we announced the appointment of Dennis Baranik as Director of National Sales. Mr. Baranik oversees product sales and IP licensing in the Company’s core business for mercury emissions capture as well as support both product and business development for the water market.

Effective on October 17, 2024, as part of our rebranding, we changed our corporate name from Midwest Energy Emissions Corp. to Birchtech Corp. pursuant to a certificate of amendment to our Certificate of Incorporation filed with the State of Delaware, and on October 17, 2024 our common stock commenced trading under the ticker symbol “BCHT”.

On October 9, 2024, we received conditional approval to list our shares of common stock on the TSX and graduate from the TSXV to the TSX. On November 12, 2024, our shares of common stock commenced trading on the TSX under the ticker symbol “BCHT”.

Other Recent Developments

On December 23, 2025, we filed with the Secretary of State of the State of Delaware a certificate of amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-5, effective December 26, 2025. Following the reverse stock split, every five (5) shares of our issued and outstanding common stock were automatically converted into one (1) issued and outstanding share of common stock, without any change in par value per share. No fractional shares were issued in connection with the reverse stock split, and any shareholders who would have received fractional shares of common stock instead were rounded up to the nearest whole number of shares of common stock. The reverse stock split did not affect the number of shares of authorized common stock. The common stock began trading on a reverse stock split-adjusted basis on December 31, 2025 and was assigned a new temporary ticker symbol on the OTCQB of “BCHTD” for the 20 business days following the reverse stock split and on the 21st day, it will change back to “BCHT”.

Table of Contents

Following a five-day trial, on March 1, 2024, we were awarded a $57.1 million patent infringement verdict by a federal jury in the U.S. District Court for the District of Delaware against a remaining group of defendants in the lawsuit commenced by us in 2019. Such group of affiliated defendants included multiple limited liability companies with refined coal industry operations, including CERT Operations II LLC, CERT Operations IV LLC, CERT Operations V LLC, and CERT Operations RCB LLC. The jury determined that these defendants infringed our patented technologies for mercury emissions and were liable for willful infringement, along with inducing and contributory infringement. Following the trial, the Court entered non-final judgments on the verdict against the CERT defendants and the parties submitted post-trial motions relating to the jury trial. The CERT defendants also asserted that the Company’s claims were barred due to their defense that they had an implied license to the asserted patents. A bench trial was held on such issue. On June 10, 2025, the Court ruled that the CERT defendants failed to prove that they had such an implied license and denied their motion to alter or amend the non-final judgment. On September 25, 2025, the Court issued a Memorandum Opinion and Order denying the CERT defendants’ post-trial motion that they should not be held liable as a matter of law for induced infringement, contributory infringement or willful infringement, and on November 20, 2025, the Court issued a Memorandum Opinion and Order denying the CERT defendants’ post-trial motion for a new trial on the issues of induced infringement, contributory infringement, willful infringement and damages. Thereafter, on December 17, 2025, the Court issued a memorandum order granting the Company’s request for pre- and post-judgment interest, and denying the Company’s request for enhanced damages. Following resolution of all post-trial motions, the Court issued the final judgment in favor of the Company on December 29, 2025 in the total amount of $78,397,157.05, which amount includes pre-judgment interest.

Effective as of September 30, 2025, we entered into an agreement with another utility not named as a defendant in our patent litigations, but a party to the IPR petitions filed with the U.S. Patent and Trademark Office (“PTO”). Such agreement provides such utility and its affiliates with a with a non-exclusive license to certain Company patents related to the Company’s two-part SEA® process for use in connection with a certain designated coal-fired power plant operated by them. Such agreement includes a one-time license fee and provides the Company with the right to be included in such party’s bidding process for certain product supply for mercury emissions capture at such party’s designated power plant. Such party has agreed to withdraw from IPR petitions.

Effective as of October 15, 2025, the Company entered into an agreement with another utility named as a defendant in the Southern District of Iowa action. While the terms of the agreement are confidential, it includes a resolution of the disputes between the Company and that utility and its affiliates and provides for their withdrawal from related proceedings. As a result of this and the other agreements described above, the Company and several defendants have resolved their respective claims, and those defendants have been dismissed from the applicable actions. There remain two utilities in the consolidated Iowa actions.

As a result of the agreements described above, the Company and several defendants have resolved their respective claims, and those defendants have been dismissed from the applicable actions. There remain two utilities in the consolidated Iowa actions.

As described above, between January and April 2025, certain defendants in the consolidated Iowa actions filed IPR petitions seeking to invalidate various asserted claims. In September and October 2025, the U.S. Patent Trial and Appeal Board (“PTAB”) granted the institution of the review of certain of the Company’s asserted patents. The Company requested that the PTO Director review those decisions. On October 13, 2025, the Court in the consolidated Iowa actions ruled to stay the litigation pending completion of the IPR process in the PTAB. On November 25, 2025, in response to the Company’s request for review, the PTO Director ordered the PTAB to reconsider most of its institution decisions from September and October 2025. No assurance can be given as to the ultimate outcome of these proceedings.

Between June and July 2025, certain other defendants in the consolidated Iowa actions filed IPR petitions seeking to invalidate various asserted claims. In November 2025, the PTO Director denied institution of all of those proceedings. Those defendants have requested that the PTO Director reconsider these decisions. No assurance can be given as to the ultimate outcome of these proceedings.

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Results of Operations

~~Six~~Year ~~Months~~ Ended ~~June 30~~December 31, ~~2021~~2024 compared with Year ~~Six Months~~ Ended ~~June 30~~December 31, ~~2020~~2023

~~Revenue~~Revenues

We generated revenues of approximately $517,~~297~~406,000 and $317,~~000~~625,000 (as restated) for the years ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024 and ~~2020~~2023, respectively. Such revenues were primarily derived from sorbent product sales which were approximately $414,~~092~~482,000 and $217,~~907~~093,000 for the years ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024 and ~~2020~~2023, respectively. Revenues can be dependent on natural gas prices, extreme weather, and the maintenance and downtime requirements of customer plants. The ~~increase~~decrease in revenues from the prior year ~~period~~was is primarily due to the ~~increase~~mix of plants running in ~~capacity~~2024 ~~factor~~resulting ~~experienced~~in decreased product revenues for 2024 compared to the prior year, offset by ~~our~~an ~~customers’~~increase ~~coal-fired~~in ~~EGU’s~~licensing revenues for 2024 compared to 2023.

Licensing revenues ~~for~~were ~~the~~approximately ~~six~~$2,808,000 ~~months~~and ~~ended June 30~~$388,000 ~~2021~~(as ~~and~~restated) ~~2020~~for ~~were~~the years ~~approximately~~ended ~~$1,091,000~~2024 and $02023, respectively. Such increase was primarily due to ~~the~~a new licensing ~~revenues~~agreement ~~generated~~which ~~from~~was ~~the agreements~~ entered into ~~with certain of the defendants~~ in ~~the~~2024 ~~patent~~with ~~litigation~~a ~~commenced in 2019~~utility.

Equipment sales and other revenues for the years ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024 and ~~2020~~2023 were approximately $~~114~~116,000 and $93145,000, respectively. This ~~increase~~decrease was primarily due to ~~increased~~a ~~equipment~~decrease ~~rental~~in ~~revenues~~demonstrations inand ~~the~~consulting ~~first~~revenues ~~and~~offset ~~second~~by ~~quarters~~an ofincrease ~~2021~~in ~~compared~~equipment tosales ~~the~~revenues ~~same~~in ~~periods~~2024 ~~last~~compared ~~year~~to 2023.

~~Costs~~Cost ~~and~~of ~~Expenses~~Sales

~~Total~~Cost ~~costs~~of ~~and~~sales ~~expenses~~ were approximately $710,~~440~~305,000 and $512,~~678~~172,000 ~~during~~for the years ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024 and ~~2020~~2023, respectively. The ~~increase~~decrease in ~~costs~~cost ~~and~~of ~~expenses~~sales ~~from~~of ~~the~~approximately ~~prior~~$1,867,000 ~~year~~was isprimarily ~~mainly~~ attributable to ~~the~~decreased ~~increase~~product ~~in cost of~~ sales ~~principally~~in ~~due~~2024 compared to the ~~increase in sales~~prior year, astogether ~~well~~with asa andecrease ~~increase~~ in ~~selling,~~the ~~general,~~Company’s ~~and~~cost ~~administrative~~of ~~expenses,~~carbon ~~along with an increase~~ in ~~interest~~2024 ~~expense~~compared ~~due primarily~~ to ~~a one-time stock conversion incentive provided to certain note holders and related accelerated interest, and a loss on change in fair value of profit share liability~~2023.

~~Cost~~Gross of sales were approximately $2,981,000 and $2,316,000 for the six months ended June 30, 2021 and 2020, respectively. This year to date increase in cost of sales is primarily attributable to increased sales.Profit

~~Selling,~~Gross ~~general,~~profit ~~and~~was ~~administrative expenses were~~ approximately $27,~~714~~101,000 and $25,~~305~~453,000 (as restated) for the years ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024 and ~~2020~~2023, respectively. ~~The~~This increase in ~~selling,~~gross ~~general,~~profit ~~and~~of ~~administrative~~approximately ~~expenses~~$1,648,000 iswas primarily ~~attributed~~due to anhigher ~~increase~~licensing revenues in ~~legal~~2024 ~~fees~~ compared to 2023, which typically carry higher margins than product sales, thus contributing to the ~~comparable~~overall ~~period~~improvement ofin ~~2020~~gross profit.

29Operating ~~Table of Contents~~Expenses

~~Interest~~Operating ~~expense~~expenses ~~related~~consisted toof ~~the~~selling, ~~financing~~general and administrative expenses (“SG&A”) and an impairment loss of ~~capital~~$43,000 ~~was~~in 2024 and SG&A and an impairment loss of approximately $1220,~~796~~000 in 2023. SG&A expenses were approximately $14,216,000 and $114,~~315~~207,000 for the years ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024 and ~~2020~~2023, respectively. ~~The~~Although ~~increase~~total inSG&A ~~2021~~expenses iswere ~~due~~largely unchanged in 2024 compared to the ~~stock~~prior year, ~~conversion~~there ~~incentives~~were ~~provided~~significant tovariances ~~certain~~in ~~notes~~individual categories. Increases in salaries and ~~accelerated~~wages, ~~interest~~including ~~expense~~bonus ~~upon~~compensation ~~conversion~~and engagement of ~~notes~~new senior personnel, ~~partially~~increases in our Board of Directors fees and increased stock-based compensation, were largely offset by ~~the~~ reduced ~~interest~~professional onfees ~~the~~in ~~notes~~2024 ~~payable~~compared to 2023. The ~~breakdown~~decrease ofin ~~interest~~professional ~~expense~~fees ~~for~~was mainly due to two settlement agreements reached in the ~~three~~fourth ~~and~~quarter ~~six~~of ~~months~~2023 ~~ended~~with ~~June~~various 30defendants in our patent litigation. These agreements led to significant legal fees paid in 2023 to the patent litigation firm handling the cases, ~~2021~~with ~~and~~no ~~2020~~comparable isexpenses asincurred ~~follows:~~in 2024.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
	(In thousands)				(In thousands)
Interest expense on notes payable	$	105	$	129	$	251	$	273
Accelerated interest expense upon conversion of notes		300		-		343		-
Additional interest upon conversion of notes		221		-		221		-
Amortization of discount of notes payable		463		490		920		981
Amortization of debt issuance costs		31		31		61		61
	$	1,120	$	650	$	1,796	$	1,315

Operating Loss

~~Loss~~Our onoperating ~~change~~loss inwas ~~fair value of profit share liability (relating to the restructured unsecured debt obligation held by AC Midwest Energy LLC) were~~ approximately $~~129~~7,158,000 and $~~250~~8,973,000 (as restated) for the years ~~three~~ended ~~and~~December 31, ~~six~~2024 ~~months~~and ~~ended June 30~~2023, ~~2021,~~ respectively. ~~The~~Such ~~change~~decrease isin ~~primarily~~operating ~~attributed~~loss towas anprimarily ~~increase~~due into ~~the~~our ~~fair~~increased ~~value~~gross ~~of the~~ profit ~~share~~in ~~liability.~~2024 ~~There~~compared ~~were no significant changes~~ to ~~the~~2023 ~~underlying~~coupled ~~model~~with ~~during~~total ~~the~~operating ~~three~~expenses ~~and~~remaining ~~six~~relatively ~~months~~unchanged ~~ended~~from year ~~June 30, 2021~~to year.

~~Gain~~Other onIncome ~~change in fair value of profit share liability~~ (~~relating to the restructured unsecured debt obligation held by AC Midwest Energy LLC~~Expense) were approximately $376,000 and $252,000 for the three and six months ended June 30, 2020, respectively. The change is primarily attributed to a decrease in the fair value of the profit share liability. There were no significant changes to the underlying model during the three and six months ended June 30, 2020.

~~Gain~~During onthe years ~~forgiveness~~ended ofDecember 31, ~~debt~~2024 ofand ~~$299~~2023,~~300~~ ~~relates~~we tohad ~~the~~income ~~loan~~from ~~proceeds~~legal weclaims ~~received~~of in$0 ~~April~~and ~~2020~~approximately ~~pursuant~~$27,608,000, torespectively. ~~the~~The ~~Paycheck~~income ~~Protection~~from ~~Program~~legal ~~under~~claims ~~the~~in ~~CARES~~2023 ~~Act.~~consisted ~~Such~~of ~~loan~~two ~~was~~settlement ~~forgiven~~agreements reached in ~~January~~the ~~2021~~fourth ~~pursuant~~quarter toof ~~the~~2023 ~~applicable~~with ~~Paycheck~~various ~~Protection~~defendants ~~Program~~in ~~requirements~~our patent litigation.

Table of Contents

Interest expense related to the financing of capital was approximately $267,000 and $1,362,000 for the years ended December 31, 2024 and 2023, respectively. The approximate breakdown of interest expense for the years ended December 31, 2024 and 2023 is as follows:


		Year Ended
		December 31,
		2024		2023
Interest expense on notes payable		$	4,000	$	24,000
Other interest expense			21,000		2,000
Amortization of discount of notes payable			242,000		1,336,000

		$	267,000	$	1,362,000

Loss on change in fair value of profit share liability were approximately $3,959,000 and $11,210,000 for the years ended December 31, 2024 and 2023, respectively. The change is primarily attributed to the modification of the terms of the profit share liability (see Note 8 to the consolidated financial statements for the year ended December 31, 2024).

Net Income (Loss)

For the year ~~six months~~ ended ~~June 30~~December 31, ~~2021 and 2020~~2024, we had a net loss of approximately $210,~~148~~802,000 ~~and~~compared to net income of approximately $25,~~678~~668,000 (as restated) for the year ended December 31, ~~respectively~~2023. Such change was primarily due to ~~higher~~no ~~lump~~income ~~sum~~from ~~revenue~~legal ~~partially~~claims ~~offset~~in by2024 ~~change~~compared into ~~the~~$27,608,000 ~~fair~~in ~~value~~2023, ofoffset ~~the~~by ~~profit~~an ~~share~~increase ~~liability~~in ~~and~~gross ~~change~~profit in ~~interest~~2024 ~~expense~~compared ~~due~~to ~~principally~~2023, toand a decrease in the ~~stock~~loss ~~conversion~~on ~~incentive~~change ~~provided~~in tofair ~~certain~~value ~~note~~of ~~holders~~profit ~~and~~share ~~related~~recognized ~~accelerated~~in ~~interest~~2024 compared to 2023.

~~Year~~Nine Months Ended ~~December~~September 3130, ~~2020~~2025 compared with ~~Year~~Nine Months Ended ~~December~~September 3130, ~~2019~~2024

~~Sales~~Revenues

We generated revenues of approximately $813,~~158~~837,000 and $11,~~417~~840,000 for the ~~years~~nine months ended ~~December~~September 3130, ~~2020~~2025 and ~~2019~~2024, respectively. Such revenues were primarily derived from sorbent product sales which were approximately $710,~~420~~637,000 and $11,~~045~~479,000 for the ~~years~~nine months ended ~~December~~September 3130, ~~2020~~2025 and ~~2019~~2024, respectively. Revenues from product sales can be dependent on natural gas prices, extreme weather, and the maintenance and downtime requirements of customer plants. The decrease isin product sales from the prior year was primarily due to the mix of plants running, unexpected customer forced outages and products sold in the first nine months of 2025 resulting in decreased ~~generation~~product revenues for the nine months ended September 30, 2025 compared to the prior year period. This decrease was offset by an increase in licensing revenues for the ~~coal~~nine ~~fired~~months ~~power~~ended ~~sector~~September ~~principally~~30, ~~due~~2025 compared to ~~renewables~~September ~~and~~30, ~~low~~2024, ~~natural~~resulting ~~gas~~in ~~prices~~an overall increase in the revenues for the nine months ended September 30, 2025 compared to the prior year period.

~~Costs~~Licensing ofrevenues ~~sales~~were approximately $3,125,000 and $274,000 for the nine months ended September 30, 2025 and 2024, respectively. Such increase was primarily due to new licensing agreements which were entered into during the nine months ended September 30, 2025 with primarily utility defendants.

~~Cost~~Other revenues, consisting of demonstration, consulting and equipment sales, were approximately $575,~~440,~~000 and $887,~~335,~~000 for the ~~year~~nine months ended ~~December~~September 3130, ~~2020~~2025 and ~~2019~~2024, respectively. ~~The~~Other ~~decrease~~revenues ishave ~~primarily~~not ~~attributable~~been material in relation to ~~decreased~~total ~~sales~~revenues.

30Cost ~~Table~~ of ~~Contents~~Sales

~~Selling~~Cost of sales were approximately $7,602,000 ~~general~~and $8,056,000 for the nine months ended September 30, 2025 and ~~administrative~~2024, ~~expenses~~respectively. This decrease in cost of sales of approximately $454,000 for the nine months ended September 30, 2025 was primarily attributable to decreased product sales in the first nine months of 2025 compared to the prior year period, together with a change in the mix of products sold in the first nine months of 2025 compared to the first nine months of 2024.

Selling, general, and administrative expenses were approximately $5,936,000 and $6,429,000 for the years ended December 31, 2020 and 2019, respectively. The decrease is primarily attributed to less travel due to COVID-19 and less business development and outside consulting expenses.37

~~Total~~Table ~~costs~~of ~~and expenses~~Contents

~~Total~~Gross costs and expenses were approximately $13,974,000 and $17,500,000 during the years ended December 31, 2020 and 2019, respectively. The decrease is primarily attributable to the decrease in cost of sales.Profit

~~Interest~~Gross ~~expense~~profit was approximately $6,235,000 and ~~letter~~$3,784,000 offor ~~credit~~the ~~fees~~nine months ended September 30, 2025 and 2024. The increase in gross profit for the nine months ended September 30, 2025 was primarily due to significantly higher licensing revenues in 2025 compared to 2024, which typically carry higher margins than product sales, thus contributing to the overall improvement in gross profit.

~~For~~Operating ~~the years ended December 2020 and 2019 interest expense and letter of credit fees were as follows:~~Expenses

	Year EndedDecember 31,
	2020		2019
	(in thousands)
Interest expense on notes payable	$	562	$	537
Amortization of discount of notes payable		1,974		1,752
Amortization of debt issuance costs		122		102
	$	2,658	$	2,391

Operating expenses consisted of SG&A and research and development expenses (“R&D”) in 2025 and SG&A and in 2024. Operating expenses decreased significantly in 2025 compared to 2024, despite incurring costs related to the development of the Company’s water treatment business. SG&A expenses were approximately $6,617,000 and $10,863,000 for the nine months ended September 30, 2025 and 2024, respectively. Total SG&A expenses decreased in the first nine months of 2025 compared to the prior year period, as a result of variances in individual categories. This includes decreases in salaries and wages, professional fees and consulting fees. The decrease in salaries and wages was primarily due to the payment of bonus compensation in the first nine months of 2024 for which there were no comparable expenses in the first nine months of 2025, along with greater stock-based compensation in the first nine months of 2024 compared to the comparable period in 2025. The decrease in professional fees was primarily due to lower legal fees in the first nine months of 2025 in connection with the Company’s patent litigation compared to the prior year period which had greater legal fees due to trial preparation and the jury trial in the U.S. District Court for the District of Delaware.

~~(Gain)~~Total ~~Loss~~R&D onexpenses ~~change~~were approximately $1,335,000 and $0 for the nine months ended September 30, 2025 and 2024, respectively. R&D expenses relate to research conducted to develop water treatment products utilizing new sorbent technologies, and increased in ~~fair~~the ~~value~~first nine months of ~~profit~~2025 ~~share~~compared ~~liability~~to the prior year period as the Company had not incurred any research related costs during the first nine months of 2024. The Company began incurring research and development costs when the lab equipment at the Company’s labs was placed into service.

~~(Gain)~~Operating ~~Loss~~Income ~~on change in fair value of profit share liability~~ (~~relating to the restructured unsecured debt obligation held by AC Midwest Energy LLC~~Loss) were approximately a gain of $24,000 and a loss of $374,000 for the years ended December 31, 2020 and 2019, respectively. The change is primarily attributed to the change in the fair value of the profit share liability.

Our operating income was approximately $1,717,000 and $7,079,000 for the nine months ended September 30, 2025 and 2024, respectively. Such decrease in operating loss was primarily due to our increased license fee revenue in 2025 compared to 2024 coupled with a decrease in total operating expenses during the first nine months of 2025 as discussed above.

Other Income (Expense)

Interest expense related to the financing of capital was approximately $54 and $259,000 for the nine months ended September 30, 2025 and 2024, respectively. The approximate breakdown of interest expense for the nine months ended September 30, 2025 and 2024 is as follows:


		Nine Months Ended
		September 30,
		2025		2024
Interest expense on notes payable		$	—	$	4
Amortization of discount of notes payable			—		242
Other interest			—		13

		$	—	$	259

Gain (Loss) on change in fair value of profit share liability and unsecured note was approximately $(767,000) and $(2,672,000) for the nine months ended September 30, 2025 and 2024, respectively. The change is primarily attributed to the modification of the terms of the profit share liability (see Note 7 to the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025).

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Net Income (Loss)

For the ~~years~~nine months ended ~~December~~September 3130, ~~2020 and 2019~~2025, we had a net loss of approximately $52,~~826~~433,000, ~~and~~an improvement from a net loss of approximately $69,~~097~~459,000, ~~respectively.~~for ~~The~~the ~~change~~nine inmonths ~~net~~ended ~~loss~~September is30, ~~primarily~~2024. ~~due~~This toimprovement ~~the~~was ~~decrease~~primarily indue ~~revenue~~an ~~offset~~increase byin alicense ~~decrease~~fee revenues in ~~cost~~2025 ofcompared ~~sales~~to 2024, and a decrease in ~~selling, general and administrative expenses~~SG&A.

Liquidity and Capital Resources

We had approximately $1.7,768,000 ~~million~~ in cash on our balance sheet at ~~June~~September 30, ~~2021~~2025 compared to approximately $~~591~~3,456,000 at December 31, ~~2020~~2024. Total current assets were approximately $36,~~833~~027,000 and total current liabilities were approximately $311,~~617~~054,000 at ~~June~~September 30, ~~2021~~2025, resulting in a working capital deficiency of approximately $~~216~~5,027,000. This compares to total current assets of approximately $26,~~375~~099,000 and total current liabilities of approximately $38,~~359~~806,000 at December 31, ~~2020~~2024, resulting in a working capital ~~deficit~~deficiency of approximately $~~984~~2,707,000. Our accumulated deficit was approximately $~~65.6~~75,186,000 ~~million~~ at ~~June~~September 30, ~~2021~~2025 compared to $~~63.5~~72,753,000 ~~million~~ at December 31, ~~2020~~2024. Additionally, we had a net loss in the amount of approximately $2,~~148~~433,000 and cash ~~provided~~used byin operating activities of approximately $~~502~~1,664,000 for the ~~six~~nine months ended ~~June~~September 30, ~~2021~~2025.

AsBased ~~reflected~~on in the ~~condensed~~Company’s ~~consolidated~~cash ~~financial~~levels ~~statements~~and burn rate as of September 30, we2025 ~~had~~discussed ~~$1.7~~above, ~~million~~we inbelieve our cash onand financial resources may be insufficient to meet our ~~balance~~anticipated ~~sheet~~needs atfor ~~June~~the ~~30,~~twelve ~~2021.~~months Wefollowing ~~had~~the ~~working~~date ~~capital~~of issuance of ~~$216,000~~the ~~and~~financial anstatements ~~accumulated~~for ~~deficit~~the ofquarterly ~~$65.6~~period ~~million.~~ended ~~Additionally~~September 30, we2025, ~~had~~included aelsewhere ~~net~~in ~~loss~~this inprospectus, ~~the~~which ~~amount~~raises ofsubstantial ~~$2.1~~doubt ~~million~~about ~~and~~our ~~cash~~ability ~~provided~~to bycontinue ~~operating~~as ~~activities~~a going concern within one year from the issuance date of ~~$502,000~~the financial statements for the ~~six~~quarterly ~~months~~period ended ~~June~~September 30, ~~2021~~2025. The Company’s total cash balance at December 31, 2025 was approximately $2.3 million.

31In ~~Table~~addition to maintaining the revenue stream from our legacy mercury emissions control business, our plans and expectations over the next twelve months to mitigate such financial condition include receiving additional cash inflows from the judgment expected in connection with the $57.1 million jury verdict awarded to us in March 2024, additional licensing revenues and product sales from the other patent litigation recently commenced, and revenues from our entry into the water treatment business. During 2024, we opened two new state of ~~Contents~~the art laboratories and have added personnel to support our entry into the water business which we believe will lead to a vibrant new revenue stream. In addition, management is exploring additional financing opportunities. While management believes these plans will alleviate substantial doubt, there is no assurance that they will be successfully realized or implemented.

~~The~~Total accompanying condensed consolidated financial statements as of June 30, 2021 have been prepared assuming we will continue as a going concern. During the first six months of 2021, we eliminated $4,430,000 of convertible notes through conversions to shares of common stock. In June 2021, we announced that we had entered into a Debt Repayment and Exchange Agreement with our principal lender which, subject to various closing conditions including but not limited to the completion of an offering of equity securities resulting in net proceeds of at least $12.0 million by December 31, 2021, will repay all existing secured and unsecured debt obligations held by such lender. Based upon the elimination of convertible notes in the principal amount of $4,430,000, the agreement entered into with our principal lender, and our current cash position and recent positive cash flow trends, management believes substantial doubt regarding our ability to continue as a going concern has been mitigated. We believe we will have sufficient working capital to fund operations for at least the next twelve months from the date of issuance of these financial statements.Assets

Total assets were approximately $10,261,000 at December 31, 2024 versus approximately $28,311,000 (as restated) at December 31, 2023. The change in total assets is primarily attributable to an approximate $17,484,000 decrease in cash and an approximate $1,253,000 decrease in accounts receivable, offset by an increase in property and equipment.

Total assets were approximately $810,~~498~~138,000 at ~~June~~September 30, ~~2021~~2025 versus approximately $710,~~376~~261,000 at December 31, ~~2020~~2024. The change in total assets is primarily attributable to an ~~increase~~approximate $1,688,000 decrease in cash, a $153,000 decrease in intellectual property, offset by an approximate $1,808,000 increase in accounts receivable.

Total ~~assets were approximately $7,376,000 at December 31, 2020 versus approximately $9,273,000 at December 31, 2019. The change in total assets is primarily attributable to a decrease in cash.~~Liabilities

Total liabilities were approximately $9,069,000 at December 31, 2024 versus approximately $28,250,000 at December 31, 2023. The decrease is primarily attributable to a decrease in outstanding debt as a result of the modification of the terms of the profit share liability, the repayment of the secured note and the repayment of the unsecured note.

Total liabilities were approximately $1711,~~805~~280,000 at ~~June~~September 30, ~~2021~~2025 versus approximately $209,~~580~~069,000 at December 31, ~~2020~~2024. The ~~decrease~~increase ~~in liabilities~~ is primarily ~~due~~attributable to aan ~~decrease~~increase in ~~debt~~accounts payable and accrued liabilities and an increase in the fair value of the non-recourse profit share liability.

~~Total~~Operating ~~liabilities were approximately $20,580,000 at December 31, 2020 versus approximately $18,147,000 at December 31, 2019. The increase in liabilities is primarily due to an increase in debt.~~Activities

~~Operating~~Net cash (used in) provided by operating activities consists of net income (loss), adjusted by certain non-cash items, and changes in operating assets and liabilities.

~~Net cash provided by operating activities consists of net loss, adjusted by certain non-cash items, and changes in operating assets and liabilities.~~39

~~Net~~Table ~~cash provided by operating activities was approximately $502,000 for the six months ended June 30, 2021 compared to net cash used in operating activities~~ of approximately $1,325,000 for the six months ended June 30, 2020. The increase in cash provided by operating activities of approximately $1,827,000 was primarily due to an approximate $530,000 decrease in net loss, $333,000 change in amortization of discount of notes payable, $502,000 change in fair value of profit share and $1,166,000 change in accounts payable and accrued liabilities, partially offset by changes in lesser items.Contents

~~Operating~~Net ~~activities~~cash used in operating activities was approximately $14,~~239~~105,000 ~~and~~for $1the year ended December 31,~~577,000~~ of2024 compared to net cash ~~during~~provided ~~the~~by ~~years~~operating ~~ended~~activities ~~December~~of 31approximately $19,226,000 ~~2020~~for ~~and~~the year ~~2019~~ended December 31, ~~respectively~~2023. The ~~decrease~~increase in net cash ~~used~~provided inby operating activities iswas primarily due to the following: (i) a ~~decrease~~net loss of $10.5 million in 2024 compared to net income of $5.9 million in 2023; (ii) loss on change in fair value of profit share of $4.0 million in 2024 compared to $11.2 million in 2023; and (iii) certain other changes in operating assets and liabilities including accounts receivable, inventory, prepaid expenses and other assets, accrued salaries, and accounts payable and accrued liabilities.

~~Investing~~Net cash used by operating activities was approximately $1,664,000 for the nine months ended September 30, 2025 compared to net cash used by operating activities of approximately $3,275,000 for the nine months ended September 30, 2024. The decrease in net cash provided by operating activities was primarily due to the following: (i) a net loss of $2.4 million for the nine months ended September 30, 2025 compared to net loss of $9.5 million for the nine months ended September 30, 2024; and (ii) certain other changes in operating assets and liabilities including accounts receivable, inventory, prepaid expenses and other assets, accrued salaries, and accounts payable and accrued liabilities.

~~Net~~Investing cash provided by investing activities was $0 for the six months ended June 30, 2021 compared to net cash provided by investing activities of $9,500 for the six months ended June 30, 2020. The activity for 2020 related to cash received from the sale of equipment.Activities

~~Investing~~We ~~activities~~had ~~provided~~net ~~$42,500~~cash ~~during~~used ~~the~~in ~~year~~investing ~~ended~~activities ~~December~~of ~~31,~~approximately ~~2020 and~~ $30809,000 ~~during~~for the year ended December 31, ~~2019.~~2024 ~~The~~for ~~increase~~the inpurchase ~~cash~~of ~~provided~~a bytruck ~~investing~~and ~~activities~~lab isequipment ~~due~~compared ~~the~~to ~~increase~~no cash used in ~~cash~~investing ~~received~~activities ~~from~~for the year ~~sale~~ended ofDecember 31, ~~equipment~~2023.

32We ~~Table~~had net cash used in investing activities of ~~Contents~~approximately $23,000 for the nine months ended September 30, 2025 for the purchase of lab equipment compared to net cash used in investing activities of approximately $702,000 for the nine months ended September 30, 2024 for the purchase of a truck and lab equipment.

Financing ~~activities~~Activities

Net cash ~~provided~~used byin financing activities was approximately $~~597~~12,569,000 for the year ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024 compared to ~~net~~approximately ~~cash~~$210,000 provided by financing activities ~~of approximately $412,000~~ for the year ~~six months~~ ended ~~June 30~~December 31, ~~2020~~2023. During the year ~~six months~~ ended ~~June 30~~December 31, ~~2021~~2024, we ~~received~~repaid the remaining principal of approximately $~~299~~272,000 ~~from~~on the ~~issuance~~AC ofMidwest ~~notes~~secured ~~payable,~~note and approximately $~~247~~12,315,000 ~~from~~of the ~~exercise~~principal ofremaining ~~warrants~~on the AC Midwest unsecured note. During the years ended December 31, 2024 and 2023, we received approximately $~~101~~17,500 and $210,000, respectively, from the exercise of stock options.

~~Financing~~Net cash used in financing activities ~~provided~~was approximately $~~288,000~~0 ~~during~~for the ~~year~~nine months ended ~~December~~September 3130, ~~2020~~2025 ~~and~~compared to approximately $212,~~461~~569,000 ~~during~~used ~~the~~in ~~year~~financing ~~ended~~activities ~~December~~for ~~31,~~the ~~2019,~~nine ~~respectively.~~months Inended ~~2020~~September 30, we2024. ~~obtained~~During ~~$499,000~~the innine ~~notes~~months ~~payable~~ended ~~and~~September ~~repaid~~30, ~~$165~~2024,~~000~~ ofwe ~~notes~~repaid ~~payable~~the asremaining ~~compared~~principal toof ~~raising~~approximately $2272,~~600,~~000 inon ~~unsecured~~the ~~convertible~~AC ~~debt~~Midwest Energy LLC (“AC Midwest”) secured note and ~~repaying~~approximately $~~139~~12,315,000 of the principal remaining on ~~notes~~the ~~payable~~AC inMidwest ~~2019~~unsecured note.

~~Off-Balance~~Critical ~~Sheet~~Accounting ~~Arrangements~~Policies and Estimates

WeOur dodiscussion ~~not~~and ~~have~~analysis ~~any~~of ~~off-balance~~our ~~sheet~~financial ~~arrangements~~conditions ~~that~~and results of operation are ~~reasonably~~based ~~likely~~upon tothe accompanying consolidated financial statements which have abeen ~~current~~prepared orin ~~future~~accordance ~~effect~~with onthe ~~our~~generally accepted accounting principles in the U.S. The preparation of the consolidated financial ~~condition~~statements requires that we make estimates and assumptions that affect the amounts reported in assets, liabilities, revenues, and expenses. We use estimates in accounting for, among other items, profit share liability, revenue recognition, allowance for credit losses, stock-based compensation, income tax provisions, excess and obsolete inventory reserve and impairment of intellectual property. We base these estimates on various assumptions and experience that we believe to be reasonable. The following critical accounting policies are those that are important to the presentation of our financial condition and results of operations. These policies require management’s most difficult, ~~liquidity~~complex, or ~~capital~~subjective ~~expenditures~~judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

Critical Accounting Policies

Our discussion and analysis of our financial conditions and results of operation are based upon the accompanying consolidated financial statements which have been prepared in accordance with the generally accepted accounting principles in the U.S. The preparation of the consolidated financial statements requires that we make estimates and assumptions that affect the amounts reported in assets, liabilities, revenues, and expenses. Management evaluates on an on-going basis our estimates with respect to the valuation allowances for accounts receivable, income taxes, accrued expenses, and equity instrument valuation, for example. We base these estimates on various assumptions and experience that we believe to be reasonable. The following critical accounting policies are those that are important to the presentation of our financial condition and results of operations. These policies require management’s most difficult, complex, or subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

The following critical accounting policies affect our more significant estimates used in the preparation of our consolidated financial statements. In particular, our most critical accounting policies relate to the recognition of revenue, and the valuation of our stock-based compensation.

~~Inventory~~40

~~Inventories~~Table ~~are stated at the lower~~ of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. We estimate the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. In the past we have experienced a minimal valuation allowance on our inventory.Contents

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, equipment is recorded at cost and depreciated using the straight-line method over their estimated useful lives of 2 to 5 years. Leasehold improvements are recorded at cost and depreciated using the straight-line method over the life of the lease.

Expenditures for repairs and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. Management reviews the carrying value of our property and equipment for impairment on an annual basis.

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Intellectual Property

Intellectual property is recorded at cost and amortized over its estimated useful life of 15 years. Management reviews intellectual property for impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. In the event that impairment indicators exist, a further analysis is performed and if the sum of the expected undiscounted future cash flows resulting from the use of the asset or asset group is less than the carrying amount of the asset or asset group, an impairment loss equal to the excess of the asset or asset group’s carrying value over its fair value is recorded. Management considers historical experience and all available information at the time the estimates of future cash flows are made, however, the actual cash values that could be realized may differ from those that are estimated.

Recoverability of Long-Lived and Intangible Assets

Long-lived assets and certain identifiable intangibles held and used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. We evaluate the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the long-lived and /or intangible assets would be adjusted, based on estimates of future ~~discounted~~undiscounted cash flows. ~~We evaluated the recoverability of the carrying value of our equipment. No impairment charges were recognized for the years ended December 31, 2020 and 2019, respectively.~~

~~Leases~~The Company has evaluated the recoverability of the carrying value of the Company’s property and equipment, right of use asset, and intellectual property. After completing the assessment of property and equipment for impairment as of December 31, 2024 and 2023, the Company recorded an impairment expense related to property and equipment of $43,000 (2023 - $219,707) which is included in Impairment loss in the Company’s consolidated statements of operations. The expense was primarily related to the impairment of construction in process costs where management determined that the undiscounted future cash flows were not sufficient to recover the carrying value of these assets over the estimated useful life. No impairment charges were recognized for the three and nine months ended September 30, 2025.

In February 2016, the FASB issued new guidance which requires lessees to recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The accounting standard, effective January 1, 2019, requires virtually all leases to be recognized on the Balance Sheet. Effective January 1, 2019, we adopted the standard using the modified retrospective method, under which we elected the package of practical expedients and transition provisions allowing us to bring our existing operating leases onto the Consolidated Balance Sheet without adjusting comparative periods, but recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Under the guidance, we have also elected not to separate lease and non-lease components in recognition of the lease-related assets and liabilities, as well as the related lease expense.

We have operating leases for office space in two multitenant facilities, which are not recorded as assets and liabilities as those leases do not have terms greater than 12 months. We have operating leases for a multi-purpose facility and bulk trailers used in operations which are recorded as assets and liabilities as the leases have terms greater than 12 months. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

Upon adoption of the new lease accounting standard on January 1, 2019, we recorded $1,339,569 of right of use assets and $1,417,435 of lease-related liabilities, with the difference charged to accumulated deficit at that date.

Stock-Based Compensation

We account for stock-based compensation awards in accordance with the provisions of ASC 718, Compensation-Stock Compensation, which requires equity-based compensation, be reflected in the consolidated financial statements over the period of service which is typically the vesting period based on the estimated fair value of the awards.

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Fair Value of Financial Instruments

The fair value hierarchy has three levels based on the inputs used to determine fair value, which are as follows:

o● Level 1 - Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date. o Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. o Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

●

Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

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●

Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Revenue Recognition

We record revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

Revenue is recognized when we satisfy our performance obligation under the contract by transferring the promised product to its customer that obtains control of the product. A performance obligation is a promise in a contract to transfer a distinct product to a customer. Most of our contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales and other taxes are excluded from revenues. Invoiced shipping and handling costs are included in revenue. ~~The adoption of this standard did not have a material impact on our financial statements.~~

Disaggregation of Revenue

We generated revenue for the years ~~three~~ended December 31, 2024 and ~~six~~2023, and the nine months ended ~~June~~ September 30, ~~2021~~2025 ~~and 2020~~ by (i) delivering product to our commercial customers, (ii) completing and commissioning equipment projects at commercial customer sites, ~~and~~ (iii) performing demonstrations of our technology at customers with the intent of entering into long term supply agreements based on the performance of our products during the demonstrations and (iv) licensing our technology to customers.

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Revenue for product sales is recognized at the point of time in which the customer obtains control of the product, at the time title passes to the customer upon shipment or delivery of the product based on the applicable shipping terms.

Licensing revenue includes the licensing of the Company’s intellectual property (“IP”). Revenue for IP rights is accounted for based on the nature of the promise to grant the license. In determining whether our promise is to provide a right to access our IP or a right to use our IP, we consider the nature of our IP to which the customer will have rights. IP is either functional IP which has significant standalone functionality or symbolic IP which does not have significant standalone functionality. Revenue from functional IP is recognized at the point in time when control of the distinct license is transferred to the customer. Revenue from symbolic IP is recognized over the access period to our IP.

The licenses provide the customer with the right to use our patented technologies as they exist at a point in time when the license is granted, for the duration of the contract term. The patented technology has stand-alone functionality, and we have no obligation to provide any future updates. During the year ended December 31, 2024 the Company recognized $2,773,750 (2023 - $356,250) of revenue for licenses for which revenue was recognized at a point in time and $34,375 (2023 - $31,250) for licenses for which revenue was recognized over time. During the three and nine months ended September 30, 2025, the Company recognized $2,600,000 and $3,125,000, respectively (2024 - $133,125 and $273,750, respectively) of revenue for licenses for which revenue was recognized at a point in time and $0 (2024 - $0) for licenses for which revenue was recognized over time.

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When a license arrangement contains payment terms beyond one year, a significant financing component may exist. The significant financing component is calculated as the difference between the stated value and present value of the license fees and is recognized as interest income over the payment period.

Variable consideration is recorded as revenue only to the extent that a significant reversal of cumulative revenue recognized is not probable of occurring when the uncertainty associated with the variable consideration is subsequently resolved. Significant judgment is required in estimating variable consideration for the performance obligation identified in the contract and this judgment involves assessing factors outside of our influence.

Revenue for equipment sales is recognized upon commissioning and customer acceptance of the installed equipment per the terms of the purchase contract.

Revenue for demonstrations and consulting services is recognized when performance obligations contained in the contract have been completed, typically the completion of necessary field work and the delivery of any required analysis per the terms of the agreement.

Income Taxes

We follow the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, ~~2020~~2024 and 2023, and September 30, 2025. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from our position. We are no longer subject to ~~income~~ tax examinations by ~~major~~tax ~~taxing~~ authorities ~~since~~for years ~~inception~~prior to 2020.

We may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. Our management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

WeIn ~~are~~December 2023, nothe ~~longer~~FASB ~~subject~~issued ASU 2023-09, Improvements to ~~tax~~Income ~~examinations~~Tax byDisclosures, which requires disaggregated information about our effective tax ~~authorities~~rate reconciliation as well as information on income taxes paid. The guidance will first be effective in our annual disclosures for ~~years~~the year ~~prior~~ending December 31, 2025, and should be applied on a prospective basis with the option to ~~2017~~apply retrospectively. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2023-09 on our disclosures.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 became effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842) - Narrow-Scope Improvements for Lessors, which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, we adopted ASU 2016-02 and have recorded a right-of-use asset and lease liability on the balance sheet for our operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We did not apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We accounted for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet.

36 Table of Contents

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features and (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings.

The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. We early adopted ASU 2017-11 and changed our method of accounting for certain warrants that were initially recorded as liabilities during the year ended December 31, 2014 on a full retrospective basis. The adoption of ASU 2017-11 did not have a material impact on our consolidated financial statements.

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The adoption of ASU-2019-12 did not have a material impact on our consolidated financial statements.

Effective January 1, 2020, we adopted ASU No. 2018-07, Compensation — Stock Compensation (Topic 718). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share based payments. Prior to the issuance of this guidance, the accounting requirements for nonemployee and employee share-based payment transactions were significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which only included share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees is substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements.

Effective January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in ASU 2018-13 modify the disclosure requirements associated with fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The adoption of ASU 2018-13 did not have a material impact on our consolidated financial statements.

37 Table of Contents

Recently Issued Accounting Standards

~~Management~~Recently ~~does not believe that any recently~~ issued, but not yet effective accounting pronouncements, that when adopted, ~~will~~may have a material effect on the accompanying consolidated financial statements. are as follows:

Issued in June 2021, FASB Accounting Standards Update (ASU) No. 2016-13, Measurement of Credit Losses on Financial Instruments adds to U.S. GAAP an impairment model known as the current expected credit loss (CECL) model, which is based on expected losses rather than incurred losses. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application of the amendments is permitted. Effective January 1, 2023, the Company adopted ASU No. 2016-13. The adoption of ASU No. 2016-13 did not have a material effect on the accompanying consolidated financial statements.

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In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 effective for its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent interim periods. Since ASU 2023-07 addresses only disclosures, the adoption of ASU 2023-07 did not have a significant impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The Company is evaluating this standard to determine if adoption will have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to disaggregate expense items in the notes to the financial statements and requires disclosure of specified information related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statements and related disclosures. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU No. 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU No. 2024-03 is permitted.

Non-GAAP Financial Measures

Adjusted EBITDA

To supplement our consolidated financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we consider and are including herein Adjusted EBITDA, a Non-GAAP financial measure. We view Adjusted EBITDA as an operating performance measure and, as such, we believe that the GAAP financial measure most directly comparable to it is net income (loss). We define Adjusted EBITDA as net income adjusted for interest and financing fees, income taxes, depreciation, amortization, stock -based compensation, and other non-cash income and expenses. We believe that Adjusted EBITDA provides us an important measure of operating performance because it allows management, investors, debtholders, and others to evaluate and compare ongoing operating results from period to period by removing the impact of our asset base, any asset disposals or impairments, stock based compensation, and other non-cash income and expense items associated with our reliance on issuing equity-linked debt securities to fund our working capital.

Our use of Adjusted EBITDA has limitations as an analytical tool, and this measure should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP, as the excluded items may have significant effects on our operating results and financial condition. Additionally, our measure of Adjusted EBITDA may differ from other companies’ measure of Adjusted EBITDA. When evaluating our performance, Adjusted EBITDA should be considered with other financial performance measures, including various cash flow metrics, net income, and other GAAP results. In the future, we may disclose different non-GAAP financial measures in order to help our investors and others more meaningfully evaluate and compare our future results of operations to our previously reported results of operations.

~~The following table shows our reconciliation of Net loss to adjusted EBITDA for the three and six months ended June 30, 2021 and 2020, respectively:~~

	For the Three Months Ended						For the Six Months Ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
	(In thousands)						(In thousands)
Net loss	$	(1,730	)	$	(904	)	$	(2,148	)	$	(2,678	)
Non-GAAP adjustments:
Depreciation and amortization		72			215			147			427
Interest and letter of credit fees		1,120			650			1,796			1,314
Gain on extinguishment of debt		-			-			(299	)		-
Income taxes		2			-			5			-
Stock based compensation		224			135			256			250
Adjusted EBITDA	$	(312	)	$	96		$	(243	)	$	(687	)

~~The~~Table ~~following table shows our reconciliation~~ of ~~Net Income to Adjusted EBITDA for the years ended December 31, 2020 and 2019, respectively:~~Contents

	Year Ended
	12/31/2020			12/31/2019
	(in thousands)
Net loss	$	(5,826	)	$	(6,097	)
Non-GAAP adjustments:
Depreciation and amortization		713			929
Interest and letter of credit fees		2,658			2,391
Income taxes		10			14
Stock based compensation		1,710			1,810
Adjusted EBITDA	$	(735	)	$	(953	)

The following table shows our reconciliation of net income (loss) to adjusted EBITDA for the years ended December 31, 2024 and 2023, respectively:

38 Table of Contents


		For the Year Ended
				December 31,
		December 31,		2023
		2024		(as restated)

		(In thousands)
Net income (loss)		$	(10,802)	$	5,668

Non-GAAP adjustments:
Depreciation and amortization			248		259
Interest			267		1,362
Change in fair value of profit share			3,959		11,210
Impairment of property and equipment			43		220
Income Taxes			(289)		473
Stock based compensation			1,089		520

Adjusted EBITDA		$	(5,485)	$	19,712

The following table shows our reconciliation of net income (loss) to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024, respectively:


		For the Three Months Ended				For the Nine Months Ended
		September 30,		September 30,		September 30,		September 30,
		2025		2024		2025		2024

		(In thousands)				(In thousands)
Net income (loss)		$	788	$	(470)	$	(2,433)	$	(9,189)

Non-GAAP adjustments:
Depreciation and amortization			107		65		282		185
Interest			—		7		—		259
Change in fair value of profit share			39		(283)		767		2,672
Income Taxes			—		—		—		—
Stock based compensation			21		134		100		1,041

Adjusted EBITDA		$	955	$	(547)	$	(1,284)	$	(5,032)

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BUSINESS

~~Overview~~General

We are ana ~~environmental~~provider ~~services~~of ~~and~~specialty ~~technologies~~activated ~~company~~carbon ~~developing~~technologies, ~~and~~ delivering ~~patented~~innovative ~~and proprietary~~ solutions tofor ~~the~~air ~~global~~and ~~power~~water ~~industry~~purification. ~~Our~~We ~~leading-edge~~provide ~~services~~patented ~~have~~and ~~been~~proprietary ~~shown~~technologies tofor ~~achieve~~ mercury emissions ~~removal~~capture ~~at a significantly lower cost and with less operational impact~~ to the coal-fired ~~power~~utility ~~plants~~sector, ~~than~~and ~~currently~~are ~~used~~developing ~~methods,~~disruptive ~~while~~water ~~maintaining~~purification ~~and/or~~technologies ~~increasing~~with ~~power~~a ~~plant~~specialization ~~output~~on ~~and~~forever ~~preserving~~chemicals ~~the~~such ~~marketability~~as ofPFAS ~~byproducts~~and ~~for beneficial use~~PFOS.

~~Background~~Products and ~~Acquisition of Patent Rights~~Services

WeMercury provide mercury capture solutions driven by our patented two-part Sorbent Enhancement Additive (SEA®) process using a powerful combination of science and engineering. We design systems and materials tailored and formulated specifically to each customer’s coal-fired units. Our mercury removal technologies and systems will achieve mercury removal levels which meet or exceed the 2012 Coal- and Oil-Fired Electric Utility Steam Generating Units National Emission Standards for Hazardous Air Pollutants, as revised, known as the MATS, requirements with lower cost and plant systems impacts than typical PAC or BAC sorbent injection systems. Our products have been shown to be successful across a myriad of fuel and system types, tunable to any configuration, and environmentally friendly, allowing for the recycling of fly ash for beneficial use. Our SEA® technology was originally developed by the University of North Dakota’s Energy and Environmental Research Center. It was tested and refined on numerous operating coal-fired EGUs, with the founder of our wholly owned subsidiary participating with the Energy and Environmental Research Center on these tests since 2008. The Energy and Environmental Research Center Foundation, a non-profit entity, obtained patents on this technology.Emissions

~~Industry~~We ~~Background~~provide mercury capture solutions for coal-fired power plants driven by our patented two-part SEA® process using a powerful combination of science and engineering. Our leading-edge services have been shown to achieve mercury emissions removal at a significantly lower cost and with less operational impact to coal-fired power plants than other used methods, while maintaining and/or increasing power plant output and preserving the marketability of byproducts for beneficial use. We design systems and materials tailored and formulated specifically to each customer’s coal-fired units. North America is currently the largest market for our emissions technologies. The market for mercury removal from power plant emissions in the United States has largely been driven by federal regulations. The MATS rule, proposed by the EPA in May 2011 and which became effective in April 2012, is intended to reduce air emissions of heavy metals, including Hg, from all major U.S. power plants burning coal or oil, which are the leading source of non-natural mercury emissions in the U.S. Our mercury removal technologies and systems achieve mercury removal levels which meet or exceed the MATS requirements with lower cost and plant systems impacts than typical PAC or BAC sorbent injection systems. Our products have been shown to be successful across a myriad of fuel and system types, tunable to any configuration, and environmentally friendly, allowing for the recycling of fly ash for beneficial use.

~~The~~Our ~~markets~~SEA® technology provides total mercury control with solutions that are based on a thorough scientific understanding of actual and probable interactions involved in mercury capture in coal-fired flue gas. A complete understanding of the complexity of mercury-sorbent-flue gas interactions and chemisorption mechanisms allows for optimal control strategy and product formulation, resulting in effective mercury ~~removal~~capture. ~~from~~Combined ~~power~~with a thorough proprietary audit of the plant ~~emissions~~and ~~have~~its ~~largely~~configuration ~~been~~and ~~driven~~instrumentation, bywe ~~federal~~believe ~~regulations~~our complete science and engineering approach for mercury-sorbent-flue gas interactions are well-understood, highly predictive, and critical to delivering total mercury control.

OnWe ~~December~~believe ~~21,~~that ~~2011,~~a ~~the~~significant percentage ~~EPA announced MATS for power plants in the U.S. The MATS rule is intended to reduce air emissions~~ of ~~heavy metals, including mercury (Hg), from all major U.S. power plants burning~~ coal ~~or oil, which are the leading source of non~~-~~natural~~fired ~~mercury emissions in the U.S. Existing~~ power plants ~~were granted three years (plus a potential one-year extension~~ in ~~cases of hardship, ruled on by state EPAs where~~ the ~~plant~~United isStates domiciled) from April 16, 2012 to comply with the new emission limits. The MATS rule applies to EGUs that are larger than 25 MW that burn coal or oil for the purpose of generating electricity for sale and distribution through the national electric grid to the public. They include investor-owned units, as well as units owned by the Federal government, municipalities, and cooperatives that provide electricity for commercial, industrial, and residential uses. At the time of MATS being promulgated, there were approximately 1,250 coal-fired EGUs affected by this new rule. Since that time, many of such EGUs have ~~been~~adopted ~~shut down as a result of this regulation~~ and ~~due~~are toinfringing ~~competitive~~upon ~~disadvantage~~our ~~to newer or gas~~two-~~fired~~part ~~EGUs~~Sorbent ~~and~~Enhancement ~~renewable~~Additive ~~energy sources~~ (~~e.g. wind, solar~~SEA®). Weprocess ~~believe~~for ~~that~~mercury atremoval ~~the~~from ~~end of 2020, there are approximately 350~~ coal-fired ~~EGUs remaining in the~~ power ~~market which make up the large mercury-emissions control market into which we sell~~plants.

~~The~~Beginning ~~final~~in ~~MATS~~2019, ~~rule~~we ~~identifies~~began ~~two~~to ~~subcategories~~actively ofenforce ~~coal-fired~~our ~~EGUs,~~patent ~~four~~rights ~~subcategories~~against unauthorized use of ~~oil-fired~~our ~~EGUs~~patented technologies, and ahave ~~subcategory~~since ~~for~~initiated ~~units~~patent ~~that~~litigation ~~combust~~in ~~gasified~~various ~~coal~~jurisdictions oragainst ~~solid~~multiple ~~oil~~infringers, ~~(integrated~~claiming ~~gasification~~infringement ~~combine~~of ~~cycle~~our ~~“IGCC”~~patents ~~units)~~related ~~based~~to onour ~~the~~two-part ~~design,~~process ~~utilization,~~for ~~and/or~~mercury ~~location~~removal offrom ~~the~~coal-fired ~~various~~power ~~types~~plants. ofWe ~~boilers~~view atsuch ~~different~~litigation ~~power~~as ~~stations~~a last resort. ~~The~~Our ~~rule~~goal ~~includes~~and ~~emission~~overall ~~standards~~strategy ~~and/or~~is ~~other~~to ~~requirements~~convert ~~for~~infringers ~~each~~to ~~subcategory.~~our ~~The~~supply ~~rule~~chain ~~set~~of ~~nationwide~~sorbent ~~emission~~products ~~limits~~for ~~estimated~~mercury removal, or otherwise license our patents to ~~reduce~~them ~~mercury~~on ~~emissions~~a non-exclusive basis in connection with their respective coal-fired ~~plants~~power ~~by about 90%~~plants.

InWater addition to the U.S. federal MATS rule, more than 20 states currently have regulations that limit mercury emissions and are similar to or more restrictive than the MATS rule. There are several choices of pollution control technologies available to reduce mercury emissions, but they do not all work consistently or cost-effectively for every plant design or for all of the various types of coal. The most common technology employed to reduce mercury emissions is a sorbent injection system which provides for the injection of PAC or BAC into the flue-gas of an EGU after the boiler itself but in front of the ESP. Such injections have proven effective with many coals, especially at reduction levels of 70% or less. At required mercury reduction levels above 80%, these injection systems require substantial injection rates which often have severe operational issues including over-loading the ESP and rendering the fly ash unfit for sale to concrete companies, and at times even causing combustion concerns with the fly ash itself.Treatment

39In ~~Table~~April 2024, the EPA under the Biden Administration issued the first-ever national, enforceable drinking water standard to protect communities from exposure to harmful PFAS, also known as “forever chemicals”. The rule established legally enforceable MCLs for six PFAS in drinking water: PFOA, PFOS, PFHxS, PFNA, and HFPO-DA as contaminants with individual MCLs, and PFAS mixtures containing at least two or more of ~~Contents~~PFHxS, PFNA, HFPO-DA, and PFBS using a Hazard Index MCL to account for the combined and co-occurring levels of these PFAS in drinking water. Under the Rule, public water systems must monitor these PFAS and must complete initial monitoring by 2027, followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of these PFAS in their drinking water beginning in 2027.

Mercury is also removed as a co-benefit by special pollution control equipment installed to remove SOX and NOX. To achieve very high levels of SOX reduction, large, complex, and expensive (capital costs in the hundreds of millions of dollars for a medium-sized EGU) systems called scrubbers can be installed in the plant exhaust system, typically just before the flue-gas goes up the stack for release. As a co-benefit to their primary mission, scrubbers have been shown to remove significant quantities of oxidized mercury. Mercury is typically found in two basic forms in coal: elemental and oxidized. The amount of each form varies in any given seam of coal and is affected by the other natural elements (such as chlorine) which might also be present in the coal. We believe about 30-40% of the mercury in the post-combustion flue-gas exists in the oxidized state for power plants burning low-rank coal and about 60-70% for power plants burning high-rank coals. Mercury is found in only trace amounts in coal making it difficult to remove from coal or from the flue gas when combusted with the coal. It is in the burning of millions of tons of coal that these trace amounts become problematic and is why MATS was promulgated.46

~~The~~Table ~~other major pollution control system which contributes significantly to the co-benefits~~ of mercury removal is a SCR system which can be installed to achieve high levels of removal of NOX. SCRs are also very large and expensive systems (costing hundreds of millions of dollars in capital costs to install on a medium-size EGU) that are typically installed just after the flue-gas exits from the unit boiler. As a co-benefit, SCRs have been shown to oxidize a considerable percentage of the elemental mercury in many types of coal. If the EGU then has a combination of an SCR and a scrubber, we estimate that the EGU might achieve an overall reduction of 80-85% of the mercury in power plants that burn high-rank coals. The exact level of mercury emission reductions depends on the designs of these systems, the types of coal being burned and the operations of the power plant.Contents

WeIn ~~believe~~April 2024, ~~that~~we announced the ~~large~~introduction ~~majority~~ of ~~the~~our ~~coal-fired~~new ~~EGUs~~water intreatment business to address the ~~U.S.~~growing ~~employ~~potable ~~some~~(drinking) ~~sort~~water ofmarket with next-generation sorbent ~~injection~~technologies. ~~system~~These tonew ~~achieve~~solutions ~~the~~are ~~very~~being ~~low~~designed ~~mercury~~to ~~emission~~use ~~levels~~significantly ~~required~~less byactivated ~~the~~carbon, ~~MATS~~offering ~~rule.~~a ~~Either~~more ~~the~~environmentally ~~sorbent~~sustainable ~~injection~~approach ~~system~~to iswater ~~the~~treatment ~~primary~~while maintaining or improving contaminant removal ~~method~~performance. orOur ~~such~~products atarget ~~system~~not isonly ~~employed~~compliance aswith aemerging ~~supplemental~~PFAS ~~system~~regulations, tobut ~~SCR/scrubber~~also ~~combinations~~broader opportunities in water quality improvement positioning us to ~~achieve~~serve ~~the~~a ~~emission~~large ~~limits~~and expanding market.

~~Our~~As ~~Technology~~part of this strategic pivot, we have invested in the commissioning of two state-of-the-art laboratory facilities—one in Pennsylvania and one in North Dakota—referred to as our “Design Centers.” The Design Centers are dedicated sites for water treatment innovation and development. Together, we believe these facilities represent the only known facilities that have integrated capability in North America to thermally reactivate spent GAC under controlled conditions and subsequently conduct RSSCTs to directly compare reactivated GAC performance against virgin carbon counterparts. This combination allows us to evaluate reactivated GAC as a sustainable and cost-effective alternative to virgin carbon and address key water utility questions including how to optimize media changeout schedules, strategies to reduce operational costs, and provide lab-based validation of treatment performance for PFAS and other contaminants.

~~SEA®~~These ~~Technology~~Design Centers will also function as a direct resource for the water treatment industry, offering thermal reactivation, contaminant analysis, and carbon performance evaluations. By enabling municipal and industrial utilities to lower compliance costs and improve operational efficiency, we expect to build strong technical credibility and customer engagement ahead of large-scale market adoption. Importantly, we believe our technology platform is not solely dependent on PFAS regulations as market demand for improved water treatment solutions is broad.

Our ~~SEA®~~investment ~~technology provides total mercury control, providing solutions that are based on a thorough scientific understanding of actual and probable interactions involved~~ in ~~mercury~~our ~~capture~~Design inCenters ~~coal-fired~~also ~~flue~~serves ~~gas.~~as ~~A complete understanding of~~ the ~~complexity~~basis offor ~~mercury-sorbent-flue~~our ~~gas~~planned ~~interactions~~commercial ~~and~~thermal ~~chemisorption~~reactivation ~~mechanisms~~plants ~~allows~~which ~~for~~we ~~optimal~~intend ~~control~~to ~~strategy~~open and ~~product~~operate ~~formulation, resulting~~ in ~~effective~~the ~~mercury capture~~future. ~~Combined~~Data ~~with~~generated afrom ~~thorough~~the ~~proprietary~~Design ~~audit~~Centers ofis ~~the~~being ~~plant~~used ~~and~~to ~~its~~define ~~configuration~~permitting ~~and instrumentation~~requirements, wecapital ~~believe~~expenditure ~~our~~parameters, ~~complete science~~ and ~~engineering~~projected ~~approach~~operating ~~for~~costs ~~mercury-sorbent-flue~~accelerating ~~gas~~the ~~interactions~~commercialization ~~are~~timeline ~~well-understood,~~while ~~highly~~avoiding ~~predictive,~~costly ~~and~~future ~~critical~~reliance toon ~~delivering~~third-party ~~total mercury control~~providers.

~~The~~On ~~SEA®~~May 14, ~~approach~~2025, tothe ~~mercury~~EPA ~~capture~~under isthe ~~specifically~~new ~~tailored~~Trump ~~for~~Administration ~~each~~announced ~~application~~the toagency ~~match~~will akeep ~~customer’s~~the ~~coal~~regulations ~~type and boiler configuration~~ for ~~optimal~~PFOA ~~results~~and PFOS. ~~Our~~As ~~two-pronged~~part ~~solution consists~~ of athis ~~front-end~~action, ~~sorbent injected directly into~~ the ~~boiler~~EPA inalso ~~minimal~~announced ~~amounts~~its ~~combined~~intent ~~with a back-end sorbent injection solution~~ to ~~ensure~~extend ~~maximum~~the ~~mercury~~PFOA ~~capture.~~and WePFOS ~~believe~~MCL ~~our~~compliance ~~two-part~~deadlines ~~process uses fewer raw materials than other mercury capture systems~~ and ~~causes~~establish ~~less~~a ~~disruption~~federal toexemption ~~plant operations~~framework. WeAdditionally, ~~believe~~the ~~our~~EPA ~~sorbent~~announced ~~line,~~its ~~which~~intent isto ~~designed~~rescind tothe ~~meet~~regulations orand ~~exceed~~reconsider the ~~mercury~~regulatory ~~mitigation~~determinations ~~requirements~~for ofPFHxS, ~~our~~PFNA, ~~customers~~HFPO-DA/GenX), ~~offers superior performance~~ and the ~~lowest~~Hazard ~~possible~~Index ~~feed~~mixture ~~rates~~of ~~when~~these ~~compared~~three toPFAS ~~other~~plus ~~solutions~~PFBS onto ensure the ~~market.~~determinations ~~Our~~and ~~processes~~any ~~also~~resulting ~~preserve~~drinking ~~fly~~water ~~ash~~regulation ~~which~~follow ~~can~~the beSDWA ~~sold and recycled for beneficial use~~process.

40In ~~Table~~light of ~~Contents~~evolving water regulations and funding dynamics, we believe the Company is well positioned to capture a meaningful share in the rapidly growing water treatment sector.

~~Customized~~Marketing ~~Emissions~~and ~~Services~~Our Growth Strategy

InMercury order to evaluate each customer’s needs, we finely tune the combustion chemistry using our technologies and specially formulated products. In order to achieve optimal results, we bring mercury emission analytics to the field for our demonstrations as opposed to collecting samples for laboratory analysis, while our team analyzes the entire plant’s performance once compliance testing has begun. As a result, we are able to offer customers:Emissions

·Our ~~Assessment~~marketing ofefforts ~~existing~~have ~~systems~~principally ~~and~~focused ~~suggested~~on ~~improvements; · Assessment and guidance of mercury capture and emissions; · Optimal design of~~ the ~~injection~~North ~~strategy~~American ~~and~~market ~~appropriate~~to ~~equipment layout and installation; · Sorbent optimization using flow modeling for a customized~~date, ~~low-cost plan for each unit; · Emission testing for mercury~~ and ~~other~~particularly ~~trace~~the ~~metals~~United with our mobile laboratory; and · Ongoing research toward improved technology for mercury capture and rapid-response scientific support for emission or combustion issues as operations and regulations changeStates.

~~Our~~In ~~Growth~~the ~~Strategy~~U.S. market, our success depends, in part, on the success of demonstrations performed with utility customers and the resulting contract awards to meet the MATS requirements in the long-term period and its operational performance with EGUs under contract.

~~North~~In ~~American~~Canada, ~~Markets~~there are the 2000 Canada-wide Standards for ~~Our~~Mercury ~~Technologies~~Emissions and the 2006 Canada-wide Standards for Mercury Emissions from Coal-Fired Electric Power Generation Plants among all the provinces which was initially implemented in 2010, with caps in mercury emissions for each of the provinces. We believe that we have the most effective technology for the EGUs and that we maintain a strong patent position for our mercury emissions technologies in Canada.

~~North America is currently the largest market for our emissions technologies.~~47

InTable ~~the U.S. market, our success depends, in part, on the success~~ of ~~demonstrations performed with utility customers and the resulting contract awards to meet the MATS requirements in the long-term period and our operational performance with EGUs under contract.~~Contents

InOur ~~Canada,~~marketing ~~there~~strategy ~~are~~is ~~the~~designed ~~2000~~to ~~Canada-wide~~grow ~~Standards~~our ~~for~~mercury ~~Mercury~~capture ~~Emissions~~solutions in the North American region by building and maintaining the ~~2006~~reputation ~~Canada-wide~~and ~~Standards~~trust ~~for~~of ~~Mercury~~our ~~Emissions~~work ~~from~~among ~~Coal~~its customers -~~Fired~~ ~~Electric~~specifically ~~Power~~by ~~Generation~~carrying ~~Plants~~out ~~among~~successful ~~all~~demonstrations performed with utility customers and the ~~provinces~~resulting ~~which~~contract ~~was~~awards ~~initially~~to ~~implemented~~meet the MATS requirements in ~~2010,~~the long-term period and sustaining our operational performance with ~~caps~~EGUs inunder ~~mercury~~contract - ~~emissions~~and ~~for~~developing ~~each~~new, ofand ~~the~~refining ~~provinces~~our existing, unique emissions technologies. We believe wethat ~~have~~by ~~the~~offering ~~most~~proven ~~effective~~and ~~technology~~innovative ~~for~~service ~~the~~offerings, ~~EGUs~~we incan ~~Canada~~attract ~~and~~more acustomers ~~strong~~and ~~patent~~partners ~~position~~to ~~there~~our services, ~~given~~creating ~~our~~a ~~various~~network ~~registered~~growth ~~patents~~effect. ~~all~~We inexpect that the ~~field~~continuing pursuit of ~~reducing~~infringers ~~and~~of ~~removing~~our ~~mercury~~patented ~~emissions~~technologies will yield further licensing and supply agreements.

In 2010, we were awarded our first commercial contract to design, build, and install our solution on two large (670MW each) coal units in the western part of the U.S. This was a multi-million dollar, three year renewable contract, which was awarded as a result of a competitive demonstration process. We ~~invested~~believe ~~more~~that ~~than~~these ~~$1.4~~targeted ~~million~~marketing ininitiatives ~~the~~are ~~capital equipment for this project. Our systems out-performed~~ the ~~contract~~most ~~guarantees~~efficient ~~in all operational areas during startup~~ and ~~testing~~cost-effective ~~and~~strategy ~~went~~to ~~into~~sustain ~~commercial operation at~~ the ~~start~~growth of ~~2012.~~both ~~The~~new ~~system~~and ~~has~~existing ~~successfully kept the plant in compliance since 2012~~customers.

AtAs ~~the~~of ~~present~~December ~~time~~31, 2025, there ~~are~~were 16 EGUs in the U.S. that ~~currently~~ use our SEA® technologies. Weand ~~expect~~buy toproduct ~~continue~~from ~~to conduct numerous demonstrations on prospective customer units throughout the rest of 2021 and thereafter~~us.

~~Patent~~Other ~~Enforcement~~Possible Markets for Our Emissions Technologies

WeIn ~~believe~~May ~~that~~2017, the European Union and seven of its member states ratified the Minamata Convention on Mercury. The Minamata Convention on Mercury is a ~~significant~~global ~~percentage~~treaty to protect human health and the environment from the adverse effects of ~~coal-fired~~mercury. ~~power~~This ~~plants~~convention inwas a result of three years of meeting and negotiating, after which the ~~United~~text ~~States~~of the convention was approved by delegates representing approximately 140 countries in January 2013 in Geneva. As of December 31, 2025, 153 countries have ~~adopted~~joined ~~and~~the ~~are~~Convention. ~~infringing~~It ~~upon~~is ~~our~~expected ~~two-part~~that ~~Sorbent~~over ~~Enhancement~~the ~~Additive~~next ~~(SEA®)~~few ~~process~~decades, ~~for~~this international agreement will enhance the reduction of mercury ~~removal~~pollution from ~~coal-fired~~the ~~power~~targeted ~~plants~~activities responsible for the major release of mercury into the environment. ~~Since~~Specific ~~2018~~emissions limits are being developed by the European Union, wealthough ~~have~~the ~~engaged~~timing aof ~~Dallas-based~~any ~~intellectual~~enactment ~~property~~of ~~and~~such ~~business~~is ~~litigation~~uncertain. ~~firm~~Any such regulations may lead to ~~oversee~~additional ~~and~~business ~~spearhead~~opportunities for our ~~efforts~~mercury control technologies within the European Union although we do not currently pursue the European market and have no present plans to ~~protect~~enter ~~our~~that ~~intellectual~~market ~~property~~in the near term.

~~Beginning~~With inregard ~~2019, we began~~ to ~~actively~~business ~~enforce~~opportunities ~~our~~in ~~patent~~China ~~rights~~and ~~against~~other ~~unauthorized~~Asian ~~use~~countries, ofthere ~~our~~currently ~~patented~~exists ~~technologies~~no ~~(i.e.~~regulatory ~~infringers).~~requirement Inthat ~~July~~mandates ~~2019,~~the weuse ~~initiated~~of ~~our~~any ~~first~~particular ~~patent~~mercury ~~litigation~~capture ~~against four major owners and/~~or ~~operators~~control oftechnology. ~~coal-fired~~While ~~power~~regulatory ~~plants~~authorities in ~~the~~these ~~United~~regions ~~States~~continue ~~and~~to ~~certain~~evaluate ofair-emissions ~~their~~controls ~~affiliates~~more broadly, ~~along~~the ~~with~~adoption ~~certain other third parties in which we have claimed infringement~~ of ~~our~~additional ~~patents related to our two-part process for~~ mercury ~~removal from coal~~-~~fired~~specific ~~power~~requirements, ~~plants.~~and Wethe ~~have~~extent ~~entered~~to ~~into~~which ~~agreements~~such ~~with~~requirements ~~four~~could ofcreate ~~the~~demand ~~major~~for ~~defendants.~~our ~~Such~~technologies, ~~litigation~~ is ~~continuing~~uncertain ~~against~~and ~~the~~may ~~other~~not ~~parties~~occur. ~~See “Business – Legal Proceedings”.~~

~~Throughout~~Water the rest of 2021 and beyond, we expect to pursue other infringers and have already communicated with some. Although additional litigation may be necessary to enforce our intellectual property rights, we view this as a last resort. Our goal and overall strategy is to convert infringers to our supply chain of sorbent products for mercury removal, or otherwise license our patents to them on a non-exclusive basis in connection with their respective coal-fired power plants.Treatment

41Initially, ~~Table~~we ofintend ~~Contents~~to focus our marketing efforts on municipalities that have limited resources and engineering experience and offer shaped activated carbons (including reactivated GAC), testing and consulting services.

~~Other~~While ~~Markets~~the initial focus for ~~Our~~our ~~Emissions~~water ~~Technologies~~treatment technologies will be on the potable water market, we expect that our technologies will also be valuable for industrial wastewater treatment. Industrial wastewater is the liquid waste generated by industrial activities, including manufacturing, processing, and production facilities. It often contains pollutants such as organic matter, heavy metals, chemicals, oils, and other contaminants that must be treated before being discharged into the environment or reused. We believe our water treatment technologies will be well suited to address industrial wastewater challenges, providing contaminant removal and offering a practical pathway to management treatment costs.

In March 2018, we entered into an agreement for a term of ten years with one of our primary suppliers to commercialize our technology throughout Europe. Under the terms of the agreement, we had granted such supplier an exclusive, non-transferable license to make, use, sell, and market our technology during the term throughout Europe (which included Germany and Poland which currently have the largest coal fleets in Europe). Under the terms of the agreement, such supplier had the right to terminate at any time on no less than 30 days’ prior written notice. Pursuant to notice provided to us by such supplier on November 6, 2020, the supplier advised us that it had undertaken a review of its strategy in the mercury control market and had decided to terminate the agreement effective as of December 6, 2020. Prior to its termination, no revenues had been generated from such agreement. We intend to continue to pursue the European market although no assurance can be made that any such efforts will be successful. The European market is significant although not as large as the market in the U.S. We believe more coal-fired EGUs operate throughout Europe than in the U.S. but are generally smaller EGUs.

In May 2017, the European Union and seven of its member states ratified the Minamata Convention on Mercury, which triggered its entry into force with implementation starting in 2021. The Minamata Convention on Mercury is a global treaty to protect human health and the environment from the adverse effects of mercury. This Convention was a result of three years of meeting and negotiating, after which the text of the Convention was approved by delegates representing approximately 140 countries in January 2013 in Geneva and adopted and signed later that year in October 2013 by approximately 125 countries at a diplomatic conference held in Japan. It is expected that over the next few decades, this international agreement will enhance the reduction of mercury pollution from the targeted activities responsible for the major release of mercury to the environment.

In addition, in July 2017, the European Union, through the European Commission, adopted certain BREF standards for large coal-fired electric generating units. The BREFs are a series of reference documents covering certain industrial activities and provide descriptions of a range of industrial processes and their respective operating conditions and emission rates. Member states are required to take these documents into account when determining best available techniques. As a result of the EU’s adoption of these BREF conclusions, specific emissions limits are currently being developed.

With regard to business opportunities in China and other Asian countries, there currently exists no specific mandate for mercury capture that requires specific control technology. Nevertheless, we are optimistic of the prospects for mercury emissions regulations in China and Southeast Asia in the coming years, and because we have very broad patent rights in China, this has the potential to become a large business opportunity for us in future years. It is estimated that China represents approximately 50% of the world’s electric production from coal compared to the United States which represents 14%. We are hopeful that as a result of the Minamata Convention, China as well as other countries will follow the U.S. in regulating mercury emissions.

Additional Business Opportunities

InPursuant ~~October~~to ~~2019~~the Dakin Agreement, we ~~entered~~also ~~into~~maintain a license ~~and~~with ~~development~~respect ~~agreement~~to ~~with~~certain aintellectual ~~nonrelated~~property ~~third~~owned ~~party~~by ~~located~~Dakin, inconsisting ~~Alabama~~of ~~pursuant~~a toproprietary ~~which~~compound ~~the~~of ~~parties~~materials ~~have~~engineered ~~been~~to ~~developing~~treat a ~~plan~~boiler to ~~commercialize~~improve the combustion process and ~~market~~thereby ~~certain~~reduce ~~technology~~overall ~~owned~~emissions, bywhile ~~such~~improving ~~entity~~boiler ~~related~~efficiency toduring the ~~removal~~combustion of ~~mercury~~all ~~from~~types ~~air~~of ~~and~~fuels ~~water~~at power plants. We believe that the Dakin IP can be an effective supplement to our mercury emissions ~~generated~~removal bybusiness at coal-fired ~~burning~~ power plants. ~~Although~~and noprovide ~~assurance~~an ~~can~~additional berevenue ~~given~~stream utilizing our present infrastructure. However, wethere ~~are~~can ~~optimistic~~be no assurance that ~~this~~such ~~arrangement~~license will lead to aany ~~new~~significant ~~revenue~~revenues. ~~stream~~For ~~for~~additional usinformation, insee the ~~future~~section entitled “Certain Relationships and Related Party Transactions”.

~~During~~Industry ~~the~~Background ~~first quarter of 2021, we announced that we are in the process of developing a proprietary methane gas emissions control technology which we believe can be adopted within the oil~~ and ~~gas~~Governmental industry. Methane is emitted from oil and gas operations worldwide and is believed to be a contributor to global warming. Methane is considered a greenhouse gas, like carbon dioxide. While we have not established a timeline for the introduction of our technology, we hope to be able to commercialize our efforts in 2022 and thereafter.Regulations

42The ~~Table~~market offor ~~Contents~~mercury removal from power plant emissions in the United States has largely been driven by federal regulations.

In addition, during the first quarter of 2021, we announced new technologies under development intended to improve the processing of REEs in North America. Currently, most of the demand for REEs in the United States is purchased from China. REEs are commonly used today in automobile catalysts and petroleum refining catalysts, televisions, magnets, batteries and medical devices. Our new technologies are under development in conjunction with our collaboration with the Alabama third party entity mentioned above and its affiliates. Such technologies focus on improving the cost of extracting rare earth minerals along with improving the environmental footprint of extracting those REEs from their solvent state. While there is no established timeline for the introduction of these technologies after further testing is performed, we hope that if such further testing is successful, these technologies can be commercialized in 2022 and thereafter.48

~~Our~~Table ~~Sales~~of ~~and Marketing~~Contents

~~Our~~On ~~marketing~~December ~~strategy~~21, 2011, the EPA announced MATS for power plants in the U.S. The MATS rule is ~~designed~~intended to ~~grow~~reduce ~~our~~air ~~mercury~~emissions ~~capture~~of ~~solutions~~heavy inmetals, including Hg, from all major U.S. power plants burning coal or oil, which are the ~~North~~leading ~~American~~source ~~region~~of bynon-natural ~~building~~mercury ~~and~~emissions ~~maintaining~~in the ~~reputation~~U.S. ~~and~~Existing ~~trust~~power ofplants ~~our~~were ~~work~~granted ~~among~~three ~~our~~years ~~customers—specifically~~(plus bya ~~carrying~~potential ~~out~~one-year ~~successful~~extension ~~demonstrations~~in ~~performed~~cases ~~with~~of ~~utility~~hardship, ~~customers~~ruled ~~and~~on by state EPAs where the ~~resulting~~plant ~~contract~~is ~~awards~~domiciled) from April 16, 2012 to ~~meet~~comply with the new emission limits. The MATS ~~requirements~~rule inapplies to EGUs that are larger than 25 MW that burn coal or oil for the ~~long-term~~purpose ~~period~~of generating electricity for sale and ~~sustaining~~distribution ~~our~~through ~~operational~~the ~~performance~~national ~~with~~electric ~~EGUs~~grid ~~under~~to ~~contract—~~the public, and ~~developing~~includes ~~new~~investor-owned units, as well as units owned by the federal government, municipalities, and ~~refining~~cooperatives ~~our~~that ~~existing~~provide electricity for commercial, ~~unique~~industrial, ~~emissions~~and ~~technologies~~residential uses. WeAt ~~believe~~the time that byMATS ~~offering~~was ~~proven~~promulgated, ~~and~~there ~~innovative~~were ~~service~~approximately ~~offerings~~1,250 wecoal-fired ~~can~~EGUs ~~attract~~affected ~~more~~by ~~customers~~this rule. Many EGUs have since shut down as a result of regulation and ~~partners~~competitive disadvantages to ~~our~~newer ~~services,~~or ~~creating~~gas-fired aEGUs ~~network~~and ~~growth~~renewable ~~effect~~energy sources (e.g. wind and solar). We believe that at December 31, 2025, there were approximately 400 coal-fired EGUs remaining in the power market which make up the large mercury-emissions control market into which we sell.

WeIn ~~believe~~April 2023, ~~that~~the ~~targeted~~EPA ~~marketing~~issued ~~initiatives~~a proposal to strengthen and ~~customer~~update ~~referrals~~MATS. ~~are~~Such ~~the~~proposal ~~most~~was ~~efficient~~finalized and ~~cost-effective~~published ~~strategy~~in toMay 2024 ~~sustain~~with ~~the~~an ~~growth~~effective date of ~~both~~July 8, ~~our~~2024 ~~new~~which, among other things, strengthens and updates MATS for coal-fired power plants and tightens the emission standard for mercury for existing ~~customers~~lignite-fired power plants to a level that is aligned with the mercury standard that other coal-fired power plants have been achieving under MATS.

~~Our~~On ~~Operations~~March 12, 2025, the newly appointed EPA administrator under the Trump Administration announced plans to roll back dozens of environmental regulations, including the reconsideration of the MATS regulation. On April 8, 2025, President Trump signed a Proclamation exempting certain stationary sources, identified in Annex 1 of the Proclamation, from compliance with the 2024 updated MATS Rule. As set out in the Proclamation, the President’s exemption lasts for a period of two years beyond the updated Rule’s compliance date -- i.e., for the period beginning July 8, 2027, and concluding July 8, 2029. During the two-year period, these stationary sources identified in Annex 1 are subject to the compliance obligations that they are currently subject to under MATS, as the MATS Rule existed prior to the 2024 update. Annex 1 identifies 47 plant owners and over 60 power plants provided such exemption, which list includes a number of our customers.

In June 2025, the EPA proposed to repeal certain amendments finalized in 2024 to the MATS Rule and return compliance obligations to the MATS standards which existed prior to the 2024 update. On December 23, 2025, the EPA submitted a draft of the final action to the OMB for interagency review under Executive Order 12866. Following completion of the OMB interagency review process, in accordance with OMB Memorandum M-25-36, section 1.A., the EPA expects that the Administrator of the Office of Information and Regulatory Affairs of the OMB will finalize the action by the end of January 2026.

In addition to the U.S. federal MATS rule, certain states currently have regulations that limit mercury emissions and are similar to or more restrictive than the MATS rule.

There are several choices of pollution control technologies available to reduce mercury emissions, but they do not all work consistently or cost-effectively for every plant design or for all of the various types of coal. The most common technology employed to reduce mercury emissions is a sorbent injection system which provides for the injection of PAC or BAC into the flue-gas of an EGU after the boiler itself but in front of the ESP. Such injections have proven effective with many coals, especially at reduction levels of 70% or less. At required mercury reduction levels above 80%, these injection systems require substantial injection rates which often have severe operational issues including over-loading the ESP and rendering the fly ash unfit for sale to concrete companies, and at times even causing combustion concerns with the fly ash itself.

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Mercury is also removed as a co-benefit by special pollution control equipment installed to remove SOX and NOX. To achieve very high levels of SOX reduction, large, complex, and expensive (with capital costs in the hundreds of millions of dollars for a medium-sized EGU) systems called scrubbers can be installed in the plant exhaust system, typically just before the flue-gas goes up the stack for release. As a co-benefit to their primary mission, scrubbers have been shown to remove significant quantities of oxidized mercury. Mercury is typically found in two basic forms in coal: elemental and oxidized. The amount of each form varies in any given seam of coal and is affected by the other natural elements (such as chlorine) which might also be present in the coal. We believe that about 30-40% of the mercury in the post-combustion flue-gas exists in the oxidized state for power plants burning low-rank coal and about 60-70% for power plants burning high-rank coals. Mercury is found in only trace amounts in coal making it difficult to remove from coal or from the flue-gas when combusted with the coal. It is in the burning of millions of tons of coal that these trace amounts become problematic and is why MATS was promulgated.

The other major pollution control system which contributes significantly to the co-benefits of mercury removal is an SCR system which can be installed to achieve high levels of removal of NOX. SCRs are also very large and expensive systems (costing hundreds of millions of dollars in capital costs to install on a medium-size EGU) that are typically installed just after the flue-gas exits from the unit boiler. As a co-benefit, SCRs have been shown to oxidize a considerable percentage of the elemental mercury in many types of coal. If the EGU then has a combination of an SCR and a scrubber, we estimate that the EGU might achieve an over-all reduction of 80-85% of the mercury in power plants that burn high-rank coals. The exact level of mercury emission reductions depends on the designs of these systems, the types of coal being burned and the operations of the power plant.

In the United States, potable water treatment is regulated primarily by the EPA under the SDWA. The SDWA was originally passed by Congress in 1974 to protect public health by regulating the nation’s public drinking water supply. The law was amended in 1986 and 1996 and requires many actions to protect drinking water and its sources-rivers, lakes, reservoirs, springs, and ground water wells. (The SDWA does not regulate private wells which serve fewer than 25 individuals.) The SDWA authorizes the EPA to set national health-based standards for drinking water to protect against both naturally-occurring and man-made contaminants that may be found in drinking water. The SDWA covers water quality standards, treatment processes, and monitoring requirements for public water systems.

The EPA has set MCLs for specific contaminants in drinking water. These include: microbial contaminants like bacteria, viruses, and protozoa (e.g., E. coli and cryptosporidium); inorganic contaminants like lead, arsenic, and nitrates; organic contaminants like pesticides and solvents; radionuclides like radon and uranium; and, disinfectants and disinfection by-products like chlorine and THMs. Water systems must treat water to meet these MCLs or achieve a level that minimizes the risk to public health.

In April 2024, the EPA issued the first-ever national, enforceable drinking water standard to protect communities from exposure to harmful PFAS, also known as “forever chemicals”. The Rule sets limits for five individual PFAS: PFOA, PFOS, PFNA, PFHxS, and HFPO-DA/GenX). The Rule also sets a hazard index level for two or more of four PFAS as a mixture: PFNA, PFHxS, HFPO-DA, and PFBS. Under the Rule, public water systems must monitor these PFAS and must complete initial monitoring by 2027, followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of these PFAS in their drinking water beginning in 2027. Public water systems must implement solutions by 2029 that reduce these PFAS if monitoring shows that drinking water levels exceed the MCLs set forth in the Rule. By 2029, public water systems that have PFAS in drinking water which violates one or more of these MCLs must take action to reduce levels of these PFAS in their drinking water and must provide notification to the public of the violation.

The EPA has indicated that compliance with this Rule is estimated to cost approximately $1.5 billion annually. The Infrastructure Investment and Jobs Act has dedicated $9 billion to help communities impacted by PFAS pollution in drinking water. In addition, another $12 billion in Infrastructure Investment and Jobs Act funding is available to communities to make general drinking water improvements, including addressing PFAS chemicals. Estimated costs include water system monitoring, communicating with customers, and - if necessary - installing treatment technologies.

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On May 14, 2025, the EPA under the new Trump Administration announced the agency will keep the regulations for PFOA and PFOS. As part of this action, EPA also announced its intent to extend the PFOA and PFOS Maximum Contaminant Level compliance deadlines and establish a federal exemption framework. Additionally, the EPA announced its intent to rescind the regulations and reconsider the regulatory determinations for PFHxS, PFNA, HFPO-DA/GenX), and the Hazard Index mixture of these three PFAS plus PFBS to ensure the determinations and any resulting drinking water regulation follow the SDWA process.

Patents and Trademarks

Our SEA® technology was originally developed by the University of North Dakota’s Energy and Environmental Research Center. It was tested and refined on numerous operating coal-fired EGUs, with the founder of our wholly-owned subsidiary participating with the Energy and Environmental Research Center on these tests since 2008. The Energy and Environmental Research Center Foundation, a non-profit entity, obtained patents on this technology. Between 2009 and 2017, we maintained an exclusive worldwide license with respect to this patented technology, which applied to various domestic and foreign patents and patent applications. Such formed the basis of our mercury control technology. On April 24, 2017, we acquired from The Energy and Environmental Research Center Foundation all such patent rights, including all patents and patents pending, domestic and foreign, relating to the foregoing technology.

As of December 31, 2025, our patent portfolio relating to mercury removal included 18 granted patents worldwide, consisting of 14 U.S. patents and 4 foreign patents (Canada, Europe and China), with stated expiration dates ranging from January 2026 to August 2034. Between August and October 2025, 12 U.S. Patents and 2 foreign patents relating to mercury removal expired. We continue to maintain a portfolio of patents relating to mercury removal in the U.S. and abroad.

With regard to our water treatment technologies, we have to date filed two provisional patent applications in the U.S. relating to water treatment. We have also filed two PCT applications and one U.S. patent application. However, these applications do not provide enforceable patent rights unless they are successfully granted by the PCT and U.S. Patent and Trademark Office. There is no assurance that our pending applications will result in issued patents, or that any patents granted will provide meaningful protection against competitors.

Competition

We operate in highly competitive industries that are characterized by a diverse range of participants, including companies that operate in both the mercury capture and water treatment industries. Our major competitors in the mercury capture and water treatment markets includes companies such as Arq, Inc. (formerly Advanced Emissions Solutions, Inc.), Norit Activated Carbon, Calgon Carbon Corporation, and Nalco Company LLC (also known as Nalco Water, an Ecolab company). Many of our competitors employ larger sales staff and are well established in the market with greater financial and operational resources. However, in most head-to-head tests with competitor products in the mercury capture market, our SEA® technology has consistently performed better in mercury removal, at lower projected costs. We believe that our SEA® technology is superior to offerings of our competitors and, with our highly experienced staff, we have shown that we can compete effectively in this market. In the water treatment market, our competitive strategy will focus on delivering tailored and cost-effective water treatment solutions, innovative technologies, and exceptional customer service to meet the specific needs of our clients. While the industry faces ongoing regulatory and technological advancements, we believe our industry expertise and focus on customer relationships will position us to effectively compete and grow within the water treatment market.

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Raw Materials

We buy all of the raw materials needed to implement our technologies and provide ~~uniquely~~our formulated products ~~for effective mercury removal. Material components of our proprietary SEA® technology are readily available~~ from ~~numerous~~third-party ~~sources in the market~~suppliers. Suppliers of our raw materials include large companies that have provided materials for decades and have an international presence. When we use PAC as one component of our sorbent material, we buy it in the market from large activated carbon manufacturers. We believe that we have excellent relationships with our current suppliers. If any of our suppliers should become unavailable to us for any reason, there are a number of other suppliers that we believe can be contracted with ~~expeditiously~~ to supply the raw materials that we need. However, ~~ensuring~~the aavailability ~~continued~~and ~~supply~~price of those raw materials can be impacted by factors beyond our ~~products~~control including any price increases due to inflation. If such suppliers cannot meet our demand for such raw materials on a timely basis or at acceptable prices or if we are unable to offset any such increases that might occur with price adjustments to our customers, such could have a negative effect on our operations.

Seasonality

~~The~~Our ~~power~~products ~~market~~and ~~has~~services ~~changed~~for ~~over~~mercury ~~recent~~capture ~~years~~are ~~with~~connected to the ~~introduction~~power ofmarket. ~~more~~This ~~renewable~~market ~~energy,~~has ~~the~~changed ~~comparatively~~over ~~low price of natural gas~~recent years, ~~and~~creating ~~the declining industrial demand for continuous power resulting in~~ a greater proportional residential load demand. With this shift in demand and load, we have experienced some seasonal ~~declines~~changes in ~~the~~billing ~~winter~~cycles ~~months~~as ~~due to~~ our current customer concentration is in the ~~Southwestern~~southwestern United States, where many of our customers decrease capacity in such winter months, unless there are abnormally low temperatures during such winter months. The price and availability of natural gas and renewables can also influence the amount of generation provided by coal-fired plants.

~~Our~~In ~~Competition~~the water treatment market, we expect there will be a greater demand for our products and services in the summer months when higher temperatures lead to more water usage and warmer temperatures tend to promote algae growth and create ideal conditions for bacteria, viruses and parasites to thrive.

Our major competitors in the U.S. and Canada include companies such as Advanced Emissions Solutions, Inc., Albemarle Corporation, Cabot Corporation, Calgon Carbon Corporation, Carbonxt, Inc., Environmental Energy Services Inc., and Nalco Company. These companies employ large sales staff and are well positioned in the market. However, in head-to-head tests with competitor products our SEA® technology has consistently performed better in mercury removal, at lower projected costs. We believe that our SEA® technology is superior to offerings of our competitors and, with our highly experienced staff, we have shown that we can compete effectively in these markets.Employees

43As ~~Table~~ of ~~Contents~~December 31, 2025, we had 14 full-time and 6 part-time employees. Our employees are not represented by labor unions. We believe that relations with our employees are good.

~~Our Intellectual Property~~Properties

We ~~have~~lease a ~~patent~~warehouse ~~portfolio~~in Corsicana, Texas, consisting of 40approximately ~~active~~20,000 ~~patents~~square ~~throughout~~feet, ~~the~~which ~~U.S.,~~we ~~Canada,~~have ~~Europe,~~leased ~~and~~since ~~China~~December 2019 and 7 ~~patents~~which ~~pending~~we ~~applications.~~use Wefor ~~believe~~manufacturing ~~that~~and ~~our~~distribution ~~patent~~of ~~position~~our isproducts. ~~strong~~Such lease in ~~the U.S.~~Corsicana, ~~Canada,~~Texas ~~and~~expires ~~Europe~~March 31, 2029.

~~Our~~Since ~~Employees~~August 2024, we have leased laboratory space in Grand Forks, North Dakota, and since November 2024, we have leased additional laboratory space in State College, Pennsylvania. Each lease has a three-year term, with an option to extend for an additional term of three years. Such laboratories are used for research and development and will be able to offer other services such as carbon activation, thermal reactivation, and regeneration, contaminant analysis and carbon evaluations and recommendations.

We currently have 11 full-time employees. Our employees are not represented by labor unions. We believe that relations with our employees are good.

Our Properties

We lease a warehouse in Corsicana, Texas consisting of approximately 20,000 square feet which we use for manufacturing and distribution of our products. As of December 2019, we relocated our corporate headquarters to such location which corporate headquarters prior thereto were maintained in Lewis Center, Ohio. Such lease in Corsicana, Texas expires March 31, 2024.

Legal Proceedings

OnWe ~~July~~have ~~17,~~commenced ~~2019,~~multiple ~~we initiated~~ patent ~~litigation against certain defendants in the U.S. District Court for the District of Delaware for~~ infringement oflawsuits ~~United States Patent Nos. 10,343,114 (the “‘114 Patent”) and 8,168,147 (the “‘147 Patent”) owned by the Company. These patents relate~~ to enforce our proprietary two-part ~~Sorbent Enhancement Additive (~~SEA®) process for mercury removal from coal-fired power plants. ~~Named~~These ~~as defendants in the lawsuit are (i) Vistra Energy Corp.~~actions, ~~AEP~~filed ~~Generation~~between ~~Resources~~2019 ~~Inc., NRG Energy, Inc., Talen Energy Corporation,~~ and ~~certain of their respective affiliated entities~~2025, ~~all~~target ofvarious ~~which are owners and/or~~ operators of coal-fired power plants ~~in the United States,~~ and ~~(ii)~~refined Arthur J. Gallagher & Co., DTE REF Holdings, LLC, CERT Coal Holdings LLC, Chem-Mod LLC, and certain of their respective affiliated entities, and additional named and unnamed defendants, all of which operate or are involved in operations of coal ~~facilities~~producers inwhom ~~the United States. In the lawsuit,~~ we allege ~~that~~have ~~each of the defendants has~~ willfully infringed our ~~‘114~~patent ~~Patent~~rights. ~~and~~We ~~‘147~~are ~~Patent~~seeking ~~and~~damages, ~~seek~~injunctive arelief, ~~permanent~~and ~~injunction~~other ~~from~~remedies ~~further~~in ~~acts~~each of ~~infringement~~these ~~and monetary damages~~proceedings.

~~During~~Delaware ~~2020,~~District ~~each~~Court of the four major utility defendants—Vistra Energy Corp., AEP Generation Resources Inc., NRG Energy, Inc., and Talen Energy Corporation—in the above action filed petitions for Inter Partes Review with the United States Patent and Trademark Office, seeking to invalidate certain claims to the patents which are subject to the litigation.Action

~~Between~~In July ~~2020 and January 2021~~ 2019, we ~~entered~~initiated ~~into~~patent ~~agreements~~litigation ~~with~~against ~~each~~various ofdefendants in the ~~four~~U.S. ~~major~~District ~~utility~~Court ~~defendants~~for inthe ~~such~~District ~~action~~of Delaware, which included ~~certain~~(i) Vistra ~~monetary~~Energy ~~arrangements~~Corp., ~~and~~AEP ~~pursuant~~Generation toResources Inc., ~~which~~NRG weEnergy, Inc., ~~have~~Talen ~~dismissed~~Energy ~~all~~Corporation, ~~claims~~and ~~brought~~certain ~~against each~~ of ~~them~~their ~~and~~respective ~~their~~affiliated ~~affiliates~~entities, ~~and~~all ~~such~~of ~~parties~~which ~~have~~are ~~withdrawn~~owners ~~from~~and/or ~~petitions~~operators ~~for~~of ~~Inter~~coal-fired ~~Partes~~power ~~Review~~plants ~~with~~in the United States, ~~Patent~~ and ~~Trademark~~(ii) Arthur ~~Office~~J. ~~Such~~Gallagher & ~~agreements~~Co., ~~entered~~DTE ~~into~~REF ~~with~~Holdings, ~~such~~LLC, ~~parties~~CERT ~~provide~~Coal ~~each~~Holdings ofLLC, ~~them~~Chem-Mod LLC, and ~~their~~certain ~~affiliates~~of ~~with~~their arespective ~~non-exclusive~~affiliated ~~license~~entities, toand ~~certain~~additional ~~Company~~named ~~patents~~and ~~(related~~unnamed todefendants, ~~our~~all ~~two-part~~of ~~Sorbent~~which ~~Enhancement~~operated ~~Additive~~or ~~(SEA®)~~were ~~process)~~involved ~~for use~~ in ~~connection~~operations ~~with~~of ~~such~~refined ~~parties’~~ coal~~-fired~~ ~~power~~facilities ~~plants.~~in ~~One of~~ the ~~agreements~~United ~~has facilitated an ongoing business relationship with that party~~States.

The above described proceedings are continuing with respect to the other parties involved. On May 20, 2021, a U.S. District Court Magistrate Judge issued a report and recommendation that the above action should be permitted to proceed against 16 refined coal defendants named in the action directly involved in the refined coal program and operations, and be dismissed against 12 other defendants, primarily affiliated entities of the refined coal operators. Such report was issued in connection with certain motions to dismiss filed by the refined coal defendants. We recently received approval from the District Judge of the U.S. District Court in Delaware of the adoption of this report and recommendation of the Magistrate Judge to allow us to proceed with litigation claims against certain refined coal entities providing exciting forward momentum in our significant lawsuit to rightfully protect our patented technology for mercury emissions capture.52

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Between July 2020 and January 2021, we entered into agreements with each of the four major utility defendants, which included certain monetary arrangements and pursuant to which we dismissed all claims brought against each of them and their affiliates.

In November 2023, we entered into a confidential binding term sheet with Arthur J. Gallagher & Co., and various of its affiliated entities, and DTE Energy Resources LLC and various of its affiliated entities, to resolve the patent litigation. Pursuant to the term sheet, all claims and counterclaims asserted by the parties in such patent litigation have been dismissed with prejudice, although such term sheet does not affect any other claim brought against the remaining CERT defendants. In November 2023, Alistar Enterprises, LLC, one of the remaining CERT defendants, entered into a settlement agreement with us.

In December 2023, and in connection with the term sheet described above, the Company, along with its wholly-owned subsidiary, MES, Inc., and (a) Chem-Mod LLC (“Chem-Mod”), (b) Arthur J. Gallagher & Co. and AJG Coal, LLC, and (c) DTE Energy Co. and DTE Energy Resources, LLC, entered into a paid license of U.S. Patent No. 8,168,147, U.S. Patent No. 10,343,114, U.S. Patent No. 10,589,225, U.S. Patent No. 10,596,517 and U.S. Patent No. 10,668,430 and their foreign equivalents and related patent applications and patents, which licenses the use of refined coal or the Chem-Mod Solution in conjunction with activated carbon. This license applies to Chem-Mod and certain of its licensees, sub-licensees, and their customers, for the remaining term of such patents. By its terms, the license does not cover the use of activated carbon with coal that is not either refined coal or coal made by or for use with the Chem-Mod Solution in a manner authorized by the license. The parties to the license have mutually released all claims that any past use of the Chem-Mod Solution in connection with the production or use of refined coal with activated carbon by entities other than the CERT defendants and their customers infringes the asserted patents and related intellectual property, and all claims that could have been brought challenging the validity of such patents. The remaining CERT defendants and their customers (for activities relating to the CERT defendants) were not included within the scope of the license.

The case proceeded to trial in February 2024 against the remaining CERT defendants. On March 1, 2024, a federal jury returned a $57.1 million verdict in favor of the Company against the remaining CERT defendants, finding willful infringement of the Company’s patented technologies and holding the defendants liable for inducing and contributory infringement. Such group of affiliated defendants included multiple limited liability companies with refined coal industry operations, including CERT Operations II LLC, CERT Operations IV LLC, CERT Operations V LLC, and CERT Operations RCB LLC. Following the trial, the Court entered non-final judgments on the verdict against the CERT defendants and the parties submitted post-trial motions relating to the jury trial. The CERT defendants also asserted that the Company’s claims were barred due to their defense that they had an implied license to the asserted patents. A bench trial was held on such issue. On June 10, 2025, the Court ruled that the CERT defendants failed to prove that they had such an implied license and denied their motion to alter or amend the non-final judgment. On September 25, 2025, the Court issued a Memorandum Opinion and Order denying the CERT defendants’ post-trial motion that they should not be held liable as a matter of law for induced infringement, contributory infringement or willful infringement, and on November 20, 2025, the Court issued a Memorandum Opinion and Order denying the CERT defendants’ post-trial motion for a new trial on the issues of induced infringement, contributory infringement, willful infringement and damages. Thereafter, on December 17, 2025, the Court issued a memorandum order granting the Company’s request for pre- and post-judgment interest, and denying the Company’s request for enhanced damages. Following resolution of all post-trial motions, the Court issued the final judgment in favor of the Company on December 29, 2025 in the total amount of $78,397,157.05, which amount includes pre-judgment interest.

2024-2025 Patent Infringement Actions

In July 2024, we commenced three additional patent infringement lawsuits in U.S. District Courts in Arizona, Iowa and Missouri against multiple utilities and related entities. These actions allege willful infringement of the Company’s patents related to mercury emissions control. Named as defendants in the action filed in the U.S. District Court for the District of Arizona were Tucson Electric Power Co., San Carlos Resources, Inc., Salt River Project Agricultural Improvement and Power District, Tri-State Generation and Transmission Association, Inc., Springerville Unit 3 Holding LLC, and Springerville Unit 3 Partnership LP. Named as defendants in the action filed in the U.S. District Court for the Southern District of Iowa were Berkshire Hathaway Energy Company, MidAmerican Energy Company, PacifiCorp, Alliant Energy Corporation, Interstate Power and Light Company, and Wisconsin Power and Light Company, and named as defendants in the action filed in the U.S. District Court for the Eastern District of Missouri were Ameren Corp. and Union Electric Co.

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In October 2024, we entered into an agreement with one of the utility defendants and an affiliated entity in the Arizona action, and in January 2025, we entered into an agreement with another utility named in the Arizona action. Such agreements provide such parties and their affiliates with a non-exclusive license to certain Company patents related to the Company’s two-part SEA® process for use in connection with a certain designated coal-fired power plant operated by them. The agreements include one-time license fees which have been received by the Company. One agreement provides the Company with a right of first refusal for certain of such utility’s product supply for mercury emissions capture at such designated power plant and the other agreement provides the Company with the right to be included in such party’s bidding process for certain product supply for mercury emissions capture at such party’s designated power plant.

On December 17, 2024, the U.S. Judicial Panel on Multidistrict Litigation ordered the consolidation of the three lawsuits in the U.S. District Court for the Southern District of Iowa for coordinated pretrial proceedings. In January 2025, we initiated an additional infringement suit in the Western District of Missouri against several Evergy-affiliated entities. Named as defendants in the action were Evergy, Inc., Evergy Metro Inc., Evergy Missouri West, Inc. and Evergy Kansas Central, Inc. One of such defendants was dismissed from the Western District of Missouri action and named as a defendant in a separate case commenced in the U.S. District Court for the District of Kansas. Such cases were transferred to the Iowa court pursuant to the existing transfer order.

Between January and July 2025, certain defendants in the consolidated Iowa actions filed IPR petitions with the PTO seeking to invalidate various asserted claims.

Effective as of August 5, 2025, we entered into separate agreements with two utilities, which are affiliated with each other, and named as defendants in the Southern District of Iowa action. In addition, as of September 9, 2025, we entered into an agreement with a utility and its affiliated entities, named as defendants in the Western District of Missouri and District of Kansas actions. Such agreements provide such parties and their affiliates with a non-exclusive license to certain Company patents related to the Company’s two-part SEA® process for use in connection with certain designated coal-fired power plants operated by them. Each agreement includes a one-time license fee. The agreements, effective as of August 5, 2025 and entered into with the two utilities, provide the Company with the right to be included in each utility’s bidding process for certain product supply for mercury emissions capture at such party’s operated power plants. Such two utilities have also agreed to withdraw from the IPR petitions.

Effective as of September 30, 2025, we entered into an agreement with another utility not named as a defendant in our patent litigations, but a party to the IPR petitions filed with the PTO. Such agreement provides such utility and its affiliates with a with a non-exclusive license to certain Company patents related to the Company’s two-part SEA® process for use in connection with a certain designated coal-fired power plant operated by them. Such agreement includes a one-time license fee and provides the Company with the right to be included in such party’s bidding process for certain product supply for mercury emissions capture at such party’s designated power plant. Such party has agreed to withdraw from IPR petitions.

As described above, between January and April 2025, certain defendants in the consolidated Iowa actions filed IPR petitions seeking to invalidate various asserted claims. In September and October 2025, the PTAB granted the institution of the review of certain of the Company’s asserted patents. The Company requested that the PTO Director review those decisions. On October 13, 2025, the Court in the consolidated Iowa actions ruled to stay the litigation pending completion of the IPR process in the PTAB. On November 25, 2025, in response to the Company’s request for review, the PTO Director ordered the PTAB to reconsider most of its institution decisions from September and October 2025. No assurance can be given as to the ultimate outcome of these proceedings.

Other than the foregoing, there are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers, or affiliates are involved in a proceeding adverse to our business or has a material interest adverse to our business.

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MANAGEMENT

The following table sets forth certain information as of ~~the~~January ~~date~~9, of2026 ~~this prospectus~~ about our executive officers and members of our ~~board~~Board of ~~directors~~Directors.

Name	Age	Position
Richard MacPherson	66	President and Chief Executive Officer, Director
Christopher Greenberg	55	Chairman of the Board, Director
John Pavlish	62	Senior Vice President and Chief Technology Officer
James Trettel	52	Vice President of Operations
David M. Kaye	66	Secretary, Director
Jami L. Satterthwaite	41	Chief Financial Officer


Name		Age		Position
Richard MacPherson		70		President, Chief Executive Officer, Secretary and Chairman of the Board of Directors
John Pavlish		67		Senior Vice President and Chief Technology Officer
James Trettel		57		Executive Vice President of Operations
Fiona Fitzmaurice		44		Chief Financial Officer
David M. Kaye		71		Director
Troy Grant		52		Director
Mitzi H. Coogler		55		Director

Executive Officers

Richard MacPherson has been a ~~Director~~director of the Company since June 2011 and the Chairman of our Board of Directors since July 2025. Mr. MacPherson has served as President and Chief Executive Officer of the Company since March 2015 and was appointed as Secretary of the Company in June 2023. Mr. MacPherson is the founder of MES, Inc. (current subsidiary and operating company of the Company) and had been its Chief Executive Officer from 2008 until 2011. From 2011 to March 2015, Mr. MacPherson served as Vice President of Business Development of the Company. ~~Over~~Since ~~the past 10 years~~2008, Mr. MacPherson has worked with industry leading scientists and engineers to bring the Company’s technology from the R&D phase, through multiple product development stages, to the final commercialization phase, acting as the lead on all required initiatives and activities. He has been a senior-level executive in the services industry for over 25 years. Mr. MacPherson brings extensive start-up and business development knowledge, applied and proven through his corporate experience throughout the United States and Canada. He has worked in multiple industries, such as electric utilities, communications, and marketing, as well as in several entrepreneurial ventures in the communications, hospitality, geological, and real estate development industries. We believe that Mr. MacPherson’s deep experience in business and strong leadership skills, coupled with being the founder of our operating subsidiary and his extensive knowledge of our technology, qualifies him to serve on our ~~board~~Board of Directors.

John Pavlish has been Senior Vice President and Chief ~~Technical~~Technology Officer of the Company since November 2014. Prior to joining the Company, Mr. Pavlish was a Senior Research Advisor and the Director of the Center for Air Toxic Metals at the Energy & Environmental Research Center in Grand Forks, North Dakota. He has over 2530 years of mercury-related experience and is regarded as an international expert on the topic of mercury. His primary areas of interest and expertise include research, technical guidance and consultation, and development of mercury control technologies, in particular, for coal combustion and gasification systems. He is an inventor of a number of patented mercury control technologies and has years of experience in development and testing of these technologies for commercial ~~application~~applications. Over the last 2030 years, he has spent much of his time evaluating the efficacy of a number of different mercury control technologies/approaches and their cost-competitiveness in the commercial market. MrDuring the last five years, he has spent time evaluating several different technologies applicable to the recovery of rare earth elements and water treatment and has directed research and development activities in these areas in way of developing new products and services for the Company. Mr. Pavlish also has years of power plant experience and has worked for engineering/consulting company Black & Veatch, where he served as Unit Leader/System Engineer. Mr. Pavlish is a professional engineer, a member of the American Society of Mechanical Engineers, ~~and a member of~~ the Air & Waste Management Association, and the American Water Works Association. He serves on numerous professional and technical committees and is a U.S. Representative on the Mercury Emissions from Coal International Experts Working Group on Reducing Emissions from Coal and a member of the United Nations Environment Programme Global Mercury Partnership, Reduction of Mercury Releases from Coal Combustion. Mr. Pavlish has published over 200 papers, articles, and reports on various mercury-related, rare earth elements recovery, and water treatment topics and issues.

James Trettel has been Vice President of Operations since January 2014. Mr. Trettel possesses over 25 years of experience in the dry bulk material handling industry. During 2012 and 2013, he was the owner and operator of Solid Foundation Services, LLC, a firm specializing in deep foundation installations for the gas and oilfield industry, while providing technical consulting services to MEEC. Prior to 2012, he provided project management and engineering duties for numerous multi-million dollar turn-key contracts while employed at Advanced Bulk and Conveying Inc. starting in 2004. Additionally, Mr. Trettel has overseen day to day operations for 14 years as the VP of J&B Industrial Sales Company Inc. of sales, systems, and engineering organization specializing in bulk material handling. Mr. Trettel has extensive field experience with systems operating in a large variety of industry sectors including coal fired utilities. Mr. Trettel graduated Cum Laude with a B.S. degree in Mechanical Engineering.55

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~~Jami~~James L.Trettel ~~Satterthwaite~~ has ~~served~~been asVice ~~Chief~~President ~~Financial~~of ~~Officer~~Operations of the Company since January 2014 and Executive Vice President of Operations of the Company since June 2024. ~~2021~~Mr. Trettel ~~Prior~~possesses ~~thereto,~~over ~~she~~25 ~~served~~years asof ~~Chief~~experience ~~Accounting~~in ~~Officer~~the ~~from~~dry ~~October~~bulk ~~2020~~material tohandling ~~June~~industry. ~~2021~~During 2012 and ~~Controller~~2013, ~~from~~he ~~December~~was ~~2019~~the toowner ~~October~~and ~~2020.~~operator ~~Ms.~~of ~~Satterthwaite~~Solid isFoundation Services, LLC, a ~~certified~~firm ~~public~~specializing ~~accountant.~~in ~~From~~deep ~~October~~foundation ~~2010~~installations tofor ~~January~~the ~~2018~~gas and oilfield industry, ~~she~~while ~~was~~providing atechnical ~~partner~~consulting inservices to the ~~accounting~~Company. ~~firm~~Prior ofto ~~Nelson~~2012, &he ~~Swaite,~~provided ~~CPAs,~~project ~~LLC,~~management ~~located~~and inengineering ~~Vancouver,~~duties ~~Washington,~~for numerous multi-million dollar turn-key contracts while employed at Advanced Bulk and ~~from~~Conveying ~~January~~Inc. ~~2007~~starting toin ~~September~~2004. ~~2010~~Additionally, ~~she~~Mr. Trettel ~~was~~has anoverseen ~~accountant~~day ~~with~~to ~~the~~day ~~accounting~~operations ~~firm~~for of14 ~~Caley~~years as the VP of J&B ~~Associates~~Industrial Sales Company Inc. of sales, ~~CPAs~~systems, ~~located~~and engineering organization specializing in ~~Vancouver,~~bulk ~~Washington~~material handling. MsMr. Trettel ~~Satterthwaite~~has ~~received~~extensive ~~her~~field ~~bachelor’s~~experience ~~degree~~with systems operating in ~~Accounting~~a ~~from~~large ~~Saint~~variety ~~Martin’s~~of ~~College~~industry ~~(1999)~~sectors including coal fired utilities. Mr. Trettel graduated Cum Laude with a B.S. degree in Mechanical Engineering.

Fiona Fitzmaurice has been Chief Financial Officer of the Company since November 2023. She is a chartered accountant with over 15 years of experience in accounting and financial control for both private and publicly listed companies. She has significant experience as CFO for exploration companies and has been involved in numerous private placements, prospectus filings, flow-through financings and corporate audits. Ms. Fitzmaurice currently serves as CFO of the following companies: Elixxer Ltd. (TSXV:ELXR) since December 2024; Metavista3D Inc. (TSXV:DDD) since November 2024; Exploits Discovery Corp. (CSE:NFLD) since December 2022; Digicann Ventures Inc. (CSE:DCNN) since October 2021; Provenance Gold Corp. (CSE:PAU) since May 2021; and MacDonald Mines Exploration Ltd. (TSXV:BMK) since December 2019. She has also served as CFO of Pedro Resources Ltd. (CSE:VBN) from August 2020 to January 2023; Controller of Noront Resources Ltd. (TSXV:NOT) from May 2015 to December 2022; CFO of Honey Badger Exploration Inc. (TSXV:TUF) from December 2019 to November 2020; CFO of Pasofino Gold Limited (TSXV:VEIN) from July 2017 to March 2020; and CFO of Mojave Jane Brands (CSE:JANE) from October 2017 to July 2019. Ms. Fitzmaurice currently holds a chartered certified qualification from ACCA (Association of Chartered Certified Accountants) having received her certification in Ireland in 2008. She holds a bachelor’s degree in accounting and finance from Athlone Institute of Technology, Ireland.

Directors

Please see the information regarding Richard MacPherson under “Executive Officers” above.

~~Christopher~~David ~~Greenberg~~M. Kaye has been a director of the Company since June 2019 ~~2013~~ and ~~Chairman~~acted ofas ~~the~~Secretary ~~Board~~from ~~since~~ December 2019 ~~2014~~to June 2023. Mr. Kaye ~~Greenberg~~ is aan ~~founder~~attorney ~~of,~~ and ~~since 2003,~~ has been ~~the~~a ~~Chief~~partner ~~Executive~~in ~~Officer~~the law firm of ~~Global~~Kaye ~~Safety~~Cooper ~~Network~~Kay & Rosenberg, ~~Inc.~~LLP, alocated ~~company~~in ~~which~~Roseland, ~~provides~~New ~~employment~~Jersey, ~~screening~~since ~~and safety compliance services. He is also~~ the ~~owner~~firm’s ofinception ~~multiple Express Employment Professionals franchises located~~ in ~~North~~February 1996. ~~Dakota~~Since ~~and~~1980, ~~South Dakota~~Mr. Kaye ~~Express~~has ~~Employment~~been ~~Professionals~~a ispracticing aattorney ~~staffing~~in ~~agency~~the ~~that~~New ~~provides~~York ~~full~~City ~~time~~metropolitan ~~and~~area ~~temporary~~specializing ~~job~~in ~~placement~~business, ~~human resources services~~corporate, and ~~consulting.~~securities Mrmatters. ~~Greenberg~~From isMarch 2006 ~~a highly experienced Operations Executive who has demonstrated the ability~~ to ~~lead~~June 2011, ~~diverse~~Mr. Kaye ~~teams~~was ~~of professionals to new levels of success in~~ a ~~variety~~director of ~~highly~~China ~~competitive~~Youth ~~industries~~Media, ~~cutting-edge markets~~ Inc., ~~and~~resigning ~~fast-paced~~from ~~environments.~~such ~~Mr.~~position ~~Greenberg~~effective ~~has~~with ~~strong~~the ~~technical~~merger ~~and~~between ~~business~~the ~~qualifications~~Company with anMES, Inc. ~~impressive~~which ~~track~~was ~~record~~completed ~~of more than 25 years of hands-on experience~~ in ~~strategic~~June 2011. ~~planning,~~From ~~business~~December 2000 ~~unit~~to ~~development~~October 2009, ~~project and product management, and proprietary software development~~Mr. Kaye He also ~~has~~served on the ~~proven~~Board ~~ability~~of toDirectors ~~successfully~~of ~~analyze~~Dionics, Inc. anMr. Kaye ~~organization’s~~received ~~critical~~his ~~business~~B.A. ~~requirements,~~from ~~identify~~George ~~deficiencies~~Washington ~~and~~University ~~potential~~(1976) ~~opportunities,~~ and ~~develop~~his ~~innovative~~J.D. ~~and~~from ~~cost-effective~~the ~~solutions~~Benjamin ~~for~~N. ~~enhancing~~Cardozo ~~competitiveness,~~School ~~increasing~~of ~~revenues~~Law, ~~and~~Yeshiva ~~improving~~University ~~customer service offerings~~(1979). We believe that Mr. ~~Greenberg~~ Kaye’s deep experience in business, ~~along~~and ~~his~~transactional ~~strong~~matters ~~entrepreneurial~~ and ~~executive~~working ~~management~~with ~~background,~~public companies qualifies him to serve on our ~~board~~Board of Directors.

~~David~~Troy M.Grant ~~Kaye~~ has been a director of the Company since ~~June 2019 and Secretary since December 2019~~May 2023. Mr. Grant, ~~Kaye~~a isgraduate anfrom ~~attorney~~St. ~~and~~Francis ~~has~~Xavier ~~been~~University with a ~~partner~~Bachelor inof ~~the~~Commerce ~~law~~degree, ~~firm~~has ofextensive ~~Kaye~~experience ~~Cooper~~in ~~Kay~~investment ~~& Rosenberg~~financing, ~~LLP,~~predominantly ~~located~~focusing inon ~~Roseland,~~raising ~~New~~significant ~~Jersey,~~funding ~~since~~across ~~the~~global ~~firm’s~~platforms ~~inception~~and inmanagement ~~February~~of ~~1996~~strategic operations. ~~Since~~For ~~1980~~the past 10 years, ~~Mr.~~his ~~Kaye~~career has been adedicated ~~practicing~~to ~~attorney~~his inrole ~~the~~as ~~New~~Chief ~~York~~Executive ~~City~~Officer ~~metropolitan~~(CEO) ~~area~~with ~~specializing~~Elcora inAdvanced ~~business,~~Materials ~~corporate,~~Corp. ~~and~~(TSXV: ~~securities matters~~ERA). ~~From~~Elcora ~~March~~was ~~2006~~founded toin ~~June~~ 2011, ~~Mr.~~and ~~Kaye~~has ~~was~~been successfully structured as a ~~director~~vertically ofintegrated ~~China~~battery ~~Youth~~material ~~Media,~~company ~~Inc.,~~with ~~resigning~~mining ~~from~~assets ~~such~~in ~~position~~Sri ~~effective~~Lanka ~~with~~and ~~the~~Morocco. ~~merger~~As ~~between~~CEO, in addition to responsibility for the ~~Company~~overall ~~with~~strategic ~~MES~~operations, ~~Inc~~including ~~which~~exploration, ~~was~~business ~~completed~~development inand ~~June~~implementation ~~2011.~~of ~~From~~the ~~December~~company ~~2000~~vision, Mr. Grant works diligently to ~~October~~raise ~~2009,~~equity and advance assets. Mr. Grant ~~Kaye~~ also ~~served~~currently onserves ~~the~~as ~~Board~~a director and member of ~~Directors~~the Audit Committee of ~~Dionics,~~several ~~Inc.~~publicly ~~Mr.~~listed ~~Kaye~~companies, ~~received~~including ~~his~~Elcora ~~B.A.~~Advanced ~~from~~Materials ~~George~~Corp., ~~Washington~~i3 ~~University~~Interactive Inc. (~~1976~~CSE: BETS), ~~and~~Auxly ~~his~~Cannabis JGroup Inc.D. ~~from~~(TSX: ~~the~~XLY), ~~Benjamin~~and NCleantech Power Corp. ~~Cardozo~~(formerly, ~~School~~Alkaline ofFuel ~~Law,~~Cell ~~Yeshiva~~Power ~~University~~Corp.) (~~1979~~NEO: PWWR). We believe ~~that~~ Mr. ~~Kaye~~ Grant’s deep public company experience in ~~business~~Canada and ~~transactional~~his ~~matters~~strong ~~and~~background ~~working~~in ~~with~~business ~~public~~and ~~companies~~investment financing qualifies him to serve on our ~~board~~Board of Directors.

~~There are no family relationships between any of the directors and executive officers of the Company.~~56

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Mitzi H. Coogler has been a director of the Company since December 2024. Ms. Coogler is a certified public accountant and has maintained an accounting practice since 2014 in Northport, Alabama specializing in management support and guidance for closely held businesses. Since November 2023, she has been Chief Financial Officer of JT Harrison Construction Co., Inc., located in Northport, Alabama, which provides design, general contracting and construction management services. From November 2017 to December 2021, she served as Chief Executive Officer and a member of the Board of Directors of Southeast Cancer Network, Inc., located in Tuscaloosa, Alabama. From February 2018 to July 2022, she also served as Chief Financial Officer of closely held businesses wholly or majority owned by Dr. Scott Drummond (deceased). From January 2005 to January 2014, she was a shareholder/employee of Echols, Coogler & Associates, P.C., an accounting firm, located in Tuscaloosa, Alabama. Ms. Coogler received her B.S. in accounting from University of Alabama in 1993. We believe Ms. Coogler’s extensive financial, accounting and transactional experience qualifies her to serve on our Board of Directors.

Family Relationships

There are no family relationships between any of the directors and executive officers of the Company. There are no family relationships among our directors and executive officers and those of our subsidiaries and affiliated companies.

Involvement in Certain Legal Proceedings

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K under the Securities Act.

Board of Directors

Our Board of Directors has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by our Board of Directors to the executive officers of the Company. Our Board of Directors gives direction and guidance through the Chief Executive Officer to management and keeps management informed of its evaluation of the executive officers in achieving and complying with goals and policies established by our Board of Directors.

Our Board of Directors exercises its independent supervision over management by its policies that (a) periodic meetings of our Board of Directors be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of our Board of Directors. To facilitate open and candid discussion among its independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Company.

Composition of Our Board of Directors

Our ~~board~~Board of Directors currently consists of ~~three~~four members and will continue to consist of ~~five~~four members onfollowing ~~or prior to~~ the closing of this offering. There are no contractual obligations regarding the election of our directors. ~~Our~~We ~~nominating~~do ~~and~~not ~~corporate~~currently ~~governance~~have ~~committee and our board of directors may therefore consider~~ a ~~broad~~standing ~~range of factors relating to the qualifications and background of nominees. Our~~ nominating ~~and corporate governance~~ committee’s and ~~our~~the ~~board~~functions of ~~directors’~~identifying, ~~priority~~evaluating, inand selecting ~~board~~candidates ~~members~~for isour ~~identification~~Board of ~~persons~~Directors ~~who~~are ~~will~~performed ~~further~~by ~~the~~our ~~interests~~Board of ~~our~~Directors ~~stockholders~~as ~~through~~a ~~their~~whole. ~~established~~Our ~~record~~Board of ~~professional~~Directors ~~accomplishment~~will, ~~the~~from ~~ability~~time to ~~contribute~~time, ~~positively~~assesses topotential ~~the~~candidates ~~collaborative~~to ~~culture~~fill ~~among~~perceived ~~board~~needs ~~members,~~on ~~knowledge~~our Board of ~~our~~Directors ~~business,~~based ~~understanding~~on ofrequired ~~the~~skills, ~~competitive landscape~~expertise, ~~professional~~independence and ~~personal~~other ~~experiences,~~factors. ~~and~~In ~~expertise~~considering ~~relevant~~whether to ~~our~~nominate ~~growth~~any ~~strategy.~~particular ~~Our~~candidate ~~directors~~for ~~hold~~election ~~office~~to ~~until~~our ~~their~~Board ~~successors~~of ~~have~~Directors, ~~been~~our ~~elected~~Board ~~and~~of ~~qualified~~Directors oruses ~~until~~various ~~the~~criteria ~~earlier~~to ofevaluate ~~their~~each ~~resignation~~candidate, orincluding ~~removal.~~the ~~Our~~candidate’s ~~amended~~ability ~~and~~to ~~restated~~further ~~certificate~~the interest of ~~incorporation~~the ~~and~~stockholders ~~second~~through ~~amended~~their ~~and~~established ~~restated~~record ~~bylaws~~of ~~that~~professional ~~will~~accomplishment, ~~become~~the ~~effective~~ability ~~immediately~~to ~~prior~~contribute positively to the ~~closing~~collaborative ofculture ~~this~~among ~~offering~~members ~~also~~of ~~provide that~~ our ~~directors~~Board ~~may~~of beDirectors, ~~removed~~knowledge ~~only~~of ~~for~~our ~~cause~~business, byunderstanding ~~the affirmative vote~~ of the ~~holders~~competitive oflandscape, atprofessional ~~least~~and ~~two-thirds~~personal ofexperiences, ~~the~~and ~~votes~~expertise ~~that~~relevant ~~all~~to our ~~stockholders~~growth ~~would~~strategy. beOur ~~entitled~~Board toof ~~cast~~Directors indoes annot ~~annual~~set ~~election~~specific ofminimum ~~directors,~~qualifications ~~and~~or ~~that~~assign ~~any~~specific ~~vacancy~~weights onto ~~our~~particular ~~board~~criteria ofand ~~directors,~~no ~~including~~particular criterion is a ~~vacancy~~prerequisite ~~resulting~~for ~~from~~a anprospective ~~enlargement~~nominee. ofOur ~~our~~directors ~~board~~hold ofoffice ~~directors,~~until ~~may~~their besuccessors ~~filled~~have ~~only~~been byelected ~~vote~~and ofqualified aor ~~majority~~until ofthe ~~our~~earlier ~~directors~~of ~~then~~their inresignation ~~office~~or removal.

~~46 Table of Contents~~57

Table of Contents

Majority Voting Policy

Our Board of Directors, pursuant to the requirements of the TSX, has adopted a Majority Voting Policy. In an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” (i.e., the nominee is not elected by at least a majority (50% +1) of the votes cast with respect to his/her election) is required to tender his or her resignation to our Board of Directors promptly following a stockholders meeting. The directors will consider the offer of resignation and, except in exceptional circumstances, will recommend that our Board of Directors accept the resignation. Our Board of Directors will make its decision within 90 days following a stockholders meeting and announce it in a press release, including the reasons for rejecting the resignation, if applicable. The nominee will not participate in any deliberations on the resignation offer. The policy does not apply in circumstances involving contested director elections.

Director Independence

WeUpon ~~have~~consummation ~~applied~~of tothis ~~list~~offering, we intend for our common stock to be listed on the ~~Nasdaq~~NYSE ~~Capital~~American ~~Market.~~and ~~Under~~we ~~the~~will ~~Nasdaq~~follow ~~listing~~the rules, ~~independent~~for ~~directors~~director ~~must~~independence ~~comprise~~set aby ~~majority~~the ofNYSE aAmerican. ~~listed~~Presently, ~~company’s~~our ~~board~~Board of ~~directors~~Directors ~~within~~consists ~~twelve months from the date~~ of ~~listing.~~Richard ~~In addition~~MacPherson, ~~the~~David ~~Nasdaq~~M. ~~listing rules require that~~Kaye, ~~subject~~Troy toGrant ~~specified~~and ~~exceptions,~~Mitzi ~~each~~H. ~~member~~Coogler. ofUpon alisting ~~listed~~on ~~company’s~~the ~~audit,~~NYSE ~~compensation~~American, ~~and~~we ~~nominating~~anticipate ~~and~~that ~~governance~~our ~~committees~~Board beof ~~independent~~Directors ~~within~~will ~~twelve~~consist ~~months~~of ~~from~~these ~~the~~same ~~date~~four ~~of listing~~individuals. ~~Audit~~We ~~committee~~anticipate ~~members~~that ~~must~~Troy ~~also~~Grant ~~satisfy~~and ~~additional~~Mitzi ~~independence~~H. ~~criteria,~~Coogler ~~including~~will ~~those~~each ~~set~~be ~~forth~~viewed inas ~~Rule~~independent ~~10A-3~~within ~~under~~ the ~~Securities~~NYSE ~~Exchange~~American ~~Act~~rules ofand ~~1934, as amended, or~~ the ~~Exchange~~applicable ~~Act,~~rules and ~~compensation~~regulations ~~committee~~promulgated ~~members~~by ~~must~~the ~~also~~SEC. ~~satisfy~~Under the ~~independence~~applicable ~~criteria set forth in Rule 10C-1 under~~ the ~~Exchange~~NYSE ~~Act.~~American ~~Under Nasdaq listing~~ rules, a director will ~~only~~ qualify as an “independent director” if, in the ~~opinion~~director ofis ~~that~~not ~~company’s~~an ~~board~~executive ofofficer ~~directors~~or employee, our Board of Directors affirmatively determines that ~~person~~the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (2) be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and ~~whether~~ the director ismeets ~~affiliated with~~ the ~~company~~following ~~or any of its subsidiaries or affiliates.~~qualifications:

~~During~~● ~~2021, our board of directors undertook a review of~~ the ~~composition~~director ofhas ~~our~~not ~~board~~been ofemployed ~~directors~~by ~~and~~us ~~its~~during ~~committees and~~ the ~~independence~~previous ofthree ~~each~~years ~~director.~~(other ~~Based~~than ~~upon information requested from and provided by each director concerning his background,~~ employment, ~~and affiliations, including family relationships, our board of directors has determined currently one of our directors, Christopher Greenberg, qualifies~~ as an ~~independent~~interim ~~director~~chief ~~for~~executive ~~purposes~~officer offor ~~Nasdaq~~a ~~and~~period ~~SEC rules. In making that determination, our board~~ of ~~directors~~less ~~considered~~than ~~the~~one relationships that each director has with us and all other facts and circumstances the board of directors deemed relevant in determining independence, including the potential deemed beneficial ownership of our capital stock by each director, including non-employee directors that are affiliated with certain of our major stockholders. Upon the completion of this offering, we expect that the composition and functioning of our board of directors and each of our committees will comply with all applicable requirements of Nasdaq and the rules and regulations of the SEC.year);

We● ~~intend~~neither tothe ~~adopt~~director anor ~~policy~~an immediate family member has received more than $120,000 ~~subject~~in tocompensation ~~and~~from ~~effective~~us ~~upon~~in ~~the~~any ~~effectiveness~~twelve ofconsecutive months at any time in the ~~registration~~prior ~~statement~~three ofyears, ~~which~~other ~~this~~than ~~prospectus~~for ~~forms~~(i) aboard ~~part,~~or ~~that~~board ~~outlines~~committee aservices, ~~process~~(ii) for ~~our~~compensation ~~securityholders~~paid to ~~send~~an ~~communications~~immediate tofamily ~~the~~member ~~board~~as ofan ~~directors.~~employee but not as an executive officer, (iii) compensation paid for services as an interim chief executive officer, or (iv) benefits under a tax-qualified retirement plan or non-discretionary compensation;

~~Committees~~● ofthe ~~Our~~director ~~Board~~is not an immediate family member of ~~Directors~~an individual who is or was at any time during the prior three years been employed as our chief executive officer;

~~Our~~● ~~board~~neither ofthe ~~directors~~director ~~has~~nor ~~established~~ an ~~audit~~immediate ~~committee,~~family amember ~~compensation~~is ~~committee,~~ a ~~nominating~~partner, ~~and~~controlling ~~corporate~~stockholder ~~governance~~or ~~committee,~~executive ~~and~~officer aof ~~finance~~any ~~committee~~organization ~~each~~to of which ~~operates~~we ~~pursuant~~made toor afrom ~~charter~~which ~~adopted~~we byreceived ~~our~~payments ~~board~~(other ofthan ~~directors.~~those ~~Upon~~arising ~~the~~from ~~effectiveness~~investments ofin ~~the~~our ~~registration~~securities ~~statement~~or ofpayments ~~which~~under ~~this~~non-discretionary ~~prospectus~~charitable iscontribution amatching ~~part,~~programs) ~~the~~that ~~composition~~exceed ~~and~~the ~~functioning~~greater of ~~all~~5% of our ~~committees~~consolidated ~~will~~gross ~~comply~~revenues ~~with~~or ~~all~~$200,000, ~~applicable~~in ~~requirements~~any of the ~~Sarbanes-Oxley~~most ~~Act~~recent ofthree ~~2002, Nasdaq, and SEC rules and regulations.~~years;

47● ~~Table~~neither the director nor an immediate family member is employed as an executive officer of ~~Contents~~another entity where at any time during the most recent three fiscal years any of our executive officers serve on the compensation committee;

~~The~~● ~~full~~neither ~~text~~the ofdirector ~~our~~nor ~~audit~~an ~~committee~~immediate ~~charter,~~family ~~compensation~~member ~~committee~~is ~~charter,~~or ~~nominating~~was ~~and~~a ~~corporate~~partner ~~governance charter, and finance committee charter are posted on the investor relations portion~~ of our ~~website~~outside auditor at ~~http://www.me2cenvironmental.com.~~any Wetime doin ~~not incorporate~~ the ~~information~~past ~~contained~~three ~~on, or accessible through, our corporate website into this prospectus, and you should not consider it a part of this prospectus~~years.

Due to the resignation of certain independent directors in recent years, and due to the current small size of the board, the board as a whole now acts and shall continue to act as the audit committee, the compensation committee, the nominating and corporate governance committee, and the finance committee until such time, if any, that the number of authorized and elected directors is increased or the committees are otherwise reconfigured. Each of these committees shall meet as often as its members deem necessary to perform such committee’s responsibilities.58

Table of Contents

Audit Committee

~~The~~As ~~audit~~aforementioned, ~~committee’s~~we ~~charter~~intend ~~requires~~to ~~that~~apply ~~such~~to ~~committee~~list ~~shall~~our ~~consist~~common ofstock noon ~~fewer~~the ~~than~~NYSE ~~three~~American ~~directors~~and, ~~each~~upon oflisting, ~~whom~~we ~~shall~~will beamend anour ~~independent~~Audit ~~director~~Committee’s ofcharter ~~the~~to ~~Company~~comply ~~satisfying~~with the ~~independence~~NYSE ~~requirements~~American oflisting ~~the~~rules, ~~Nasdaq~~if ~~Stock~~necessary. ~~Market~~The orAudit ~~any~~Committee ~~exchange~~is oncurrently ~~which~~comprised ~~our~~of ~~securities~~David ~~may~~M. beKaye, ~~listed~~Troy Grant and ~~any~~Mitzi ~~other~~Coogler. ~~applicable~~Upon ~~regulatory~~listing ~~requirements.~~on ~~The~~the ~~audit~~NYSE ~~committee~~American, iswe ~~appointed~~expect byto ~~our~~remove ~~board~~Mr. ofKaye ~~directors~~from toour ~~assist~~Audit ~~the~~Committee. ~~board~~We inexpect ~~fulfilling~~that ~~its~~Ms. ~~oversight~~Coogler ~~responsibility~~will byserve ~~reviewing~~as ~~the~~an ~~accounting~~“audit ~~and~~committee financial ~~reporting~~expert” ~~processes~~within the meaning of the ~~Company~~applicable ~~and~~SEC ~~its~~regulations. ~~subsidiaries~~Under the NYSE American listing rules, ~~our~~independent ~~internal~~directors ~~control~~must ~~and~~comprise ~~disclosure~~a ~~control~~majority ~~system,~~of ~~and~~a listed company’s board of directors (or 50% in the ~~audits~~case of ~~our~~a ~~financial~~smaller ~~statements~~reporting company like us). In ~~this regard~~addition, the ~~audit~~NYSE ~~committee~~American ~~shall~~listing ~~approve~~rules ~~our~~require ~~retention~~that, ofsubject ~~independent~~to ~~auditors~~specified ~~and~~exceptions, ~~pre-approve~~each ~~any~~member ~~audit~~of ora ~~non-audit~~listed ~~services~~company’s ~~performed~~audit bycommittee ~~them~~be independent. ItThe ~~shall~~NYSE ~~review~~American ~~with~~listing ~~such~~rules ~~accountants~~require ~~the~~that ~~arrangements~~a ~~for,~~company’s ~~and~~audit ~~the~~committee ~~scope~~consist of three members, unless the ~~audit~~issuer tois bea ~~conducted~~smaller byreporting ~~them.~~company Itsuch ~~also~~as ~~shall~~the ~~review~~Company, ~~with~~in ~~the~~which ~~independent~~case ~~accountants~~only ~~and~~two ~~with~~members ~~management~~are ~~the~~required. ~~results~~Audit ofcommittee ~~audits~~members ~~and~~must ~~various~~also ~~other~~satisfy ~~financial~~additional ~~and~~independence ~~accounting~~criteria, ~~matters~~including ~~affecting~~those usset forth in Rule 10A-3 under Exchange Act.

AsThe ~~aforementioned,~~Audit weCommittee ~~have~~is ~~applied~~appointed toby ~~list~~ our ~~common~~Board ~~stock~~of onDirectors ~~the~~to ~~Nasdaq~~assist ~~Capital~~in ~~Market,~~fulfilling atits ~~which~~oversight ~~time,~~responsibility weby ~~will~~reviewing ~~amend~~the ~~our~~accounting ~~audit~~and ~~committee’s~~financial ~~charter~~reporting toprocesses ~~comply~~of ~~with~~ the ~~Nasdaq~~Company ~~listing~~and ~~rules~~its subsidiaries, ifour ~~necessary.~~internal ~~Under~~control ~~the~~and ~~Nasdaq~~disclosure ~~listing~~control ~~rules~~system, ~~independent~~and ~~directors~~the ~~must~~audits ~~comprise a majority~~ of aour ~~listed~~financial ~~company’s~~statements. ~~board~~In ofthis ~~directors~~regard, ~~within~~the ~~twelve~~Audit ~~months~~Committee ~~from~~approves ~~the~~our ~~date~~retention of ~~listing.~~independent Inauditors ~~addition,~~and ~~the~~pre-approve ~~Nasdaq~~any ~~listing~~audit ~~rules~~or ~~require~~non-audit ~~that,~~services ~~subject~~performed toby ~~specified~~them. ~~exceptions,~~It ~~each~~reviews ~~member~~with ofsuch aaccountants ~~listed~~the ~~company’s~~arrangements ~~audit~~for, ~~committee~~and bethe ~~independent~~scope ~~within~~of, ~~twelve~~the ~~months~~audit ~~from~~to ~~the~~be ~~date~~conducted ofby ~~listing~~them. ~~Audit~~It ~~committee members must~~ also ~~satisfy~~reviews ~~additional~~with ~~independence~~the ~~criteria,~~independent ~~including~~accountants ~~those~~and ~~set~~with ~~forth~~management ~~in Rule 10A-3 under~~ the ~~Securities~~results ~~Exchange~~of ~~Act~~audits ofand ~~1934,~~various asother ~~amended,~~financial orand ~~the~~accounting ~~Exchange~~matters ~~Act~~affecting us.

~~Upon~~In ~~becoming~~the aevent ~~listed~~that ~~company,~~our ~~all~~listing ~~members~~application ofis ~~our~~approved, ~~audit~~we ~~committee~~anticipate ~~will~~that ~~consist~~all members of ~~three~~our ~~directors~~Audit ~~each~~Committee ~~of whom~~ will meet the relevant independence requirements for service on the ~~audit~~Audit ~~committee~~Committee and requirements for financial literacy set forth in the ~~Nasdaq~~NYSE American listing rules and SEC rules and our ~~board~~Board of ~~directors~~Directors will appoint an “audit committee financial expert” within the meaning of applicable SEC regulations. Both our independent registered public accounting firm and management will periodically meet privately with our ~~audit~~Audit ~~committee~~Committee.

~~Compensation~~The full text of our Audit Committee charter is posted on the investor relations portion of our website at http://www.birchtech.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it a part of this prospectus.

~~The~~Other compensation committee’s charter requires that such committee shall consist of no fewer than two directors, each of whom shall (i) be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements, (ii) qualify as an “outside director” under Section 162(m) of the Internal Revenue Code, as amended, and (iii) meet the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act. The compensation committee is appointed by our board of directors to review and approve our compensation and benefits programs, including: annual base salary; annual incentive opportunity; stock option or other equity participation plans; profit-sharing plans; long-term incentive opportunity; the terms of employment agreements, severance agreements, and change in control agreements, in each case as, when and if appropriate; any special or supplemental benefits; and any other payments that are deemed compensation under applicable rules of the SEC. In this regard, the compensation committee shall evaluate the performance of the CEO in light of our goals and objectives and determine and approve the CEO’s compensation based on this evaluation and such other factors as the committee shall deem appropriate. The committee shall also determine and approve the compensation of all other executive officers of the Company, which determination may be based upon recommendations of the CEO. Our board of directors can exercise its discretion in modifying any amount presented by our CEO.Committees

48Our ~~Table~~Board of ~~Contents~~Directors has no committees at the present time other than the Audit Committee.

~~Again,~~Code we have applied to list our common stock on the Nasdaq Capital Market, at which time, we will amend our compensation committee’s charter to comply with the Nasdaq listing rules, if necessary. Under the Nasdaq listing rules, independent directors must comprise a majority of aEthics ~~listed~~and ~~company’s~~Business board of directors within twelve months from the date of listing. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s compensation committee be independent within twelve months from the date of listing. Compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.Conduct

~~Upon~~Our ~~becoming~~Board aof ~~listed~~Directors ~~company,~~has ~~all~~adopted ~~members~~a written code of ~~our~~ethics ~~compensation~~and ~~committee~~business ~~will~~conduct be(the “~~independent~~Code of Conduct”), aswhich ~~defined~~outlines ina ~~the~~set ~~applicable~~of ~~Nasdaq~~ethical ~~rules~~standards by which each director, officer and ~~will~~employee ~~meet~~of the ~~relevant~~Company ~~independence~~should ~~requirements~~conduct ~~set~~his ~~forth~~or inher business. The objective of the ~~SEC~~Code ~~rules.~~of ~~Moreover~~Conduct is to provide guidelines for maintaining our commitment to honesty, ~~each~~integrity, ~~member~~and ethical behavior. The Code of Conduct addresses conflicts of interest, protection of our ~~compensation~~assets, ~~committee~~confidentiality, ~~will~~fair bedealing awith ~~non-employee~~customers, ~~director~~suppliers, ascompetitors ~~defined~~and inemployees, ~~Rule~~insider ~~16b-3~~trading, ~~promulgated~~compliance ~~under~~with laws, and reporting any illegal or unethical behavior. As part of the ~~Exchange~~Code ~~Act~~of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential, or the appearance of conflicts of interest. Our Board of Directors will have ultimate responsibility for the stewardship of and anmonitoring ~~outside~~compliance ~~director~~with the Code of Conduct. Directors, asofficers, ~~defined~~and ~~pursuant~~employees may be required periodically to ~~Section~~review ~~162(m)~~the Code of Conduct and acknowledge in writing their understanding of and compliance with the ~~Internal~~Code. ~~Revenue~~Our Code of ~~1986~~Business Conduct and Ethics reflects the foregoing principles. A copy of the Code of Conduct is available free of charge to any person on written or telephone request to Birchtech Corp., as1810 ~~amended~~Jester Drive, Corsicana, Texas 75109 or (614) 505-6115.

~~Nominating~~We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the code of ethics and ~~Corporate~~business ~~Governance~~conduct ~~Committee~~applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website http://www.birchtech.com.

The nominating and corporate governance committee’s charter requires that such committee shall consist of no fewer than two directors, each of whom shall be an independent director of the Company satisfying the independence requirements of the Nasdaq Stock Market or any exchange on which our securities may be listed and any other applicable regulatory requirements. The nominating and corporate governance committee is appointed by our board of directors to determine the identity of director nominees for election to the board and to assist the board in discharging the board’s responsibilities in the area of corporate governance.

The committee shall review, at least annually, the composition and size of our board of directors and make recommendations to the board regarding the criteria for board membership including issues of character, judgment, diversity, expertise, corporate experience, and the like. At a minimum, directors should share the values of the Company and should possess the following characteristics: high personal and professional integrity; the ability to exercise sound business judgment; an inquiring mind; and the time available to devote to board of directors’ activities and the willingness to do so. Our board of directors or the committee does not have a formal policy specifically focusing on the consideration of diversity; however, diversity is one of the many factors that the committee shall consider when identifying candidates. In addition to the foregoing considerations, generally with respect to nominees recommended by stockholders, the committee will evaluate such recommended nominees considering the additional information regarding the nominees provided to the committee. When seeking candidates for our board of directors, the committee may solicit suggestions from incumbent directors, management, and third-party search firms. Ultimately, the committee will recommend prospective nominees who the committee believes will be effective, in conjunction with the other members of our board of directors, in collectively serving the long-term interests of our stockholders. The committee will review any candidate recommended by stockholders of the Company in light of its criteria for selection of new directors.59

~~Finance~~Table ~~Committee~~of Contents

The finance committee is appointed by our board of directors to oversee all areas of corporate performance and finance, and advise and assist the board with respect to the financial and investment policies, risks, and objectives of the Company, including specific actions required to achieve those objectives.

Our board of directors may from time to time establish other committees.

Corporate Governance

We have adopted a written code of ethics and business conduct (the “Code of Conduct”) that applies to all of our directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer. The objective of the Code of Conduct is to provide guidelines for maintaining our commitment to honesty, integrity, and ethical behavior. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with customers, suppliers, competitors and employees, insider trading, compliance with laws, and reporting any illegal or unethical behavior. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential, or the appearance of conflicts of interest. Our board of directors will have ultimate responsibility for the stewardship of the Code of Conduct, and it will monitor compliance through our nominating and corporate governance committee. Directors, officers, and employees will be required to annually certify that they have not violated the Code of Conduct. Our Code of Business Conduct and Ethics reflects the foregoing principles. A copy of the Code of Conduct is available free of charge to any person on written or telephone request to Midwest Energy Emissions Corp., 1810 Jester Drive, Corsicana, Texas 75109 or (614) 505-6115.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the code of ethics and business conduct applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website http://www.me2cenvironmental.com.

49 Table of Contents

EXECUTIVE COMPENSATION

The following discussion relates to the compensation of our named executive officers, as determined under applicable SEC rules for smaller reporting companies like us, for ~~year~~the years ended December 31, ~~2020~~2025 and 2024, consisting of Richard MacPherson, our President and Chief Executive Officer, John Pavlish, Senior Vice President, and James Trettel, Executive Vice President of Operations.

Fiscal Year ~~2020~~2025 and ~~2019~~2024 Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Options ($) (4)	All Other Compensation ($)	Total ($)

Richard MacPherson
				Stock	Stock	All Other
President and Chief Executive Officer, Director (1)	20202019	395,000395,000	----	266,500292,894	94,89317,468	756,393705,362
				Awards	Options	Compensation
John Pavlish
Name and Principal Position	Year	Salary ($)	Bonus ($)	($) (4)	($) (4)	($)(5)	Total ($)
Senior Vice President (2)	20202019	333,000333,000	----	266,500117,157	7,42514,268	603,925461,425
Richard MacPherson	2025	1,000,000	—	—	—	146,279	1,146,279
James Trettel
President and Chief Executive Officer, Secretary, Director (1)	2024	879,818	1,250,000	402,666	189,664	140,244	2,862,392
Vice President (3)	20202019	300,000300,000	----	266,500195,262	6,75012,730	573,250507,992

John Pavlish	2025	500,000	—	—	—	23,082	523,082
Senior Vice President (2)	2024	488,625	550,000	—	63,221	22,143	1,123,989

James Trettel	2025	600,000	—	—	—	22,093	622,093
Executive Vice President of Operations (3)	2024	552,500	600,000	—	126,443	23,217	1,302,160

~~___________~~(1) Mr. MacPherson was appointed President and Chief Executive Officer in March 2015. From January 1, 2024 to May 31, 2024, Mr. MacPherson’s annual base salary was $745,000. See “Executive Employment Agreements” below for information on the amended and restated employment agreement entered into with Mr. MacPherson effective June 1, 2024. During 2022, Mr. MacPherson was granted a retention stock bonus award in the amount of 600,000 shares of common stock. Such award was granted on November 8, 2022, which shares vested 25.0% every six months from the date of grant and became fully vested on November 8, 2024. During 2024, Mr. MacPherson was granted a five-year nonqualified stock option to acquire 60,000 shares of common stock exercisable at $4.40 per share.

(12) Mr. ~~MacPherson~~Pavlish was appointed ~~President~~Senior ~~and~~Vice ~~Chief~~President ~~Executive Officer~~ in ~~March~~November ~~2015~~2014. ~~Since~~From January 1, ~~2017,~~2024 ~~Mr. MacPherson’s annual base salary has been $395,000. Mr. MacPherson is currently employed pursuant~~ to aMay three-year employment letter agreement which was entered into on January 29, 2019, and effective January 1, 2019, which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period. As of December 31, ~~2020~~2024, ~~$49,375 of~~ Mr. ~~MacPherson~~Pavlish’s ~~2019~~annual base salary ~~and~~was $~~144~~480,~~551 of Mr~~000. ~~MacPherson’s~~See ~~2020~~“Executive ~~salary~~Employment ~~remained~~Agreements” ~~unpaid.~~below ~~Mr.~~for ~~MacPherson~~information ~~shall~~on ~~also be entitled to participate in all corporate 401(k) programs and health benefit plans instituted by~~ the ~~Company~~amended and berestated ~~eligible~~employment toagreement ~~receive~~entered ~~bonus~~into ~~compensation,~~with ~~if any, as the Company shall from time to time determine.~~ Mr. ~~MacPherson~~Pavlish ~~shall~~effective ~~also~~June be1, ~~entitled to participate in any stock option and incentive plans adopted by the Company~~2024. During ~~2019~~2024, Mr. ~~MacPherson~~Pavlish was granted a five-year nonqualified stock option to acquire 1,500,000 shares of common stock exercisable at $0.27 per share. In addition, during 2019, the expiration dates of (i) an option held by Mr. MacPherson and granted in 2016 to acquire 250,000 shares of common stock exercisable at $0.81 per share, and (ii) option held by Mr. MacPherson and granted in 2016 to acquire 750,000 shares of common stock exercisable at $1.20 ~~per share~~, ~~were extended to June 28, 2024. During 2020, Mr. MacPherson was granted five-year nonqualified stock options to acquire 500,~~000 shares of common stock exercisable at $04.1940 per share ~~and 500,000 shares of common stock exercisable at $0~~.~~58 per share.~~

50(3) ~~Table~~Mr. Trettel was appointed Vice President of ~~Contents~~Operations in January 2014. From January 1, 2024 to May 31, 2024, Mr. Trettel’s annual base salary was $500,000. See “Executive Employment Agreements” below for information on the employment agreement entered into with Mr. Trettel effective June 1, 2024. During 2024, Mr. Trettel was granted a five-year nonqualified stock option to acquire 40,000 shares of common stock exercisable at $4.40 per share.

(2)	Mr. Pavlish was appointed Senior Vice President in November 2014. The Company and Mr. Pavlish entered into an employment agreement effective as of November 16, 2014. Pursuant to his employment agreement, Mr. Pavlish agreed to be employed by the Company as Senior Vice President. Effective as of January 1, 2017, Mr. Pavlish’s annual base salary was increased to $330,000. As of December 31, 2020, $41,250 of Mr. Pavlish’s 2019 salary and $144,375 of Mr. Pavlish’s 2020 salary remained unpaid. Mr. Pavlish shall also be entitled to participate in all corporate 401(k) programs and health benefit plans instituted by the Company and be eligible to receive bonus compensation, if any, as the Company shall from time to time determine. Mr. Pavlish shall also be entitled to participate in any stock option and incentive plans adopted by the Company. During 2019, Mr. Pavlish was granted a five-year nonqualified stock option to acquire 600,000 shares of common stock exercisable at $0.27 per share. In addition, during 2019, the expiration dates of (i) an option held by Mr. Pavlish and granted in 2014 to acquire 2,000,000 shares of common stock exercisable at $0.74 per share, and (ii) option held by Mr. Pavlish and granted in 2015 to acquire 1,000,000 shares of common stock exercisable at $0.45 per share, were extended to June 28, 2024. During 2020, Mr. Pavlish was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.
(3)	Mr. Trettel was appointed Vice President of Operations in January 2014. Mr. Trettel is also entitled to participate in all corporate 401(k) programs and health benefit plans instituted by the Company and is eligible to receive bonus compensation, if any, as the Company shall from time to time determine. Mr. Trettel is also entitled to participate in any stock option and incentive plans adopted by the Company. Effective as of January 1, 2017, Mr. Trettel’s annual base salary was increased to $300,000. As of December 31, 2020, $37,500 of Mr. Trettel’s 2019 salary and $131,250 of Mr. Trettel’s 2020 salary remained unpaid. During 2019, Mr. Trettel was granted a five-year nonqualified stock option to acquire 1,000,000 shares of common stock exercisable at $0.27 per share. In addition, during 2019, the expiration date of an option held by Mr. Trettel and granted in 2015 to acquire 250,000 shares of common stock exercisable at $0.42 per share was extended to June 28, 2024. During 2020, Mr. Trettel was granted five-year nonqualified stock options to acquire 500,000 shares of common stock exercisable at $0.19 per share and 500,000 shares of common stock exercisable at $0.58 per share.
(4)	Represents the dollar amount recognized for consolidated financial statement reporting purposes of shares to be issued to the executive officers computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized. The following table provides information concerning the stock options issued to the executive officers:

Name	Year	Stock Options (#)		FASB ASC Topic 718 Value ($)
Richard MacPherson	2020		1,000,000		266,500
	2019		1,500,000		292,894
John Pavlish	2020		1,000,000		266,500
	2019		600,000		117,157
James Trettel	2020		1,000,000		266,500
	2019		1,000,000		195,262

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(54) ~~The~~Represents ~~amounts~~the ~~shown~~dollar amount recognized for ~~2020~~consolidated financial statement reporting purposes of restricted stock awards and ~~2019~~stock option awards granted to the executive officers computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included elsewhere in this prospectus for the year ended December 31, 2024. The dollar amount shown in the “~~All~~Stock ~~Other~~Awards” ~~Compensation~~column for Mr. MacPherson reflects the grant date fair value recognized in 2024 for the retention stock award granted in November 2022 which was subject to a vesting schedule. The full amount for the entire grant was $960,000. The dollar amounts shown in the “Option Awards” column ~~are~~for ~~comprised~~Mr. ofMacPherson, Mr. Pavlish and Mr. Trettel reflect the grant date fair value recognized for stock options granted in 2024. There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized. The following table provides information concerning the stock options granted to the executive officers:

Name	Year	401k Match ($)			Group Term Life Insurance ($)		Auto Allowance and Other Benefits ($)

Richard MacPherson	2020		10,538			--		84,355
				FASB
	2019		--			184		17,284
				ASC
John Pavlish	2020		7,425			--		--
		Stock		Topic 718
	2019		11,388			2,880		--
		Options		Value
James Trettel	2020		6,750			--		--
Name	Year	(#)		($)
	2019		11,200			1,530		--
Richard MacPherson	2025	—		—
	2024	60,000		189,664
John Pavlish	2025	—		—
	2024	20,000		63,221
James Trettel	2025	—		—
	2024	40,000		126,443

51(5) ~~Table~~The amounts shown for 2025 and 2024 in the “All Other Compensation” column are comprised of ~~Contents~~the following:

Outstanding Equity Awards as of December 31, 2020


						Life		Auto
				401k		Insurance		Allowance		Perquisites and
Name		Year		Match ($)		Premiums ($)		($)		Other Benefits ($) ⁽¹⁾
Richard MacPherson		2025		—		96,600		27,600		22,079
		2024		—		96,600		27,785		15,859
John Pavlish		2025		15,793		—		—		7,289
		2024		13,833		—		—		8,310
James Trettel		2025		16,093		—		—		6,000
		2024		17,217		—		—		6,000

(1) The ~~following~~amount ~~table~~for ~~sets~~each ~~forth~~of ~~certain~~Messrs. ~~information~~MacPherson, ~~about~~Pavlish ~~the~~and ~~number~~Trettel ofincludes ~~unexercised~~$6,000 ~~nonqualified~~for ~~stock~~a ~~options~~home office allowance in 2025 and ~~unearned~~2024. ~~stock~~The ~~awards~~amount ~~held~~for aseach of ~~December~~Messrs. ~~31,~~MacPherson ~~2020~~and byPavlish ~~each~~also ~~executive~~includes ~~named~~$16,079 inand ~~the~~$1,289, ~~Summary~~respectively, ~~Compensation~~for ~~Table.~~medical ~~There~~expense ~~were~~reimbursement noin ~~stock~~2025 ~~options~~and ~~exercised~~$9,859 ~~during~~and ~~fiscal~~$2,310, ~~2020~~respectively, byfor ~~such~~medical ~~executives~~expense reimbursement in 2024.

Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option Exercise Price		Option Expiration Date
Richard MacPherson		250,000		-	$	0.81	June 28, 2024
Richard MacPherson		750,000		-	$	1.20	June 28, 2024
Richard MacPherson		250,000		-	$	0.28	February 5, 2023
Richard MacPherson		8,229		-	$	0.29	July 6, 2023
Richard MacPherson		16,458		-	$	0.21	July 6, 2023
Richard MacPherson		16,458		-	$	0.17	July 31, 2023
Richard MacPherson		16,458		-	$	0.25	August 31, 2023
Richard MacPherson		16,458		-	$	0.26	September 30, 2023
Richard MacPherson		16,458		-	$	0.20	October 31, 2023
Richard MacPherson		1,500,000		-	$	0.27	June 28, 2024
Richard MacPherson		500,000		-	$	0.19	July 8, 2025
Richard MacPherson		500,000		-	$	0.58	December 14, 2025
John Pavlish		2,000,000		-	$	0.74	June 28, 2024
John Pavlish		1,000,000		-	$	0.45	June 28, 2024
John Pavlish		50,000		-	$	1.15	February 10, 2022
John Pavlish		50,000		-	$	0.27	February 23, 2023
John Pavlish		6,875		-	$	0.29	June 8, 2023
John Pavlish		13,750		-	$	0.21	June 30, 2023
John Pavlish		13,750		-	$	0.17	July 31, 2023
John Pavlish		13,750		-	$	0.25	August 31, 2023
John Pavlish		13,750		-	$	0.26	September 30, 2023
John Pavlish		13,750		-	$	0.20	October 31, 2023
John Pavlish		13,750		-	$	0.33	November 30, 2023
John Pavlish		13,750		-	$	0.25	December 31, 2023
John Pavlish		600,000		-	$	0.27	June 28, 2024
John Pavlish		500,000		-	$	0.19	July 8, 2025
John Pavlish		500,000		-	$	0.58	December 14, 2025
James Trettel		250,000		-	$	0.42	June 28, 2024
James Trettel		500,000		-	$	1.15	February 10, 2022
James Trettel		50,000		-	$	0.27	February 23, 2023
James Trettel		6,250		-	$	0.29	June 8, 2023
James Trettel		12,500		-	$	0.21	June 30, 2023
James Trettel		12,500		-	$	0.17	July 31, 2023
James Trettel		12,500		-	$	0.25	August 31, 2023
James Trettel		12,500		-	$	0.26	September 30, 2023
James Trettel		12,500		-	$	0.20	October 31, 2023
James Trettel		12,500		-	$	0.33	November 30, 2023
James Trettel		12,500		-	$	0.25	December 31, 2023
James Trettel		1,000,000		-	$	0.27	June 28, 2024
James Trettel		500,000		-	$	0.19	July 8, 2025
James Trettel		500,000		-	$	0.58	December 14, 2025

Executive Employment Agreements

52On ~~Table~~June 7, 2024, the Company entered into an amended and restated employment agreement with Richard MacPherson, effective as of ~~Contents~~June 1, 2024, pursuant to which Mr. MacPherson will continue to serve as President and Chief Executive Officer of the Company. The agreement has a term of three years which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period. Mr. MacPherson is entitled to a base salary of $1,000,000 per year, which may be increased from time to time solely at the discretion of our Board of Directors (or committee thereof). Mr. MacPherson shall be eligible to receive bonus compensation in such amounts and at such times as our Board of Directors (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $1,000,000 annually. He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits. He is also entitled to receive equity awards subject to the sole discretion of our Board of Directors (or committee thereof). The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr. MacPherson for good reason (as such terms are defined in the agreement).

On June 7, 2024, the Company also entered into an amended and restated employment agreement with John Pavlish, effective as of June 1, 2024, pursuant to which Mr. Pavlish will continue to serve as Senior Vice President and Chief Technology Officer of the Company. The agreement has a term of three years which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period. Mr. Pavlish is entitled to a base salary

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of $500,000 per year, which may be increased from time to time solely at the discretion of our Board of Directors (or committee thereof). Mr. Pavlish shall be eligible to receive bonus compensation in such amounts and at such times as our Board of Directors (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually. He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits. He is also entitled to receive equity awards subject to the sole discretion of our Board of Directors (or committee thereof). The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr. Pavlish for good reason (as such terms are defined in the agreement).

On June 7, 2024, the Company also entered into an employment agreement with James Trettel, effective as of June 1, 2024, pursuant to which Mr. Trettel will serve as Executive Vice President of Operations of the Company. The agreement has a term of three years which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period. Mr. Trettel is entitled to a base salary of $600,000 per year, which may be increased from time to time solely at the discretion of our Board of Directors (or committee thereof). Mr. Trettel shall be eligible to receive bonus compensation in such amounts and at such times as our Board of Directors (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually. He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits. He is also entitled to receive equity awards subject to the sole discretion of our Board of Directors (or committee thereof). The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr. Trettel for good reason (as such terms are defined in the agreement).

Outstanding Equity Awards as of December 31, 2025

The following table sets forth certain information about the number of unexercised nonqualified stock options held as of December 31, 2025 by each executive named in the Summary Compensation Table.


	Number of	Number of
	securities	securities
	underlying	underlying
	unexercised	unexercised	Option
	options (#)	options (#)	Exercise
Name	exercisable	unexercisable	Price ($)	Option Expiration Date
Richard MacPherson	150,000	—	3.90	11/22/2026
	60,000	—	4.40	01/15/2029
John Pavlish	10,000	—	5.75	02/10/2027
	100,000	—	3.90	11/22/2026
	100,000	—	1.05	05/31/2027
	20,000	—	4.40	01/15/2029
James Trettel	100,000	—	5.75	02/10/2027
	100,000	—	3.90	11/22/2026
	100,000	—	1.05	05/31/2027
	40,000	—	4.40	01/15/2029

Other Benefits

Our executive officers are eligible to participate in all of our employee benefit plans, such as medical, ~~dental, vision, group life, disability,~~ and ~~accidental death and dismemberment insurance~~dental, our employee stock purchase plan, and our 401(k) plan, in each case on the same basis as other employees, subject to applicable law, should such benefits exist. Our 401(k) plan allows eligible employees to defer a portion of their compensation before federal income tax to a qualified trust. All employees who are at least 21 years of age are eligible to participate in the 401(k) plan. The participants may choose from ~~nineteen~~multiple investment options for the investment of their deferred compensation. In addition, we match 100% of each participant’s salary deferral, for the first 4% of their salary, with a cash contribution. For the years ended December 31, ~~2020~~2025 and ~~2019~~2024, we contributed $4884,~~068~~926 and $4771,~~898~~909, respectively, to the 401(k) plan. We also provide vacation and other paid holidays to all employees, including our executive officers, which are comparable to those provided at peer companies. AtCertain ~~this~~other ~~time,~~perquisites weand ~~do not provide special~~ benefits orare ~~other~~provided ~~perquisites~~ to our executive officers as reflected in the tables above.

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Policies Regarding Recovery of Awards

Our ~~board~~Board of Directors has not adopted a policy that requires us to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement. However, wein ~~may~~connection ~~implement~~with aour ~~clawback~~application ~~policy~~to inlist ~~accordance~~our ~~with~~common ~~the~~stock ~~requirements~~on ofNYSE ~~the~~American, ~~Dodd-Frank~~we ~~Wall~~intend ~~Street~~to ~~Reform~~adopt ~~and~~a ~~Consumer~~clawback ~~Protection~~policy ~~Act~~that ofcomplies ~~2010~~with ~~and~~NYSE ~~the~~American’s ~~regulations~~clawback ~~that~~rules promulgated ~~will~~under beSection 10D ~~issued~~of ~~under~~the ~~that~~Exchange ~~act~~Act and the rules promulgated thereunder.

Tax and Accounting Treatment of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1.0 million per person on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer and certain of our other executive officers. While ~~the~~our ~~board~~Board of ~~directors~~Directors considers deductibility factors when making compensation decisions, ~~the~~our ~~board~~Board of Directors also looks at other considerations, such as providing our executive officers with competitive and adequate incentives to remain with us and increase our business operations, financial performance, and prospects, as well as rewarding extraordinary contributions. ~~No compensation to named executive officers exceeded this threshold in [2020].~~

We account for equity compensation paid to our employees under the rules of FASB ASC Topic 718, which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. We have not tailored our executive compensation program to achieve particular accounting results.

Policies on Ownership, Insider Trading, Hedging, and 10b5-1 Plans

We do not have formal stock ownership guidelines for our employees or directors, because ~~the~~our ~~board~~Board of ~~directors~~Directors is satisfied that stock and option holdings among our employees or directors, are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders. In addition, we believe that stock ownership guidelines are rare in companies at our stage, which means that ownership requirements would put us at a competitive disadvantage when recruiting and retaining high-quality executives.

53We ~~Table~~have established an insider trading policy which provides guidelines to officers, directors and employees with respect to transactions in the Company’s securities. The Company’s insider trading policy prohibits certain actions by such individuals relating to buying and selling common stock of ~~Contents~~the Company, and discourages certain other actions in other situations. Such individuals are authorized to enter into trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer. Under these plans, the individual must not exercise any influence over the amount of the securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party. Such plans provide a defense from insider trading liability. No director or named executive officer has a trading plan in place.

Our insider trading policy prohibits certain actions by our Executive Officers relating to buying and selling our common stock. Our executive officers are authorized to enter into trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer (“broker”) designated by us. These plans may include specific instructions for the broker to exercise vested options and sell Company stock on behalf of the executive officer at certain dates, if our stock price is above a specified level or both. Under these plans, the executive officer no longer has control over the decision to exercise and sell the securities in the plan, unless he or she amends or terminates the trading plan during a trading window. Plan modifications are not effective until the 31st day after adoption. The purpose of these plans is to enable executive officers to recognize the value of their compensation and diversify their holdings of our stock during periods in which the executive officer would be unable to sell our common stock because material information about us had not been publicly released. As of the record date, no named executive officer had a trading plan in place.

Stockholder Advisory Vote on Executive Compensation

Our Company held an advisory vote on executive compensation in ~~2021~~2024 and ~~intends~~takes ~~to take~~ such action annually ~~in the future~~. ~~Both~~Our ~~our~~Board ~~compensation~~of ~~committee~~Directors ~~and~~intends ~~the board intend~~ to periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and developments, including the outcome of future non-binding advisory votes by our stockholders.

Stock Option Grant Practices

Our Company has certain practices relating to the timing of grants of stock options. For option grants to our employees, including executive officers, and non-employee directors, grants of options are currently made by and at meetings of our Board of Directors, or by unanimous written consent in lieu of a meeting, under our Amended and Restated 2017 Equity Incentive Plan. While our Board of Directors does not currently have a formal policy regarding the timing and terms of stock option awards while in possession of material non-public information, our Board of Directors expects to defer grants until a date on which the Company is not in possession of material non-public information. It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive or director compensation.

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DIRECTOR COMPENSATION

 Director Compensation Table for Year Ended December 31, ~~2020~~2025

The following table sets forth information regarding the compensation for ~~2020~~2025 of each non-executive member of ~~the~~our ~~board~~Board of ~~directors:~~Directors. Christopher Greenberg resigned from our Board of Directors on July 1, 2025.

Name	Fees Earned orPaid in Cash ($)			Option Awards ($) (1)			Total ($)

Christopher Greenberg		100,000			133,250			233,250
	Fees
David M. Kaye		--			133,250			133,250
	Earned
	or		Stock	Option
	Paid in		Awards($)	Awards
Name	Cash ($)		(1)	($) (1)		Total ($)
Christopher Greenberg	75,000		—	—		75,000
David M. Kaye	75,000		—	—		75,000
Troy Grant	112,500		1,668	—		114,168
Mitzi H. Coogler	75,000		—	40,071		115,071

~~__________~~ (1) Represents the aggregate grant date fair value recognized in 2025 computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included elsewhere in this prospectus for the year ended December 31, 2024. There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized. The following table provides information concerning the restricted stock units (“RSUs”) and stock options granted to the Directors for 2025:

(1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized. The following table provides information concerning the stock awards and stock options granted to the Directors for 2020:


				FASB ASC
		Stock		Topic		Stock		FASB ASC Topic
		Awards		718 Value		Options		718 Value
Name		(#)		($)		(#) (1)		($)
Christopher Greenberg		—		—		—		—
David M. Kaye		—		—		—		—
Troy Grant		10,000	(1)	1,668		—		—
Mitzi H. Coogler		—		—		20,000	(2)	40,071

Name	Stock Options (#)		FASB ASC Topic718 Value
Christopher Greenberg		500,000		133,250
David M. Kaye		500,000		133,250

(1)	On January 15, 2024, the Company granted 10,000 RSUs to Mr. Grant. The RSUs vest one year from the grant of grant on January 15, 2025. Once vested, each RSU represents the right to receive one share of the Company’s common stock.

~~Mr.~~(2) ~~Greenberg~~On isJanuary ~~paid~~9, ~~$100~~2025,~~000~~ ~~per~~the ~~year~~Company ~~for~~granted ~~serving~~a asnonqualified ~~Chairman~~stock ofoption ~~the~~to ~~Board~~Ms. AsCoogler ofto ~~December~~acquire 3120,000 ~~2020,~~shares ~~$95,833~~of common stock at an exercise price of Mr$2.80 ~~Greenberg’s~~per ~~2020~~share. ~~cash~~The ~~fee~~option ~~remained~~is ~~unpaid~~fully vested and exercisable as of the grant date.

During 2025, Mr. Greenberg received $75,000 in compensation for his service as Chairman of our Board of Directors from January 1, 2025 until his resignation, effective July 1, 2025. Each of Mr. Kaye, ~~was~~Mr. ~~not~~Grant ~~paid~~and ~~any~~Ms. ~~cash~~Coogler ~~compensation~~received $75,000 during 2025 for service on ~~the~~our Board inof ~~2020~~Directors. Mr. Grant also received an additional $37,500 during 2025 for his service as Chairman of the Audit Committee. Effective July 1, 2025, Mr. Grant no longer receives this additional compensation.

~~All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company.~~

~~54 Table of Contents~~64

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than the compensation agreements and other arrangements described under the sections entitled “Executive Compensation” and “Director Compensation” in this prospectus and the transactions described below, since January 1, ~~2020~~2023, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which any director, executive officer, holder of five percent or more of any class of our capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

~~Kaye~~AC ~~Cooper~~Midwest Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $137,500 and $100,000 for the six months ended June 30, 2021 and 2020, respectively, for legal services rendered and disbursement incurred. David M. Kaye, a Director and Secretary of the Company, is a partner of the law firm. At June 30, 2021 and December 31, 2020, $206,250 and $168,750, respectively, was owed to the firm for services rendered.Agreements

On ~~June 1~~February 27, ~~2021~~2024, we entered into aan Unsecured Debt ~~Repayment~~Restructuring ~~and~~Agreement ~~Exchange~~(the “Debt Restructuring Agreement”) with AC Midwest, which ~~will~~replaced ~~repay~~and ~~all~~superseded ~~existing~~the ~~secured~~Unsecured Note Financing Agreement and ~~unsecured~~Reaffirmation ~~debt~~of ~~obligations~~Guaranty ~~presently~~entered ~~held~~into bywith AC Midwest on February 25, 2019, as amended on October 28, 2022 (the “~~Debt~~Unsecured ~~Repayment~~Note Financing Agreement”).

ACPursuant ~~Midwest is the holder of an unsecured note with a principal amount outstanding of $13,154,930.60 which was issued on February 25, 2019 pursuant~~ to ~~an Unsecured Note Financing Agreement (~~the “Unsecured Note Financing Agreement”), ~~entered~~prior ~~into~~to onFebruary ~~such~~27, ~~date with AC Midwest~~2024, ~~pursuant to which~~ AC Midwest ~~exchanged~~was athe ~~previously~~holder ~~issued~~of ~~subordinated~~an unsecured note inwith ~~the~~a principal amount outstanding of $13,~~000~~154,~~000,~~930.61 ~~together~~which ~~with~~was ~~all~~issued ~~accrued~~on ~~and~~February ~~unpaid interest thereon~~25, ~~for~~2019 ~~a new unsecured note in the principal amount of $13,154,930.60~~ (the “Unsecured Note”). The Unsecured Note ~~will~~was scheduled to mature on August 25, ~~2022~~2025 and ~~bears~~bore a zero cash interest rate. Pursuant to the Unsecured Note Financing Agreement, AC Midwest ~~shall~~was also be entitled to a “non-recourse” profit participation preference equal to 1$17,654,930.060 ~~times the original principal amount~~ (the “Profit Share”). ~~The~~Prior ~~Profit~~to ~~Share~~maturity, isthe ~~“non-recourse”~~outstanding ~~and~~principal, ~~shall~~as ~~only~~well beas ~~derived from and computed on~~ the ~~basis~~Profit ofShare, ~~and~~were to be paid from, Net Litigation Proceeds from claims relating to ~~our~~the Company’s intellectual property, Net Revenue Share, ~~and~~ Adjusted Free Cash Flow and Equity Offering Net Proceeds (as such terms are defined in the Unsecured Note Financing Agreement). InAny ~~addition,~~remaining ~~there remains outstanding to AC Midwest a~~ principal balance ofdue ~~$271,686.10~~on (the ~~“Secured~~Unsecured Note ~~Principal~~would ~~Balance”)~~be due ~~under~~and apayable ~~secured~~in ~~note~~full ~~issued~~ on ~~November~~its 29maturity date. The Profit Share, ~~2016~~however, inif ~~the~~not ~~original~~paid ~~principal~~in ~~amount~~full ofon ~~$9,646,686.08,~~or ~~which~~before ~~has~~such a maturity date, ofwould ~~August~~remain ~~25,~~subject ~~2022~~to (the ~~“Secured~~Unsecured Note~~”).~~ ~~The~~Financing ~~Secured~~Agreement ~~Note~~until ~~bears~~full ~~interest~~and atfinal ~~a rate of 15~~payment.~~0% per annum, payable quarterly.~~

~~Pursuant~~Prior to ~~the~~February 27, ~~Debt Repayment Agreement~~2024, wethere ~~shall~~also ~~repay~~remained atoutstanding ~~closing~~to ~~the~~AC ~~Secured~~Midwest ~~Note~~a ~~Principal~~principal ~~Balance~~balance inof ~~cash~~$271,686.10 ~~together~~due ~~with~~under ~~any~~a ~~other~~secured ~~amounts~~noted ~~due~~of ~~and~~the ~~owing~~Company ~~under~~issued on November 29, 2016 in the ~~Secured~~original ~~Note~~principal amount of $9,646,686, ~~and~~which ~~repay~~had ~~the~~a ~~outstanding~~maturity ~~debt~~date ~~under~~of August 25, 2025 (the ~~Unsecured~~“Secured Note”). byThe ~~paying~~Secured ~~and~~Note had ~~issuing~~been aissued ~~combination~~pursuant ofto ~~cash~~an Amended and ~~shares~~Restated Financing Agreement and Reaffirmation of ~~common~~Guaranty, ~~stock~~dated as ~~described~~of ~~below~~November 1, ~~which~~2016, ACas ~~Midwest~~amended ~~has~~on ~~agreed~~June 14, to2018, ~~accept~~September 12, in2019, ~~full~~February 25, 2019 and ~~complete~~October 28, ~~repayment~~2022 of (the ~~obligations~~“Restated ~~thereunder~~Financing Agreement”).

AtPursuant ~~closing,~~to ~~and~~the ~~with~~Debt ~~regard~~Restructuring toAgreement, ~~the~~on ~~Unsecured~~February ~~Note~~27, 2024, we ~~shall~~(i) ~~pay~~paid AC Midwest $69,~~577~~040,~~465.30~~000 as a reduction in ~~cash~~the ~~representing~~outstanding ~~50.0%~~principal balance of the ~~aggregate~~Unsecured Note, (ii) issued to AC Midwest a new unsecured replacement note representing the remaining outstanding principal balance of the Unsecured Note, ~~and~~in ~~issue~~the ~~shares~~principal amount of ~~common~~$4,114,930.60 ~~stock~~(the to“New Note”), and (iii) paid AC Midwest in$275,625.55 ~~exchange~~representing ~~for~~ the remaining 50principal balance under the Secured Note of $271,686.0%10 plus interest of ~~the~~$3,939.45. ~~aggregate~~In ~~outstanding~~addition, ~~principal~~within ~~balance~~30 atdays, anwe ~~exchange~~would ~~price~~either ~~equal~~facilitate the private sale to ~~100%~~third parties of ~~the~~certain ~~offering~~shares ~~price~~ of common stock inof the ~~Qualifying~~Company ~~Offering~~held (by AC Midwest for a purchase price of no less than $960,000, which amount shall be applied as ~~defined~~a ~~below).~~credit ~~With~~against ~~regard~~the toprincipal balance due on the ~~Profit~~New ~~Share,~~Note atdollar ~~closing~~for wedollar, ~~shall~~or pay AC Midwest $2960,~~305,308.00~~000 intoward ~~cash~~the ~~representing~~principal ~~the~~balance ~~Profit~~due ~~Share~~on ~~Valuation,~~the ~~and~~New ~~issue~~Note. ~~shares~~The private sale of ~~common~~such ~~stock~~shares for the purchase price of $4960,~~026~~000 was completed on March 11,~~567~~ 2024.76 ~~representing~~Any remaining principal balance on the ~~Adjusted~~New ~~Profit~~Note ~~Share~~was ~~Valuation~~due August 27, 2024 (asthe ~~such~~“Maturity ~~terms~~Date”), ~~are~~which ~~defined~~was six months from February 27, 2024. Until repaid in full, the ~~Debt~~New ~~Repayment~~Note ~~Agreement)~~accrued interest at a rate equal to the ~~same~~Secured ~~exchange~~Overnight ~~price~~Financing ~~indicated~~Rate ~~above~~plus 2.0% Weper ~~have~~annum. ~~agreed~~The toNew ~~provide~~Note ~~certain~~completely ~~registration~~replaced ~~rights~~and superseded the Unsecured Note, which was of no further force and effect. On August 26, 2024 and August 27, 2024, the Company repaid AC Midwest the remaining principal of $3,154,931 on the New Note together with ~~respect~~accrued tointerest of $119,164. As a result, the ~~shares~~only ~~issued~~remaining ~~thereunder~~debt obligation under the Debt Restructuring Agreement is the profit participation, as described below.

~~The~~In ~~closing~~addition, pursuant to the Debt Restructuring Agreement, AC Midwest is ~~subject~~entitled to ~~various~~a ~~conditions~~profit ~~including~~participation ~~but~~preference ~~not~~equal ~~limited~~to $7,900,000 (the “Restructured Profit Share”). The Restructured Profit Share is “non-recourse” and shall only be paid from Net Litigation Proceeds (as defined in the Debt Restructuring Agreement) from claims relating to our intellectual property. Following the ~~completion~~receipt of any Net Litigation Proceeds, we are required to prepay any remaining principal balance of the New Note and pay the Restructured Profit Share in an ~~offering~~amount equal to 75.0% of ~~equity~~such ~~securities~~Net ~~resulting~~Litigation Proceeds until the New Note and Restructured Profit Share have been paid in ~~net~~full. ~~proceeds~~The Restructured Profit Share completely replaces and supersedes the terms and conditions of atthe ~~least~~Profit Share in the amount of $1217,654,930.060 ~~million~~provided byfor ~~December~~in 31the Unsecured Note Financing Agreement, ~~2021~~which (is of no further force and effect. The Restructured Profit Share, if not paid in full on or before the ~~“Qualifying~~Maturity ~~Offering”)~~Date, remains subject to the terms of the Debt Restructuring Agreement.

~~AC Midwest beneficially owns 5% or more of the common stock of the Company.~~65

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In addition to facilitating the private sale to third parties as described above, AC Midwest granted the Company the exclusive right until December 31, 2024 to facilitate the sale of all or a portion of the remaining balance of the shares of common stock of the Company held by AC Midwest, which proceeds above a certain amount will be applied as a credit against the Restructured Profit Share dollar for dollar (the “Facilitation Credit”). As of December 31, 2024, the Company had not facilitated the sale of any portion of the remaining shares held by AC Midwest. As a result, no Facilitation Credit will be issued to the Company.

As a result of the repayment of the remaining principal balance under the Secured Note, we and AC Midwest executed a Satisfaction and Discharge of Secured Debt confirming the cancellation of the Secured Note and that all of the obligations under the Restated Financing Agreement have been fully satisfied and discharged.

As of the date of this prospectus, AC Midwest beneficially owns approximately 9.6% of the outstanding shares of our common stock.

Kaye Coopery Kay & Rosenberg, LLP

Kaye Cooper Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $393,111, $431,444 and $450,760 for the years ended December 31, 2023, December 31, 2024 and December 31, 2025, respectively, for legal services rendered and disbursement incurred. David M. Kaye, a director of the Company, is a partner of the law firm.

Dakin Agreement

On January 31, 2023, we entered into the Dakin Agreement, pursuant to which Dakin has granted to the Company (i) a limited license to manufacture and produce for Dakin products (the “Dakin Products”) comprising Dakin IP described below, and (ii) an exclusive license to commercialize the Dakin IP in the United States. Dakin is a company owned and controlled by Richard MacPherson, the Company’s Chief Executive Officer and President. The Dakin Agreement is for a term of ten years unless terminated earlier under certain circumstances as set forth therein. Under the Dakin Agreement, Dakin is required to purchase from the Company 100% of Dakin’s requirements for the Dakin Products containing the Dakin IP for all sales of the Dakin Products outside of the United States, subject to the availability of the products from the Company, at a pricing formula set forth in the Dakin Agreement. The Company was required to pay Dakin a license fee of $12,500 per month for a three-year period commencing as of the effective date, and pay Dakin a royalty on all sales of the Dakin Products made by the Company in the United States. The Company also agreed to provide Dakin with technical support as requested by Dakin at such technical support rates set forth in the Dakin Agreement subject to adjustment. On November 18, 2024, the parties entered into an amendment to the Dakin Agreement which eliminated all further monthly license fees after September 30, 2024. The Dakin IP consists of a proprietary compound of materials engineered to treat a boiler to improve the combustion process and thereby reduce overall emissions, while improving boiler efficiency during the combustion of all types of fuels at power plants. For the years ended December 31, 2023 and 2024, Dakin incurred license fees of $150,000 and $112,500, respectively.

On May 28, 2024, the Company entered into an Administrative Services Agreement with Greenberg Enterprises, LLC (“Greenberg Enterprises”), pursuant to which Greenberg Enterprises will be paid for certain administrative support provided to the Company since January 1, 2024 and administrative support to be provided in the future to the Company, including but not limited to general office and technical support, project management and support, and vendor relations support. Such agreement was terminated effective in December 2024. During the year ended December 31, 2024, Greenberg Enterprises provided $237,020 for administrative services and $335,100 for expense reimbursement. At December 31, 2024, Greenberg Enterprises was owed $0 from the Company pursuant to the agreement. Greenberg Enterprises is a company owned and controlled by Christopher Greenberg, the former Chairman of our Board of Directors.

Indemnification Agreements

InFollowing ~~connection with~~ this offering, we intend to enter into new agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our Company or that person’s status as a member of our ~~board~~Board of ~~directors~~Directors to the maximum extent allowed under Delaware law.

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Policies for Approval of Related Party Transactions

All related persons transactions were reviewed and approved by a majority of ~~the~~our ~~board~~Board of ~~directors~~Directors on terms no less favorable than those that could be obtained from unaffiliated third parties. Further., we intend to ensure that all future transactions between us and any related person are approved by a majority of the members of ~~the~~our ~~board~~Board of Directors, including a majority of the independent and disinterested members of ~~the~~our ~~board~~Board of Directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third-parties. Additionally, all such transactions shall be reviewed and approved by ~~the~~our ~~audit~~Audit ~~committee~~Committee, which will present its determination to ~~the~~our ~~board~~Board of Directors as a whole.

InFollowing ~~connection with~~ this offering, we expect to adopt a written related party transactions policy that will provide that such transactions must be approved by our ~~audit~~Audit ~~committee~~Committee. ~~This policy will become effective on the date on which the registration statement of which this prospectus is part is declared effective by the SEC.~~ Pursuant to this policy, the ~~audit~~Audit ~~committee~~Committee ~~has~~will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of January ~~[ ]~~9, ~~2021~~2026 by:

·● each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of our capital stock; ~~· each of our named executive officers; · each of our directors; and · all of our executive officers and directors as a group.~~

~~The~~● ~~column~~each ~~entitled “Percentage~~ of Shares Beneficially Owned—Before Offering” is calculated based on 89,265,951 shares of common stock outstanding as of November 4, 2021. The column entitled “Percentage of Shares Beneficially Owned—After Offering” is based on [ ] shares of our ~~common~~named ~~stock~~executive to be outstanding after this offering, including the [ ] shares of our common stock that we are selling in this offering, but not including any additional shares issuable upon exercise of outstanding options.officers;

We● ~~have~~each ~~determined beneficial ownership in accordance with the rules~~ of ~~the~~our ~~SEC,~~directors; and the information is not necessarily indicative of beneficial ownership for any other purpose. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities as well as any shares of common stock that the person has the right to acquire within 60 days of [ ], 2021 through the exercise of stock options or other rights. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

●

all of our executive officers and directors as a group.

The column entitled “Percentage of Shares Beneficially Owned-Before Offering” is calculated based on shares of common stock outstanding as of January 9, 2026. The column entitled “Percentage of Shares Beneficially Owned-After Offering” is based on shares of our common stock to be outstanding after this offering, including the shares of our common stock that we are selling in this offering (without giving effect to the issuance of 722,892 shares if the underwriters elect to exercise their option to purchase additional shares in full), but not including any additional shares issuable upon exercise of outstanding options.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities as well as any shares of common stock that the person has the right to acquire within 60 days of January 9, 2026 through the exercise of stock options or other rights. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Except as otherwise noted below, the address for persons listed in the table is c/o the Company at 1810 Jester Drive, Corsicana, Texas 75109.

	Number of Shares				Percentage ofOutstanding SharesBeneficially Owned (7)

Name	BeneficiallyOwned				BeforeOffering			After Offering
			Percentage of
Directors, Director Nominees, and Named Executive Officers
			Outstanding Shares
Richard MacPherson (1)		12,521,345				13.5	%	[ ]	%
	Number of		Beneficially Owned
Christopher Greenberg (2)		5,620,533				6.2	%	[ ]	%
	Shares		(9)
John Pavlish (3)		5,839,070				6.2	%	[ ]	%
	Beneficially		Before		After
James Trettel (4)		3,230,685				3.5	%	[ ]	%
Name	Owned		Offering		Offering
David M. Kaye (5)		550,000				*		[ ]	%
Directors and Named Executive Officers:
Alterna Core Capital Assets Fund II, L.P., et al (6)		11,700,000				13.1	%	[ ]	%
Richard MacPherson	2,852,595	(1)	14.51	%	11.65	%
All officers and directors as a group (6 persons)		28,142,048				27.3	%	[ ]	%
John Pavlish	669,710	(2)	3.40	%	2.73	%
James Trettel	403,387	(3)	2.04	%	1.64	%
David M. Kaye	119,032	(4)	*		*
Troy Grant	65,000	(5)	*		*
Mitzi H. Coogler	30,000	(6)	*		*
All officers and directors as a group (7 persons)	4,144,724		20.39	%	16.48	%
5% or Greater Stockholders:
Alterna Core Capital Assets Fund II, L.P., et al	1,860,000	(7)	9.56	%	7.66	%
Christopher Greenberg	1,126,107	(8)	5.78	%	4.63	%

*	Less than one percent of the outstanding shares of common stock of the Company.
(1)	Includes 8,680,826 shares owned by Mr. MacPherson and 3,840,519 shares which Mr. MacPherson has the right to acquire upon exercise of options in the next 60 days.
(2)	Includes 4,195,869 shares owned by Mr. Greenberg, 5,000 shares owned by Mr. Greenberg with his wife, 3,000 shares owned by Mr. Greenberg’s wife, and 1,416,664 shares which Mr. Greenberg has the right to acquire upon exercise of options within the next 60 days.
(3)	Includes 1,035,945 shares owned by Mr. Pavlish and 4,803,125 shares which Mr. Pavlish has the right to acquire upon exercise of options within the next 60 days.
(4)	Includes 136,935 shares owned by Mr. Trettel, 200,000 owned by Mr. Trettel’s wife, and 2,893,750 shares which Mr. Trettel has the right to acquire upon exercise of options within the next 60 days.
(5)	Includes 550,000 shares which Mr. Kaye has the right to acquire upon exercise of options within the next 60 days.
(6)	Represents 11,700,000 shares owned and based solely upon and according to information reported in filings made to the SEC, jointly filed by and on behalf of certain reporting persons identified below (the “Reporting Persons”). The Reporting Persons are Alterna Core Capital Assets Fund II, L.P., Alterna Capital Partners LLC, Alterna General Partner II LLC, AC Midwest Energy LLC, Harry V. Toll, Eric M. Press, Roger P. Miller, and Earle Goldin. The address for the Reporting Persons is 15 River Road, Suite 230, Wilton CT 06897.
(7)	Applicable percentage ownership for each stockholder is based on 89,265,951 shares of common stock outstanding as of November 4, 2021 plus any securities that stockholder has the right to acquire within 60 days of November 4, 2021 pursuant to options, warrants, conversion privileges, or other rights. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants, or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of November 4, 2021 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

*	Less than one percent of the outstanding shares of common stock of the Company.

57(1) ~~Table~~Includes 2,642,595 shares owned by Mr. MacPherson and 210,000 shares which Mr. MacPherson has the right to acquire upon exercise of ~~Contents~~options.

(2)	Includes 439,710 shares owned by Mr. Pavlish and 230,000 shares which Mr. Pavlish has the right to acquire upon exercise of options.

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(3)	Includes 23,387 shares owned by Mr. Trettel, 40,000 owned by Mr. Trettel’s wife, and 340,000 shares which Mr. Trettel has the right to acquire upon exercise of options.

(4)	Includes 74,032 shares owned by Mr. Kaye and 45,000 shares which Mr. Kaye has the right to acquire upon exercise of options.

(5)	Includes 40,000 shares owned by Mr. Grant and 25,000 shares which Mr. Grant has the right to acquire upon exercise of options.

(6)	Includes 10,000 shares owned by Ms. Coogler with her husband, as joint tenants, and 20,000 shares which Ms. Coogler has the right to acquire upon exercise of options.

(7)

Represents 1,860,000 shares owned and based solely upon and according to information reported in filings made to the SEC, jointly filed by and on behalf of certain reporting persons identified below (the “Reporting Persons”).  The Reporting Persons are Alterna Core Capital Assets Fund II, L.P., Alterna Capital Partners LLC, Alterna General Partner II LLC, AC Midwest Energy LLC, Eric M. Press, Roger P. Miller, and Earle Goldin.  The address for the Reporting Persons is 10 Corporate Drive, Suite 2204, Bedford, NH 03110.

(8)	Includes 1,084,507 shares owned by Mr. Greenberg, 1,000 shares owned by Mr. Greenberg with his wife, 600 shares owned by Mr. Greenberg’s wife, and 40,000 shares which Mr. Greenberg has the right to acquire upon exercise of options.

(9)

Applicable percentage ownership for each stockholder is based on 19,455,966 shares of common stock outstanding as of January 9, 2026 plus any securities that stockholder has the right to acquire within 60 days of January 9, 2026 pursuant to options, warrants, conversion privileges, or other rights.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants, or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of January 9, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions are summaries of the material terms of our ~~amended~~Certificate ~~and restated certificate~~ of ~~incorporation~~Incorporation and ~~second~~Bylaws. ~~amended~~The ~~and~~descriptions ~~restated~~in ~~bylaws, which will become effective immediately prior to the closing of~~ this ~~offering.~~prospectus ~~The descriptions~~ of ~~the~~our ~~common~~securities ~~stock~~ and ~~preferred~~our ~~stock~~organizational ~~give~~documents ~~effect~~do tonot ~~changes~~purport to ~~our~~be ~~capital~~complete ~~structure~~and ~~that~~are ~~will~~subject ~~occur~~to, ~~upon~~and ~~the~~qualified ~~completion~~in oftheir ~~this~~entirety ~~offering.~~by Wereference ~~refer in this section~~ to, our ~~amended~~organizational ~~and~~documents, ~~restated~~copies ~~certificate~~ of ~~incorporation~~which ashave ~~our~~been ~~certificate~~filed ofor ~~incorporation,~~incorporated ~~and~~by wereference ~~refer~~as exhibits to ~~our~~the ~~second~~registration ~~amended~~statement ~~and~~of ~~restated~~which ~~bylaws~~this asprospectus ~~our~~form ~~bylaws~~a part.

General

~~Upon~~We ~~completion~~are ofauthorized ~~this~~to ~~offering~~issue 150,000,000 ~~our~~shares ~~authorized~~of ~~capital~~common stock ~~will~~and ~~consist~~2,000,000 ~~of [ ]~~ shares of ~~common~~preferred stock, par value $0.001 per share (the “preferred stock”). As of January 9, ~~and [~~2026, 19,455,966 ] shares of ~~preferred~~our common stock, ~~par~~were ~~value~~outstanding

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