S-1/A: Birchtech Seeks NYSE American Listing Amidst Going Concern

Sentiment:

Public Offering Registration Statement Amendment 3 February 2026 5:11 PM

Birchtech Corp. is pursuing a public offering and NYSE American listing to fund operations and new water treatment initiatives, despite a recent financial restatement and ongoing 'going concern' doubt.

Delay expectedThe EPA under the Trump Administration announced its intent to extend the PFOA and PFOS MCL compliance deadlines to 2031, delaying the full impact of these regulations.The EPA also announced its intent to rescind and reconsider regulatory determinations for PFHxS, PFNA, HFPO-DA/GenX, and the Hazard Index mixture, creating further delays and uncertainty for water treatment regulations.President Trump signed a Proclamation exempting certain stationary sources from compliance with the 2024 updated MATS Rule for two years (July 8, 2027, to July 8, 2029), delaying stricter mercury emission controls for some customers.The appeal of the $78.4 million patent infringement judgment by CERT defendants introduces a delay in the timing and amount of any recovery.

Capital raiseThe company is offering 5,449,592 shares of common stock in a public offering, with an underwriters' option for an additional 817,439 shares.Estimated net proceeds are approximately $17.7 million, or $20.5 million if the over-allotment option is fully exercised.Management is exploring additional financing opportunities to mitigate the going concern risk.

Worse than expectedSubstantial doubt about the company's ability to continue as a going concern within one year from the issuance date of the financial statements.Working capital deficiency of $5.0 million at September 30, 2025.Net loss of $10.8 million for the year ended December 31, 2024, and $2.4 million for the nine months ended September 30, 2025.Cash used in operating activities of $4.1 million in 2024 and $1.7 million in the first nine months of 2025.Restatement of prior financial statements due to a revenue recognition error.Regulatory uncertainty regarding MATS rule rollbacks and PFAS compliance deadline extensions under the new administration.The appeal of the $78.4 million patent infringement judgment introduces uncertainty regarding cash recovery.

Summary

Birchtech Corp. is offering 5,449,592 shares of common stock at an assumed public offering price of $3.67 per share to list on the NYSE American under the symbol BCHT.
A 1-for-5 reverse stock split became effective on December 26, 2025, to meet NYSE American minimum price requirements.
Net proceeds from the offering are estimated at $17.7 million, or $20.5 million if the over-allotment option is fully exercised, intended for operating expenses, working capital, and general corporate purposes.
The company is a provider of specialty activated carbon technologies for air and water purification, with patented mercury emissions capture solutions for coal-fired utilities and developing water purification technologies for PFAS/PFOS.
A federal jury awarded Birchtech a $57.1 million patent infringement verdict against CERT defendants on March 1, 2024, which became a final judgment of $78,397,157.05 (including pre-judgment interest) on December 29, 2025. The CERT defendants filed an appeal on January 28, 2026.
The company entered into several licensing agreements with utilities in 2024 and 2025, resolving some patent disputes and generating licensing revenue.
Birchtech identified an error in previously reported financial statements, leading to a restatement for periods ended December 31, 2023, and 2022, and interim periods in 2023 and 2024, related to revenue recognition from a license agreement.
The company reported a net loss of approximately $10.8 million for the year ended December 31, 2024 (as restated) and a net loss of approximately $2.4 million for the nine months ended September 30, 2025.
Cash used in operating activities was approximately $4.1 million for the year ended December 31, 2024, and $1.7 million for the nine months ended September 30, 2025.
A working capital deficiency of approximately $5.0 million existed at September 30, 2025.
The company's cash balance was approximately $2.3 million at December 31, 2025, and $1.8 million at September 30, 2025.
Management believes current cash and financial resources may be insufficient for the next twelve months, raising substantial doubt about the company's ability to continue as a going concern.
The EPA under the Trump Administration announced plans to reconsider and potentially roll back certain MATS regulations and extend PFAS compliance deadlines, creating regulatory uncertainty for both business segments.
Birchtech is developing a 'Carbon Rejuvenation™' process for thermal reactivation of spent GAC, with demonstrations showing comparable performance to virgin activated carbon in PFAS removal.
The company plans to acquire property and construct a commercial thermal reactivation facility in 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed but predominantly negative development. While the substantial patent litigation judgment and strategic entry into the high-growth water treatment market offer long-term potential, the immediate 'going concern' warning, financial restatement, and regulatory uncertainties create substantial short-term risks and cast a shadow over future prospects.

Positives

A federal jury awarded a $57.1 million patent infringement verdict on March 1, 2024, which became a final judgment of $78,397,157.05 (including pre-judgment interest) on December 29, 2025.
Resolution of several patent disputes through licensing agreements with utilities, generating new licensing revenue of $2.8 million in 2024 and $3.1 million for the nine months ended September 30, 2025.
Introduction of a new water treatment business with next-generation sorbent technologies, targeting PFAS and broader water quality improvement.
Commissioning of two state-of-the-art Design Centers for water treatment innovation in Pennsylvania and North Dakota, capable of thermal reactivation and rapid small-scale column tests (RSSCTs).
Demonstrations of the Carbon Rejuvenation™ process showed thermally reactivated GAC performed comparably to virgin activated carbon in PFAS removal.
Strategic pivot into water treatment positions the company for a rapidly growing market, supported by Infrastructure Investment and Jobs Act funding ($9 billion for PFAS and $12 billion for general drinking water improvements).
Uplisting application to NYSE American, which could improve liquidity and investor visibility.
Increased gross profit to $7.1 million in 2024 from $5.45 million (restated) in 2023, primarily due to higher-margin licensing revenues.
Reduced operating loss to $1.7 million for the nine months ended September 30, 2025, compared to $7.1 million for the same period in 2024.
Net loss significantly improved to $2.4 million for the nine months ended September 30, 2025, compared to $9.5 million for the same period in 2024.

Negatives

Substantial doubt about the company's ability to continue as a going concern within one year from the issuance date of the financial statements (as of September 30, 2025).
Working capital deficiency of approximately $5.0 million at September 30, 2025.
Net loss of $10.8 million for the year ended December 31, 2024 (as restated).
Cash balance of $2.3 million at December 31, 2025, and $1.8 million at September 30, 2025, indicating limited liquidity.
Recent financial restatement for periods ended December 31, 2023, and 2022, and interim periods in 2023 and 2024 due to a revenue recognition error.
Appeal filed by CERT defendants on January 28, 2026, regarding the $78.4 million patent infringement judgment, creating uncertainty about recovery timing and amount.
Ongoing Inter Partes Review (IPR) proceedings at the U.S. Patent and Trademark Office challenging the validity of certain mercury removal patents.
Regulatory uncertainty in the mercury emissions market due to the Trump Administration's plans to reconsider MATS regulations and exempt certain power plants from updated rules until July 2029.
Regulatory uncertainty in the water treatment market due to the Trump Administration's intent to extend PFOA/PFOS compliance deadlines to 2031 and rescind/reconsider regulations for other PFAS chemicals.
Dependence on a small number of key customers (three customers accounted for 26%, 10%, and 10% of revenues for the nine months ended September 30, 2025).
Dependence on third-party suppliers for raw materials, with potential impacts from availability and price volatility.
Lack of significant diversification, historically dependent on mercury emission control technologies.
Low natural gas prices and mild weather can negatively impact demand for coal-fired power and thus mercury emissions control products.
Management concluded internal control over financial reporting and disclosure controls were not effective as of December 31, 2024, and September 30, 2025.
Significant dilution for new investors in the public offering ($3.08 per share based on assumed price of $3.67).
Expiration of 13 U.S. patents and 2 foreign patents related to mercury removal between August and October 2025.

Risks

Demand for mercury emissions services and products is largely driven by coal consumption, which may diminish due to renewable energy incentives and phasing out of coal-fired plants.
Technological change may make products and services less marketable.
The industry is highly competitive, with competitors having greater resources.
Inability to successfully protect intellectual property rights, including risks of patent invalidation or narrow interpretation in litigation.
Current inter partes review proceedings could adversely affect the enforceability of patent rights.
Dependence on third-party suppliers for materials, with availability and price volatility risks.
Dependence on key customers; loss or financial difficulties of these customers could adversely impact results.
Reliance on a small number of key employees; the loss of more than one could disrupt operations and future growth.
Lack of diversification increases investment risk.
Low gas prices and mild weather can negatively impact demand for coal and thus mercury emissions control.
Insurance coverage may not be adequate for all business risks.
Revenues are generated under contracts or blanket purchase orders that must be renegotiated periodically, with no assurance of competitive pricing or successful renegotiation.
Business interruptions (geopolitical events, natural disasters, pandemics, etc.) could disrupt operations and supply chains.
Disruptions to information technology systems or network security breaches could interrupt operations, compromise reputation, and incur costly response measures.
Maintaining and improving financial controls may divert management's attention and increase costs; internal controls over financial reporting and disclosure controls were not effective as of December 31, 2024, and September 30, 2025.
Liquidity risk could impair the ability to fund operations and jeopardize financial condition.
Management has broad discretion in the use of available funds, which may not be used effectively.
Restatement of previously issued financial statements could cause uncertain sentiment in the investment community.
Significant changes, rollbacks, or delays in environmental regulations related to mercury emissions and potable water treatment could have a major impact.
The MATS Rule has been subject to legal challenges and modifications, and further changes are possible.
Uncertainty and variability in international environmental regulations could restrict international expansion.
Trading activity for common stock has varied and, at times, been limited; potential difficulty in buying/selling shares if NYSE American listing is not approved.
Stock price may be volatile, leading to substantial losses and litigation.
Need for additional capital in the future, which may not be available on acceptable terms or at all, potentially leading to dilution.
If common stock is characterized as a penny stock (if NYSE American listing fails), it may be more difficult to resell.
Immediate and substantial dilution for new investors in the offering ($3.08 per share).
Failure to satisfy initial or continued listing standards of NYSE American could negatively impact stock price and liquidity.
No assurance that the 1-for-5 reverse stock split will maintain the market price high enough for NYSE American minimum price requirement.
If securities or industry analysts do not publish research or publish inaccurate/unfavorable research, stock price and trading volume could decline.
Future sales of substantial amounts of common stock (e.g., by existing stockholders under Rule 144) could adversely affect market price.
Future sales and issuances of capital stock could result in further dilution to existing stockholders.
Techniques employed by short sellers may drive down the market price of common stock.
Subject to securities litigation, which is expensive and diverts management's attention.
No assurance that an investment in common stock will earn any positive return; risk of complete loss.
Uncertain or adverse U.S. federal income tax consequences for an investor.
Reverse stock split could cause stock price to decline relative to its pre-split value and decrease liquidity.
The Chief Executive Officer has the ability to significantly influence all matters submitted to stockholders for approval due to approximately 14.51% beneficial ownership (before offering).
Delaware law, the Certificate of Incorporation, and Bylaws contain certain anti-takeover provisions.
No anticipation of paying any cash dividends on capital stock in the foreseeable future.

Future Outlook

Birchtech expects to build strong technical credibility and customer engagement in the water treatment market, anticipating large-scale market adoption. The company's technology platform is not solely dependent on PFAS regulations, as broader market demand for improved water treatment solutions exists. Plans include acquiring property and constructing a commercial thermal reactivation facility in 2026. The company expects continued patent enforcement to yield further licensing and supply agreements. Management believes these plans, including cash inflows from the patent judgment, additional licensing/product sales, and water treatment revenues, along with exploring additional financing, will alleviate substantial doubt about its ability to continue as a going concern, though no assurance can be given.

Management Comments

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 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.
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.
Together, we believe these facilities [Design Centers] 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.
Results met expected treatment standards, which we believe supports the technical and commercial viability of our carbon rejuvenation process as an alternative to virgin carbon replacement.
We believe this regional reactivation model represents a differentiated solution that integrates environmental benefits directly into operating economics and supports broader commercialization opportunities.
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.
While management believes these plans will alleviate substantial doubt, there is no assurance that they will be successfully realized or implemented.

Industry Context

StockSavvy.ai notes that Birchtech operates in the environmental technology sector, specifically addressing mercury emissions from coal-fired power plants and PFAS contamination in water. The mercury emissions market is driven by federal regulations like MATS, which have seen political shifts and proposed rollbacks under the Trump Administration, creating uncertainty. The water treatment market, particularly for PFAS, is rapidly expanding due to new EPA regulations and significant federal funding (Infrastructure Investment and Jobs Act allocating $9 billion for PFAS and $12 billion for general drinking water improvements). Birchtech's strategic pivot into water treatment aligns with this growing demand, while its legacy mercury business faces headwinds from coal plant closures and regulatory instability.

Comparison to Industry Standards

In mercury capture, Birchtech's SEA technology has 'consistently performed better in mercury removal, at lower projected costs' in most head-to-head tests with competitor products from 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).
In the water treatment market, demonstrations of Birchtech's Carbon Rejuvenation™ process showed 'thermally reactivated GAC performed comparably to virgin activated carbon in removing PFAS under the conditions tested.' This positions it as a sustainable and cost-effective alternative to virgin carbon, addressing key water utility questions on optimizing media changeout schedules and reducing operational costs.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Executive Director of Innovation and Commercialization	NA	David Mazyck	2025-06-01	Appointment to head new business line and subsequent promotion.
Director of National Sales	NA	Dennis Baranik	2024-05-01	Appointment to oversee product sales and IP licensing, and support water market development.
Chief Financial Officer	NA	Fiona Fitzmaurice	2023-11-01	Appointment.
Executive Vice President of Operations	Vice President of Operations	James Trettel	2024-06-01	Promotion.
Secretary	David M. Kaye	Richard MacPherson	2023-06-01	Appointment.
Chairman of the Board of Directors	Christopher Greenberg	Richard MacPherson	2025-07-01	Resignation of previous Chairman and appointment of CEO.
Director	NA	Mitzi H. Coogler	2024-12-30	Election to the Board.
Director	Christopher Greenberg	NA	2025-07-01	Resignation.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Policy Adoption	Board of Directors adopted a Majority Voting Policy, requiring any director nominee in an uncontested election who receives more 'withheld' votes than 'for' votes to tender their resignation.	NA	Enhances shareholder influence in director elections, aligning with TSX requirements.
Committee Structure Change	Intends to amend Audit Committee charter to comply with NYSE American listing rules upon listing, including removing David M. Kaye from the committee.	Upon NYSE American listing	Ensures compliance with stricter independence requirements for audit committee members on NYSE American.
Committee Expertise	Mitzi H. Coogler will serve as an audit committee financial expert within the meaning of applicable SEC regulations.	Upon NYSE American listing	Strengthens financial oversight and compliance with SEC requirements for audit committee expertise.
Policy Adoption	Intends to adopt a clawback policy that complies with NYSE American clawback rules promulgated under Section 10D of the Exchange Act.	Upon NYSE American listing	Increases accountability for executive compensation tied to financial performance, aligning with regulatory best practices.
Policy Adoption	Board of Directors expects to defer stock option grants until a date on which the company is not in possession of material non-public information.	NA	Aims to prevent perceptions of insider trading and enhance transparency around equity awards.
Policy Adoption	Established an insider trading policy providing guidelines to officers, directors, and employees with respect to transactions in the company's securities.	NA	Mitigates risks of insider trading and promotes ethical conduct among key personnel.
Policy Adoption	Intends to enter into new agreements to indemnify directors and executive officers to the fullest extent permitted by Delaware law.	Following this offering	Provides protection for directors and officers against certain liabilities, potentially aiding in attracting and retaining talent, but could be costly to the company.
Policy Adoption	Expects to adopt a written related party transactions policy requiring Audit Committee approval for transactions exceeding certain thresholds.	Following this offering	Enhances oversight and transparency of transactions involving related parties, reducing potential conflicts of interest.

Legal Proceedings

**Delaware District Court Action (Patent Infringement)**: Initiated July 2019 against various defendants for infringement of two-part SEA process patents. Resolved with four major utility defendants (July 2020-Jan 2021) and Arthur J. Gallagher & Co., DTE Energy Resources LLC, and Alistar Enterprises, LLC (Nov-Dec 2023) through confidential agreements and licenses. On March 1, 2024, a federal jury awarded a $57.1 million verdict against remaining CERT defendants for willful, induced, and contributory infringement. Final judgment of $78,397,157.05 (including pre-judgment interest) was issued on December 29, 2025, after post-trial motions were denied. CERT defendants filed a notice of appeal on January 28, 2026; no bonded stay obtained as of filing date.
**2024-2025 Patent Infringement Actions (Consolidated in Southern District of Iowa)**: Three lawsuits commenced in July 2024 (Arizona, Iowa, Missouri) and an additional suit in January 2025 (Western District of Missouri, later transferred to Iowa) against multiple utilities for mercury emissions control patent infringement. Several defendants resolved claims through non-exclusive licenses and one-time fees (Oct 2024, Jan 2025, Aug 2025, Sep 2025, Oct 2025), agreeing to withdraw from Inter Partes Review (IPR) petitions. Two utilities remain in the consolidated Iowa actions. Between January and July 2025, certain defendants filed IPR petitions; PTAB granted institution of review for some patents (Sep-Oct 2025), leading to a stay of litigation (Oct 13, 2025). PTO Director ordered PTAB to reconsider most institution decisions (Nov 25, 2025). Other IPR petitions were denied institution by PTO Director (Nov 2025), with reconsideration requested by defendants.

Related Party Transactions

**AC Midwest Agreements**: On February 27, 2024, an Unsecured Debt Restructuring Agreement was entered with AC Midwest (wholly-owned by a stockholder). This involved a $9,040,000 reduction in the Unsecured Note principal, issuance of a new unsecured replacement note for $4,114,930.60, and payment of $275,625.55 for the Secured Note. A private sale of AC Midwest shares for $960,000 was completed on March 11, 2024, credited against the New Note. The remaining principal of $3,154,931 on the New Note plus $119,164 accrued interest was repaid on August 26-27, 2024. The only remaining debt obligation is a non-recourse profit participation preference (Restructured Profit Share) of $7,900,000, payable from Net Litigation Proceeds. AC Midwest beneficially owns approximately 9.6% of outstanding common stock as of January 29, 2026.
**Kaye Cooper Kay & Rosenberg, LLP**: The law firm, where director David M. Kaye is a partner, was paid $450,760 in 2025, $431,444 in 2024, and $393,111 in 2023 for legal services. $37,500 was owed to the firm at September 30, 2025, and December 31, 2024.
**Dakin Agreement**: On January 31, 2023, a License and Supply Agreement was entered with Dakin Holdings Ltd. (owned and controlled by CEO Richard MacPherson). The company was granted a limited license for Dakin Products and an exclusive U.S. license for Dakin IP, with a monthly license fee of $12,500 for three years and royalties on U.S. sales. An amendment on November 18, 2024, eliminated monthly license fees after September 30, 2024. Dakin incurred $0 in license fees for the nine months ended September 30, 2025, $112,500 for the nine months ended September 30, 2024, $112,500 for 2024, and $150,000 for 2023.
**Greenberg Enterprises, LLC**: An Administrative Services Agreement was entered on May 28, 2024, with Greenberg Enterprises, LLC (owned and controlled by former Chairman Christopher Greenberg). The company paid $237,020 for administrative services and $335,100 for expense reimbursement in 2024. The agreement was terminated effective December 2024.

Stakeholder Impact

**Shareholders**: Potential for increased liquidity and visibility with NYSE American listing, but immediate and substantial dilution for new investors. Existing shareholders face uncertainty from the 'going concern' warning, financial restatement, and the appeal of the legal judgment. The CEO's significant ownership (14.51% pre-offering) gives him substantial influence.
**Employees**: New senior personnel have been hired for the water treatment business. Executive compensation includes stock-based awards.
**Customers (Mercury Emissions)**: Benefit from Birchtech's cost-effective mercury removal technology. Some customers are exempt from updated MATS rules for two years, potentially reducing immediate demand for stricter controls.
**Customers (Water Treatment)**: Municipalities and industrial utilities can benefit from next-generation sorbent technologies for PFAS removal, potentially lowering compliance costs and improving operational efficiency.
**Suppliers**: Dependence on third-party suppliers for raw materials, with risks of availability and price volatility.
**Creditors**: The 'going concern' warning raises concerns for creditors. Repayment of AC Midwest notes has reduced some debt obligations. The profit share liability is non-recourse, limiting direct exposure.

Next Steps

Complete the public offering and list common stock on the NYSE American.
Continue efforts to alleviate substantial doubt about the ability to continue as a going concern, including receiving cash inflows from the patent judgment, additional licensing revenues, product sales, and revenues from the water treatment business.
Explore additional financing opportunities.
Acquire property and construct a commercial thermal reactivation facility in 2026.
Continue to defend intellectual property rights in ongoing IPR proceedings and the appeal of the patent infringement judgment.
Monitor and adapt to evolving environmental regulations related to mercury emissions and PFAS.
Implement additional control procedures to improve the overall control environment throughout 2026 and beyond, addressing internal control deficiencies.

Key Dates

Date	Description
1983-07-19	Company originally incorporated in Utah.
2008-12-01	MES, Inc. incorporated in North Dakota.
2011-05-01	EPA proposed MATS rule.
2011-06-21	Merger completed, MES, Inc. became wholly-owned subsidiary, business focused on mercury capture.
2012-04-01	MATS rule became effective.
2013-01-01	Minamata Convention on Mercury text approved by delegates.
2014-01-01	James Trettel appointed Vice President of Operations.
2015-03-01	Richard MacPherson appointed President and Chief Executive Officer.
2015-07-01	Company entered into a five-year lease for warehouse space in Corsicana, Texas.
2016-11-29	Company closed on a secured note with AC Midwest Energy, LLC.
2017-04-24	Company acquired patent rights from The Energy & Environmental Research Center Foundation.
2017-05-01	European Union and seven member states ratified the Minamata Convention on Mercury.
2019-02-25	Company entered into an Unsecured Note Financing Agreement with AC Midwest.
2019-06-01	Lease for Corsicana, Texas warehouse extended to March 31, 2024.
2019-07-17	Company initiated patent litigation in the U.S. District Court for the District of Delaware.
2020-07-01	Agreements with four major utility defendants in patent litigation began.
2021-01-31	Agreements with four major utility defendants in patent litigation concluded.
2022-10-28	Amendment No. 4 to the Amended and Restated Financing Agreement executed, extending AC Midwest Secured Note maturity to August 25, 2025.
2023-01-01	Effective date of License and Supply Agreement with Dakin Holdings Ltd.
2023-01-01	Decision made to liquidate ME2C Sponsor LLC and ME2C Acquisition Corp. (inactive entities).
2023-02-01	Stock options exercised by Chairman, CEO, and a director.
2023-02-20	Stock options exercised by Senior VP and Chief Technology Officer.
2023-02-21	Stock options exercised by employees and a former employee.
2023-03-08	Nonqualified stock option granted to a nonaffiliated third party.
2023-04-01	Nonqualified stock option granted to a nonaffiliated third party.
2023-04-01	EPA issued a proposal to strengthen and update MATS.
2023-05-26	New director appointed to the Board of Directors and granted a nonqualified stock option.
2023-06-05	Stock options exercised by Senior VP and Chief Technology Officer.
2023-06-06	Stock options exercised by an employee.
2023-06-07	Stock options exercised by a director.
2023-06-28	Stock options exercised by CEO, Senior VP and Chief Technology Officer, and a director.
2023-07-03	Board approved Amended and Restated 2014 and 2017 Equity Incentive Plans.
2023-07-20	Common stock began trading on the TSX Venture Exchange (TSXV).
2023-07-28	Stock options exercised by CEO, Senior VP and Chief Technology Officer, and a director.
2023-08-28	Consulting agreement terminated, resulting in an option remaining unvested.
2023-09-29	Stock options exercised by CEO, Senior VP and Chief Technology Officer, a director, and an employee.
2023-09-30	Advisor agreement terminated, resulting in 50% of an option remaining unvested.
2023-10-30	Stock options exercised by an employee.
2023-10-31	Stock options exercised by CEO, Senior VP and Chief Technology Officer, and a director.
2023-11-09	Confidential binding term sheet with Arthur J. Gallagher & Co. and DTE Energy Resources LLC resolved patent litigation.
2023-11-01	Alistar Enterprises, LLC entered into a settlement agreement with the Company.
2023-11-29	Stock options exercised by an employee.
2023-11-30	Stock options exercised by Senior VP and Chief Technology Officer, a director, and a former employee.
2023-12-11	Stock options exercised by Senior VP and Chief Technology Officer, and a director.
2023-12-13	Stock options exercised by an employee.
2023-12-28	Paid license agreement with Chem-Mod LLC, Arthur J. Gallagher & Co., and DTE Energy Co. entered into.
2024-01-15	Company granted nonqualified stock options to certain directors, executive officers, and employees.
2024-02-27	Company entered into an Unsecured Debt Restructuring Agreement with AC Midwest.
2024-02-27	Stock options exercised by a former employee.
2024-03-01	Federal jury awarded a $57.1 million patent infringement verdict in favor of the Company against CERT defendants.
2024-03-11	Private sale of AC Midwest shares for $960,000 completed.
2024-03-28	Lease for Corsicana, Texas warehouse extended for an additional five years to March 31, 2029.
2024-03-28	Board of Directors concluded previously issued financial statements for periods ended December 31, 2023, and 2022, and interim periods in 2023 and 2024 should no longer be relied upon (restatement).
2024-04-01	EPA issued the first-ever national, enforceable drinking water standard to protect communities from exposure to harmful PFAS.
2024-04-01	Company announced the introduction of its new water treatment business.
2024-05-01	EPA finalized and published strengthened MATS rule, with an effective date of July 8, 2024.
2024-05-01	David Mazyck appointed to head the new water business line.
2024-05-01	Dennis Baranik appointed Director of National Sales.
2024-05-28	Company entered into an Administrative Services Agreement with Greenberg Enterprises, LLC.
2024-06-01	Amended and restated employment agreements with Richard MacPherson and John Pavlish became effective.
2024-06-01	Employment agreement with James Trettel became effective.
2024-06-17	Warrants exercised by certain warrant holders.
2024-06-18	Warrants exercised by a certain warrant holder.
2024-06-24	Stock options exercised by CEO and Senior VP and Chief Technology Officer.
2024-06-28	Stock options exercised by employees and a former employee.
2024-07-01	Company commenced three additional patent infringement lawsuits in U.S. District Courts in Arizona, Iowa, and Missouri.
2024-08-01	Company entered into a 3-year lease for laboratory space in Grand Forks, North Dakota.
2024-08-03	Stock options exercised by a former consultant.
2024-08-05	Warrants exercised by a certain warrant holder.
2024-08-22	Warrants exercised by a certain warrant holder (cash).
2024-08-26	Company repaid remaining principal of $3,154,931 on the New Note to AC Midwest.
2024-10-08	Company entered into an agreement with one of the utility defendants in the Arizona action.
2024-10-09	Company received conditional approval to list common stock on the TSX.
2024-10-17	Corporate name changed from Midwest Energy Emissions Corp. to Birchtech Corp.; common stock commenced trading under the ticker symbol BCHT.
2024-10-29	Board approved non-material amendments to the 2014 and 2017 Equity Incentive Plans.
2024-11-12	Common stock commenced trading on the TSX under the ticker symbol BCHT.
2024-11-18	Amendment to the Dakin Agreement eliminated all further monthly license fees after September 30, 2024.
2024-11-22	Company entered into an approximate 3-year lease for laboratory space in State College, Pennsylvania.
2024-12-17	U.S. Judicial Panel on Multidistrict Litigation ordered the consolidation of three patent infringement lawsuits in the Southern District of Iowa.
2024-12-01	Administrative Services Agreement with Greenberg Enterprises, LLC terminated.
2024-12-30	Mitzi H. Coogler elected to the Board of Directors.
2025-01-01	Company commenced another patent infringement lawsuit against four defendants in the U.S. District Court for the Western District of Missouri.
2025-01-02	Nonqualified stock option granted to a nonaffiliated third party (investor relations consultant).
2025-01-07	Company entered into an agreement with another utility named as a defendant in the Arizona Action.
2025-01-09	Company granted a nonqualified stock option to new director Mitzi H. Coogler.
2025-01-15	10,000 shares of common stock issued to a director due to the vesting of restricted share units.
2025-01-01	Certain defendants in the consolidated Iowa actions filed Inter Partes Review (IPR) petitions.
2025-02-01	Certain defendants in the consolidated Iowa actions filed Inter Partes Review (IPR) petitions.
2025-03-12	Newly appointed EPA administrator under the Trump Administration announced plans to roll back dozens of environmental regulations, including the reconsideration of the MATS regulation.
2025-03-19	Board of Directors authorized a share repurchase program of up to $5.0 million of its common stock.
2025-04-08	President Trump signed a Proclamation exempting certain stationary sources from compliance with the 2024 updated MATS Rule for two years (July 8, 2027, to July 8, 2029).
2025-05-14	EPA under the new Trump Administration announced the agency will keep the regulations for PFOA and PFOS, but also announced its intent to extend the PFOA and PFOS MCL compliance deadlines to 2031 and establish a federal exemption framework.
2025-06-01	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.
2025-06-01	David Mazyck appointed Executive Director of Innovation and Commercialization.
2025-06-10	Court ruled that the CERT defendants failed to prove that they had an implied license and denied their motion to alter or amend the non-final judgment.
2025-06-20	Stock options exercised by CEO and Senior VP and Chief Technology Officer.
2025-07-01	Christopher Greenberg resigned from the Board of Directors.
2025-07-01	Richard MacPherson became Chairman of the Board of Directors.
2025-07-01	Certain defendants in the consolidated Iowa actions filed Inter Partes Review (IPR) petitions.
2025-08-05	Company entered into separate agreements with two affiliated utilities named as defendants in the Southern District of Iowa action.
2025-09-09	Company 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.
2025-09-25	Court issued a Memorandum Opinion and Order denying the CERT defendants' post-trial motion regarding induced infringement, contributory infringement, or willful infringement.
2025-09-30	Company entered into an agreement with another utility not named as a defendant in patent litigations, but a party to the IPR petitions.
2025-09-01	U.S. Patent Trial and Appeal Board (PTAB) granted the institution of the review of certain of the Company's asserted patents.
2025-10-01	U.S. Patent Trial and Appeal Board (PTAB) granted the institution of the review of certain of the Company's asserted patents.
2025-10-13	Court in the consolidated Iowa actions ruled to stay the litigation pending completion of the IPR process in the PTAB.
2025-10-15	Company entered into an agreement with another utility named as a defendant in the Southern District of Iowa action.
2025-11-01	PTO Director denied institution of IPR proceedings for certain other defendants in the consolidated Iowa actions.
2025-11-20	Court issued a Memorandum Opinion and Order denying the CERT defendants' post-trial motion for a new trial.
2025-11-25	PTO Director ordered the PTAB to reconsider most of its institution decisions from September and October 2025.
2025-12-11	Stock options exercised by Senior VP and Chief Technology Officer.
2025-12-12	Stock options exercised by CEO, a director, and an employee.
2025-12-17	Court issued a memorandum order granting the Company's request for preand post-judgment interest, and denying the Company's request for enhanced damages.
2025-12-23	Company filed a certificate of amendment to its certificate of incorporation to effect a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-5.
2025-12-26	1-for-5 reverse stock split became effective.
2025-12-29	Court issued the final judgment in favor of the Company in the total amount of $78,397,157.05.
2025-12-31	Common stock began trading on a reverse stock split-adjusted basis.
2026-01-01	Company announced that it has conducted demonstrations of its Carbon Rejuvenation™ process with regulated municipal water utilities at its Design Centers.
2026-01-28	CERT defendants filed a notice of appeal of the judgment.
2026-01-29	Last reported sale price of common stock on the OTCQB was $3.67 per share.
2026-02-03	Date of S-1/A filing.
2026-01-01	EPA Administrator of the Office of Information and Regulatory Affairs of the OMB expected to finalize action on MATS rule amendments by the end of January 2026 (as of Feb 3, 2026, not updated).
2026-01-01	Company plans to acquire property and construct a facility dedicated to the reactivation of GAC.
2027-01-01	Public water systems must complete initial PFAS monitoring.
2027-07-08	Beginning of two-year exemption period for certain stationary sources from 2024 updated MATS Rule.
2029-01-01	Public water systems must implement solutions that reduce PFAS if monitoring shows drinking water levels exceed MCLs.
2029-07-08	Conclusion of two-year exemption period for certain stationary sources from 2024 updated MATS Rule.
2031-01-01	Extended PFOA and PFOS MCL compliance deadlines.

Recommendation

hold

Birchtech Corp. presents a complex investment profile. The substantial patent infringement judgment and the strategic entry into the high-growth water treatment market, particularly PFAS remediation, are significant positive catalysts. However, the 'going concern' warning, recent financial restatement, and the appeal of the legal judgment introduce considerable uncertainty and risk. Regulatory shifts in both the mercury emissions and water treatment sectors add further volatility. A 'Hold' recommendation is appropriate as investors should monitor the outcome of the appeal, the company's ability to secure additional financing, and the progress of its water treatment commercialization efforts before making further investment decisions. The potential for significant upside is balanced by substantial downside risks.

Keywords

Activated Carbon, Mercury Emissions Control, Water Treatment, PFAS Removal, Environmental Technology, SEC Filing, Public Offering, NYSE American Listing, Patent Litigation, Going Concern, Financial Restatement, Sorbent Technology, Coal-fired Power Plants, Carbon Rejuvenation, Environmental Regulations

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