BCHT

Birchtech Corp.

NYSE · TECHNOLOGY · MEASURING & CONTROLLING DEVICES, NEC

1.13

−0.01 −0.88%

USD · close Oct 23

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PASS · shorts 82

Insiders, 90 days

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MKT CAP $29.7MP/E —DIV YIELD —FCF YIELD -12.94%REV TTM $19.2M +11.0%NET INCOME −$4.2MNET CASH —52W 1.13 – 4.75SEC XBRL · TTM TO Invalid Date

How BCHT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

41%

of sentences unchanged

Added

149

new sentences

Dropped

sentences removed

Length

+2,872

words, now 8,919

New in FY2025

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.
Our major competitors in the mercury capture and water treatment markets include companies such as Arq, Inc.
As of December 31, 2025, our patent portfolio relating to mercury removal included 18 granted patents worldwide, consisting of 13 U.S. patents and 5 foreign patents (Canada, Europe and China), with stated expiration dates ranging from January 2026 to September 2034.
Between August and October 2025, 13 U.S.
Patents and 2 foreign patents relating to mercury removal expired.
The patent data and expiration timelines cited above and elsewhere in this report are based on internal assessments and information currently available through third-party databases, including Google Patent Database.
While we believe these sources to be generally reliable, they are subject to inherent data lags, indexing errors or incomplete coverage of foreign jurisdictions.
Consequently, the actual status, enforceability or precise expiration dates of certain patents may differ from those stated.
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.
There is no assurance that our pending applications will result in issued patents, or that any patents granted will provide meaningful protection against competitors.
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 being approved.
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”).
Following the trial, the Court entered non-final judgments on the verdict against the defendants and the parties submitted post-trial 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.
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, which amount includes pre-judgment interest.
On January 28, 2026, the CERT defendants filed a notice of appeal of the judgment.
Under applicable rules, the CERT defendants may seek a stay of execution of the judgment pending appeal by posting a bond or other security in an amount and form approved by the Court.
As of the date of this report, the CERT defendants have not obtained a bonded stay.
Although the automatic stay of execution applicable following entry of judgment has expired, the appeal remains pending.
As a result, there can be no assurance regarding the timing or amount of any recovery, if any, from the judgment, or that the judgment will ultimately be upheld on appeal.
Interest continues to accrue on the judgment amount during the pendency of the appeal.
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 Part I, Item 3.
“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 .
We are dependent on key customers and suppliers.
For the year ended December 31, 2025, three customers represented 29%, 11%, and 9% of the Company’s revenues, and for the year ended December 31, 2024, three customers represented 32%, 13%, and 10% of the Company’s revenues.
At December 31, 2025, two customers represented 51%, and14% of the Company’s accounts receivable, and at December 31, 2024, three customers represented 32%, 26% and 9% of the Company’s accounts receivable.
For the year ended December 31, 2025, two suppliers represented 55% and 36% of the Company’s purchases.
For the year ended December 31, 2024, two suppliers represented 51% and 35% of the Company’s purchases.
At December 31, 2025 and 2024, 63% and 68% of the Company’s accounts payable and accrued expenses related to two vendors, respectively.
The Company believes there are numerous other suppliers that could be substituted should a supplier become unavailable or non-competitive.
In this regard, our management concluded our internal control over financial reporting and disclosure controls were not effective as of December 31, 2025.

and 109 more.

Gone since FY2024

Regulations mandating or incentivizing the purchase of power from renewable energy sources (e.g., wind, solar, hydroelectric, 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.
Our major competitors in the mercury capture and water treatment markets includes companies such as Arq, Inc.
We have a patent portfolio relating to mercury removal of 35 granted patents worldwide, consisting of 27 U.S. patents and 8 foreign patents (Canada, Germany and China) with expiration dates ranging from August 2025 to September 2034.
However, provisional applications do not provide enforceable patent rights unless they are converted into non-provisional applications and successfully granted by the U.S.
There is no assurance that our pending provisional applications will result in issued patents, or that any patents granted will provide meaningful protection against competitors.
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.
District Court for the District of Delaware awarded a $57.1 million patent infringement verdict in our favor against a group of defendants.
In this regard, our management concluded our internal control over financial reporting was not effective as of December 31, 2024.
While certain remedial actions have been completed, we continue to actively plan for and implement additional control procedures to improve our overall control environment and expect these efforts to continue throughout the rest of 2025 and beyond.
Discretion in the use of available funds Management has discretion concerning the use of our available funds, as well as the timing of their expenditure.
If the available funds are not applied effectively, the results of our operations may suffer.
Possible inability 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 next twelve months, which raises substantial doubt about our ability to continue as a going concern within one year from the issuance date of the financial statements included elsewhere in this Annual Report.
The financial statements included elsewhere in this Annual Report 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.
In 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 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.
On March 28, 2025, our board of 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 of Form 10-K, 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 of Form 10-Q, should no longer be relied upon as a result of the change in accounting for a certain license agreement.
Such restatement could cause uncertain sentiment in the investment community.
In the United States, the Mercury and Air Toxics Standards (MATS) rule, issued by the U.S.
Environmental Protection Agency (EPA) in 2011, 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.
Potable water treatment is regulated primarily by the EPA under the Safe Drinking Water Act (“SDWA”), which establishes standards to ensure that water is safe for human consumption.
In April 2024, the EPA issued the first-ever national, enforceable drinking water standard to protect communities from exposure to harmful per-and polyfluoroalkyl substances (“PFAS”), also known as “forever chemicals”.
The Rule sets limits for five individual PFAS: PFOA, PFOS, PFNA, PFHxS, and HFPO-DA (known as GenX Chemicals).
Since being enacted, the MATS Rule has been subject to legal challenges which may continue.
Since being enacted in 2011, the MATS regulation has been subject to legal challenge.
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 May 2020 “appropriate and necessary” determination, for conformity with Biden Administration environmental policy.
On April 3, 2023, the EPA issued a proposal to strengthen and update MATS.
The newly inaugurated second Trump Administration has indicated potential shifts in environmental policies, which may include revisiting existing regulations such as MATS.
In this regard, 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.
The results of the 2024 United States presidential election has created regulatory uncertainty.
The outcome of the 2024 U.S. presidential election has introduced significant uncertainty regarding future environmental regulations, particularly those affecting mercury emissions from power plants.
The newly inaugurated administration has signaled potential shifts in environmental policy, including possible rollbacks of existing regulations and changes in enforcement priorities.
For instance, if the administration weakens or repeals 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 water treatment technologies, testing services, or remediation solutions, negatively impacting our growth prospects.
Risks Associated with our Common Stock There is a limited trading market for our common stock.
Our common stock is currently traded in Canada on the Toronto Stock Exchange (“TSX”) under the symbol “BCHT” and is quoted in the United States on the OTCQB operated by OTC Markets Group Inc. under the symbol “BCHT”.
Historically, the trading volume for our common stock has been limited.

and 25 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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