Birchtech (BCHT) risk factors, FY2025 10-K

Birchtech's FY2025 10-K, filed Mar 31, 2026, lists 46 risk factors in 3 groups. Against the prior year's 34: 16 new, 4 dropped, 9 substantially reworded.

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Risk factors listed
463 groups
New this year
16vs 34 last year
Dropped
4since the prior 10-K
Substantially reworded
9of those kept
Section length
9k wordsItem 1A

What the changes say

  • Birchtech uplisted to the NYSE American in February 2026 and enacted a 1-for-5 reverse stock split.

What changed since the prior 10-K

New

  • NewRisks Related to Our Company

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

    Inter partes review proceedings at the USPTO could narrow or invalidate our mercury removal patents.

  • NewRisks Related to our Common Stock

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

    Trading volume for our common stock has historically varied and been limited on the TSX and NYSE American.

  • NewRisks Related to our Common Stock

    Our indemnification obligations to directors and officers could be costly to us and may discourage lawsuits against them, potentially limiting stockholder rights and remedies

    Indemnification obligations under Delaware law for directors and officers could result in costly expenditures.

  • NewRisks Related to our Common Stock

    If our common stock becomes characterized as a “penny stock” again under SEC rules, it may be more difficult to resell our common stock

    If we are later deemed a penny stock, broker-dealers face strict sales practice requirements.

  • NewRisks Related to our Common Stock

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

    CEO Richard MacPherson beneficially owned 11.94% of our common stock as of March 31, 2026, giving him significant influence.

  • NewRisks Related to our Common Stock

    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 DGCL contain anti-takeover provisions that could deter acquisition attempts.

  • NewRisks Related to our Common Stock

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

  • NewRisks Related to our Common Stock

    If we 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

    Failure to comply with NYSE American continued listing standards regarding equity, share price, and market value could lead to delisting.

  • NewRisks Related to our Common Stock

    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

    A 1-for-5 reverse stock split on December 26, 2025, may not keep our stock price high enough to meet NYSE American requirements.

  • NewRisks Related to our Common Stock

    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

    Lack of analyst coverage or unfavorable research could cause our stock price and trading volume to decline.

  • NewRisks Related to our Common Stock

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

    Short sellers may publish negative opinions to drive down our common stock market price.

  • NewRisks Related to our Common Stock

    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

    Defending against short seller allegations could be costly and time-consuming, distracting management.

  • NewRisks Related to our Common Stock

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

  • NewRisks Related to our Common Stock

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

  • NewRisks Related to our Common Stock

    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

  • NewRisks Related to 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

Dropped

  • DroppedRisks Related to Our Company

    Possible inability to continue as a going concern

  • DroppedRisks Related to Regulation

    The results of the 2024 United States presidential election has created regulatory uncertainty

  • DroppedRisks Related to Regulation

    There is a limited trading market for our common stock

  • DroppedRisks Related to Regulation

    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

Reworded

  • 67% rewrittenRisks Related to Our Company

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

    Updated patent portfolio figures as of December 31, 2025 to 18 granted patents worldwide after 15 patents expired between August and October 2025.

  • 65% rewrittenRisks Related to Our Company

    We may not be successful in patent litigation

    Changed potential adverse litigation outcome risk from patent applications not issuing to not being approved.

  • 62% rewrittenRisks Related to our Common Stock

    If we cannot satisfy the continued listing requirements of the NYSE American and/or the TSX, our common stock may be delisted from the NYSE American and/or the TSX, which could negatively impact the price of our common stock and your ability to sell them

    Updated listing details for our February 26, 2026 NYSE American uplisting alongside our TSX listing.

    Was: If we cannot continue to satisfy the continued listing requirements, of the TSX, our securities may be delisted from the TSX, which could negatively impact the price of our securities and your ability to sell them

  • 59% rewrittenRisks Related to Our Company

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

    Added specific customer concentration figures for 2025 and 2024 revenues and accounts receivable.

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

  • 58% rewrittenRisks Related to Regulation

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

    Minor punctuation change regarding MATS regulation legal challenges.

    Was: Since being enacted, the MATS Rule has been subject to legal challenges which may continue

  • 57% rewrittenRisks Related to Regulation

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

    Added specific limits for five individual PFAS under the EPA drinking water rule.

  • 50% rewrittenRisks Related to our Common Stock

    Shares of common stock eligible for future sale may have adverse effects on our share price

    Changed references from shareholders to stockholders.

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

  • 26% rewrittenRisks Related to Our Company

    Our Board of Directors concluded in 2025 that we needed to restate previously issued financial statements as a result of a change in accounting for a certain license agreement

    Removed mention of recognizing the financing component of the licensing agreement during fiscal years 2023 and 2024.

  • 23% rewrittenRisks Related to Our Company

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

All 46 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Company

  1. 01Demand 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
  2. 02The risks associated with technological change may make our products and services less marketable
  3. 03Our 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
  4. 04We may not be able to successfully protect our intellectual property rights67% rewritten
  5. 05We may not be successful in patent litigation65% rewritten
  6. 06We are currently subject to inter partes review proceedings that could adversely affect the enforceability of our patent rightsNew
  7. 07We 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
  8. 08We are dependent on key customers and suppliers. A significant adverse change in such relationships could adversely impact our results of operations and financial condition59% rewritten
  9. 09We rely on a small number of key employees. The loss of more than one of these employees could disrupt our operations and future growth
  10. 10Our lack of diversification increases the risk of an investment in the Company
  11. 11Low gas prices can negatively impact our results of operations; mild weather could also have corresponding effects on the demand for coal
  12. 12Our insurance coverage may not be adequate to protect us from all business risks
  13. 13Litigation resulting from disputes with customers may result in substantial costs, liabilities, and loss of revenues
  14. 14Revenues are generated under contracts or blanket purchase orders that must be renegotiated periodically
  15. 15Business interruptions could significantly disrupt our operations and could have a material adverse impact on us
  16. 16Any 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
  17. 17Maintaining and improving our financial controls may divert management’s attention and increase costs23% rewritten
  18. 18Liquidity risk could impair our ability to fund operations and jeopardize our financial condition
  19. 19Our management has discretion in the use of our available funds
  20. 20Our Board of Directors concluded in 2025 that we needed to restate previously issued financial statements as a result of a change in accounting for a certain license agreement26% rewritten

Risks Related to Regulation

  1. 21Any significant changes in environmental regulations related to mercury emissions and potable water treatment could have a major impact on us57% rewritten
  2. 22Since being enacted, the MATS Rule has been subject to legal challenges and modifications which may continue58% rewritten
  3. 23Uncertainty of and variability in international environmental regulations could restrict our ability to expand outside of the United States

Risks Related to our Common Stock

  1. 24Trading activity for our common stock has varied, and, at times, been limitedNew
  2. 25Our stock price may be volatile, which could result in substantial losses to investors and litigation
  3. 26changes 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
  4. 27Shares of common stock eligible for future sale may have adverse effects on our share price50% rewritten
  5. 28We do not anticipate paying any cash dividends on our capital stock in the foreseeable future
  6. 29We 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
  7. 30Our indemnification obligations to directors and officers could be costly to us and may discourage lawsuits against them, potentially limiting stockholder rights and remediesNew
  8. 31If our common stock becomes characterized as a “penny stock” again under SEC rules, it may be more difficult to resell our common stockNew
  9. 32If 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
  10. 33If we cannot satisfy the continued listing requirements of the NYSE American and/or the TSX, our common stock may be delisted from the NYSE American and/or the TSX, which could negatively impact the price of our common stock and your ability to sell them62% rewritten
  11. 34Potential future sales pursuant to Rule 144 may depress the price of our common stock
  12. 35Our Chief Executive Officer has the ability to significantly influence all matters submitted to our stockholders for approvalNew
  13. 36Delaware 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 favorableNew
  14. 37authorization for our Board of Directors, by majority vote, to amend the Bylaws; andNew
  15. 38If we 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 stockNew
  16. 39Even 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 requirementNew
  17. 40If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could declineNew
  18. 41Techniques employed by short sellers may drive down the market price of our common stockNew
  19. 42It 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 ourselvesNew
  20. 43We may be subject to securities litigation, which is expensive and could divert our management’s attentionNew
  21. 44There is no assurance that an investment in our common stock will earn any positive returnNew
  22. 45An 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 investorNew
  23. 46The 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 stockNew

Other Birchtech 10-Ks

  • FY2024 10-K risk factors
    34 risks

    Demand for mercury services depends on North American coal power generation and gas prices. The company faces going concern doubts and restated 2022-2023 financial statements in 2025. Environmental regulations like the MATS rule and 2024 presidential election outcomes drive major regulatory uncertainty.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.