☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of ~~Common Stock,~~common stock as of the latest practicable date.

The accompanying notes are an integral part of the condensed consolidated financial statements.


	For the three months ended						For the six months ended						For the three months ended						For the nine months ended
	June 30,						June 30,						September 30,						September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Revenue
Products sales - rebar	$	288,050		$	15,549		$	546,339		$	19,685		$	235,579		$	155,477		$	781,918		$	175,162

Total cost of goods sold		611,163			19,493			1,196,974			20,809			387,621			176,994			1,584,595			194,687

Gross (loss)		(323,113	)		(3,944	)		(650,635	)		(1,124	)		(152,042	)		(21,517	)		(802,677	)		(19,525	)

OPERATING EXPENSES
Sales, general, and administrative		1,035,717			1,447,580			2,083,095			2,512,447			595,310			1,632,956			2,678,405			4,145,403
Total operating expenses		1,035,717			1,447,580			2,083,095			2,512,447			595,310			1,632,956			2,678,405			4,145,403

NET LOSS FROM OPERATIONS		(1,358,830	)		(1,451,524	)		(2,733,730	)		(2,513,571	)		(747,352	)		(1,654,473	)		(3,481,082	)		(4,164,928	)

OTHER INCOME (EXPENSE)
Gain on settlement of legal contingency		—			320,037			—			344,522			—			94,127			—			438,649
Liquidated damages – loan commitment		(403,643	)		—			(426,759	)		—			—			—			(426,759	)		—
Miscellaneous income		—			3,116			—			3,116			30			8,131			30			8,131
Loss on extinguishment of debt		—			(3,056,892	)		—			(6,743,015	)		—			—			—			(6,743,015	)
Gain on loan forgiveness		—			—			—			124,143			170,096			—			170,096			124,143
Interest expense		(181,589	)		(133,211	)		(304,234	)		(205,874	)		(84,467	)		(120,070	)		(388,701	)		(325,944	)
Total other income (expense)		(585,232	)		(2,866,950	)		(730,993	)		(6,477,108	)		85,659			(17,812	)		(645,334	)		(6,498,036	)

NET LOSS	$	(1,944,062	)	$	(4,318,474	)	$	(3,464,723	)	$	(8,990,679	)	$	(661,693	)	$	(1,672,285	)	$	(4,126,416	)	$	(10,662,964	)

Net loss per share – basic	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.04	)
Net loss per share – diluted	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.04	)
Net loss per share –
Basic													$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.05	)
Diluted													$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.05	)

Weighted average number of shares outstanding – basic		251,800,462			227,837,337			250,996,454			227,115,792
Weighted average number of shares outstanding – diluted		251,800,462			227,837,337			250,996,454			227,115,792
Weighted average number of shares outstanding –
Basic														253,187,772			238,136,804			251,736,069			233,829,833
Diluted														253,187,772			238,136,804			251,736,069			233,829,833

The accompanying notes are an integral part of the condensed consolidated financial statements.


	For the six months ended						For the nine months ended
	June 30,						September 30,
	2022			2021			2022			2021
	(Unaudited)						(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,464,723	)	$	(8,990,679	)	$	(4,126,416	)	$	(10,662,964	)
Adjustments to reconcile net loss to net cash used in operating activities:
Lease right-of-use asset amortization		143,495			122,501
Lease right-of-use lease amortization								220,933			187,464
Lease right-of-use asset amortization, financing lease								(1,725	)		—
Lease right-of-use asset amortization, financing lease, related party		(1,050	)		—			(705	)		—
Depreciation and amortization		67,165			63,925			100,670			96,355
Gain on settlement of legal contingency		—			(344,522	)		—			(438,649	)
Gains on settlement of payable								—			(8,131	)
Loss on extinguishment of debt		—			6,743,015			—			6,743,015
Loan forgiveness		—			(124,143	)		(170,096	)		(124,143	)
Stock-based compensation		426,856			729,525			509,013			1,019,075
Changes in operating assets and liabilities:
Prepaid expenses		(18,383	)		(89,632	)		(43,132	)		(36,263	)
Inventory		396,683			(231,584	)		431,098			(207,553	)
Accounts receivable		(16,439	)		(208,930	)		(57,917	)		(34,056	)
Deposits and other current assets		12,117			—			12,117			(9,004	)
Accounts payable and accrued expenses		1,227,774			203,873			1,159,268			(167,424	)
Subscription liability		1,300,000			(40,000	)		1,300,000			(40,000	)
Lease liability, operating leases		(155,024	)		(127,850	)
Lease liability, operating lease								(238,595	)		(197,008	)
Lease liability, financing lease								(563	)		—
Lease liability, financing lease – related party								(1,444	)		—
Net cash used in operating activities		(81,529	)		(2,294,501	)		(907,494	)		(3,879,286	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(742,832	)		(270,330	)		(780,476	)		(1,687,696	)
Proceeds from sale of equipment								450,000			—
Deposits on equipment								—			(181,200	)
Net cash used in investing activities		(742,832	)		(270,330	)		(330,476	)		(1,868,896	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Lease liability, financing lease – related party		(851	)		—
Proceeds from sale of common stock, net of costs		649,591			331,776			649,591			5,054,662
Proceeds from exercise of warrants		—			123,500			225,000			123,500
Proceeds from exercise of stock options		125,000			—
Proceeds of convertible notes payable and convertible notes payable related party		—			579,741			—			579,741
Repayments of convertible notes payable and convertible notes payable related party		—			(35,000	)		—			(35,000	)
Proceeds from notes payable and notes payable related party		—			1,391,194			305,000			1,491,194
Repayments of notes payable and notes payable related party		—			(8,485	)		20,158			(417,193	)
Net cash provided by financing activities		773,740			2,382,726			1,199,749			6,796,904

NET INCREASE (DECREASE) IN CASH		(50,621	)		(182,105	)
NET (DECREASE) INCREASE IN CASH								(38,221	)		1,048,722

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		109,514			259,505			109,514			259,505

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	58,893		$	77,400		$	71,293		$	1,308,227

Supplemental cash flow information:
Cash paid for income taxes	$	—		$	—		$	—		$	—
Cash paid for interest	$	—		$	4,016		$	—		$	—
Forgiveness of Paycheck Protection Program loan and accrued interest	$	—		$	124,143		$	167,996		$	124,143

Supplemental disclosure of non cash investing and financing activities:
Common stock issued for services	$	57,900		$	—

Supplemental disclosure of non-cash investing and financing activities:
Accounts payable paid by financing lease, related party							$	(450,000	)	$	—
ROU Asset from financing leases							$	450,000		$	—
Conversion of notes payable into common stock							$	—		$	1,487,386
Issuance of warrants for services	$	64,264		$	64,045		$	—		$	143,595
Conversion of note payable in exchange for warrants	$	—		$	305,199
Accounts payable paid by financing lease, related party	$	450,000		$	—
Conversion of note payable in exchange for cash							$	—		$	300,000
Extension of convertible note interest rolled in							$	337,950		$	—

The accompanying notes are an integral part of the condensed consolidated financial statements.

Basanite, Inc., a Nevada corporation (the “Company”, “Basanite”, “we”, “us”, “our” or similar terminology), through our wholly owned subsidiary, Basanite Industries, LLC, a Delaware limited liability company (“BI”), manufactures a range of “green” (environmentally friendly), sustainable, non-corrosive, lightweight, composite products used in concrete reinforcement by the construction industry. Our core product is BasaFlex™, a basalt fiber reinforced polymer reinforcing bar (“rebar”) which we believe is a stronger, lighter, sustainable, non-conductive and corrosion-proof alternative to traditional steel.

Our two other main product lines are BasaMix™, which are fine denier basalt fibers available in various sizes, and BasaMesh™, a line of Basalt Geogrid Mesh Rolls, intended to replace welded wire mesh (made of steel) and other fiber reinforced polymer (“FRB”) grids and mesh.

BasaMix™ is designed to help absorb the stresses associated with early-aged plastic shrinkage and settlement cracking in concrete, as well as providing an increased toughness for enhanced reinforcement in Slab-on-Grade (“SOG”) and precast elements. BasaMix™ also serves in a “system approach” for optimum performance of a concrete element when used in conjunction with our BasaFlex™ rebar.

BasaMesh™ is designed for secondary and temperature shrinkage reinforcement. BasaMesh™ can also work in conjunction with the BasaFlex™ rebar or BasaMix™ for a total reinforcement program.

Each of our products is specifically designed to extend the lifecycle of concrete products by eliminating “concrete spalling.” Spalling results from the steel reinforcing materials embedded within the concrete member rusting (contrary to popular belief, concrete is porous and water can permeate into concrete). Rusting leads to the steel expanding and eventually causing the surrounding concrete to delaminate, crack, or even break off, resulting in potential structural failure. We believe that each Basanite product addresses this important need along with other key requirements in today’s construction market.

Since inception, the Company has incurred net operating losses and used cash in operations. As of ~~June~~September 30, 2022, and December 31, 2021, respectively, the Company reported:

Losses have principally occurred as a result of the substantial resources required for product research and development, establishment and upgrading of our manufacturing facility and equipment, and for certification, government approval and marketing of the Company’s products; including the general and administrative expenses associated with the organization.

Due to our cash flow and liquidity challenges, we have received demand letters from a number of vendors to our company seeking payment of past due amounts to such vendors. As of the date of this report, such demands have not become formal litigations or other proceedings against our company, but they may become litigations against us in the future.

While we have generated relatively little revenue to date, revenue from sales of product began to increase during the ~~first half~~nine months of 2022 (including the quarter ended ~~June~~September 30, 2022), and we continue to receive inquiries and solicit orders from a range of customers for our products, indicating what we believe is a significant level of market interest for BasaFlex™ and BasaMix ™ products. We also spent time and resources during the ~~first half~~three quarters of 2022 in introducing our products to, and receiving approvals and certifications from, various county and local government agencies to have our products used in such agencies’ construction projects, While the Company plans to expand its manufacturing capacity ~~during 2022,~~in the future, based on our current limited manufacturing capacity, and given that we plan to vacate our current facility in Pompano Beach, Florida due to a recent dispute with our landlord (see note 12), there is no guarantee that orders secured from marketing and governmental approval activities will actually be received or that orders, if received, can be properly fulfilled. On September 27, 2022, we furloughed the majority of our staff to reduce costs during a period of reduced production. We anticipate re-staffing as soon as we obtain adequate funding and are in a new facility with the new equipment.

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We have historically satisfied our working capital requirements through the sale of restricted ~~Common Stock~~common stock of the Company, $0.001 par value per share (the “Common Stock”), and the issuance of warrants to purchase Common Stock and promissory ~~notes.~~notes, some of which were or are convertible into shares of Common Stock. Until we are able to internally generate meaningful revenue and positive cash flow, we will attempt to fund working capital requirements through third party financing, including through potential private or public offerings of our securities as well as bridge or other loan arrangements. However, a number of factors continue to hinder the Company’s ability to attract new capital investment. We cannot provide any assurances that the required capital will be obtained at all, or that the terms of such required capital may be acceptable to us. If we are unable to obtain adequate financing, we may reduce our operating activities to reduce our cash use until sufficient funding is secured. If we are unable to secure funding when needed, our results of operations may suffer, and our business may fail.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties.

At ~~June~~September 30, 2022, the Company had cash of $~~58,893~~71,293 compared to $109,514 at December 31, 2021.

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock-based compensation and stock awards related to convertible debt instruments are recognized based on the fair value of the awards granted. The fair value of each award or conversion feature is typically estimated on the grant date using the Black-Scholes pricing model. The Black-Scholes pricing model requires the input of highly subjective assumptions, including the fair value of the underlying Common Stock, the expected term of the option, the expected volatility of the price of our Common Stock, risk-free interest rates and the expected dividend yield of our Common Stock. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.

The Company used the Black Scholes valuation model to determine the fair value of the warrants and options issued, using the following key assumptions for the ~~six~~nine months ended ~~June~~September 30, 2022. There were no such valuations during the ~~six~~nine months ended ~~June~~September 30, 2021:

Schedule of Fair Value Assumptions

Six months

Nine months

ended

June 30,

September 30,

2022

2021

2022

2021

(Unaudited)

Expected price volatility

144.76-145.73

N/A

144.21-145.73%

N/A

Risk-free interest rate

2.55-2.88

N/A

2.55-4.21

N/A

Expected life in years

N/A

Dividend yield

—

N/A

—

N/A

The condensed consolidated financial statements include the accounts of Basanite, Inc. and its wholly owned subsidiaries, Basanite Industries, LLC and Basalt America, LLC. All intercompany balances have been eliminated in consolidation. The Company’s operations are conducted primarily through Basanite Industries, LLC. Basalt America, LLC is currently inactive.

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company considers all highly liquid temporary cash instruments with an original maturity of three months or less to be cash equivalents. The Company places its cash, cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company “(“FDIC”) up to $250,000. The Company’s credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions' creditworthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may have amounts on deposit in excess of the insured limits.

The Company’s inventories consist of raw materials, work in process and finished goods, both purchased and manufactured. Inventories are stated at lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Raw materials inventory consists of basalt fiber and other necessary elements to produce BasaFlex™ rebar and our other products. On a quarterly basis, the Company analyzes its inventory levels and records allowances for inventory that has become obsolete and inventory that has a cost basis in excess of the expected net realizable value.

The Company’s inventory at ~~June~~September 30, 2022 and December 31, 2021 was comprised of:

Schedule of Inventories
	June 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Finished goods	$	61,339	$	328,229	$	21,061	$	328,229
Work in process		73,019		35,213		83,141		35,213
Raw materials		183,614		351,213		155,696		351,213
Total inventory	$	317,972	$	714,655
Other inventory						23,659		—
Total Inventory					$	283,557	$	714,655

Schedule of Fixed Assets
	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
	(Unaudited)						(Unaudited)
Computer equipment	$	166,679		$	133,654		$	199,704		$	133,654
Machinery		728,245			717,437			728,245			717,437
Leasehold improvements		170,452			166,252			170,452			166,252
Office furniture and equipment		71,292			71,292			71,292			71,292
Land improvements		7,270			7,270			7,270			7,270
Website development		2,500			2,500			2,500			2,500
Construction in process		2,653,784			2,408,986			2,208,404			2,408,986
		3,800,222			3,507,391			3,387,867			3,507,391
Accumulated depreciation		(337,730	)		(270,566	)
Accumulated depreciation and amortization								(371,236	)		(270,566	)
	$	3,462,492		$	3,236,825		$	3,016,631		$	3,236,825

Depreciation expense for the three and ~~six~~nine months ended ~~June~~September 30, 2022, was $~~33,493~~33,919 and $~~66,751~~100,670, respectively; depreciation expense for the three months and ~~six~~nine months ended ~~June~~September 30, 2021, was $~~32,216~~32,430, and $~~63,925~~96,355, respectively.

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company’s deposits and other current assets consist of the deposits made on equipment, security deposits, utility deposits and other receivables. The deposits are reclassified as part of the fixed asset cost when received and placed into service.

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing the Company’s net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

The following are potentially dilutive shares not included in the loss per share computation:

The Company recognizes compensation costs to employees under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Under FASB ASC Topic 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the grant.

We recognize revenue when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration we expected to be entitled to in exchange for those goods or services. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board (“FOB”) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site.

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

All revenues recognized are net of trade allowances, cash discounts, and sales returns. Trade allowances are based on the estimated obligations. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been immaterial for each of the reported periods. Shipping and handling amounts billed to a customer as part of a sales transaction are included in revenues, and the related costs are included in cost of goods sold. Shipping and handling are treated as fulfillment activities, rather than promised services, and therefore are not considered separate performance obligations. During the ~~six~~ three and ~~six~~nine months ended ~~June~~September 30, 2022, and 2021, the Company incurred shipping and handling costs in the amount of $~~16,537~~40,254 and $0, respectively.

On January 18, 2019, the Company entered into an agreement to lease approximately 25,470 square feet of office and manufacturing space in Pompano Beach, Florida through March 2024. On March 25, 2019, the Company entered into an amendment to the agreement to increase the square footage of leased premises to 36,900 square feet, increasing the Company’s base rent obligation to be approximately $33,825 per month for one year and nine months, and increasing annually at a rate of three percent for the remainder of the lease term.

The right-of-use asset is composed of the sum of all remaining lease payments plus any initial direct costs and is amortized over the life of the expected lease term. For the expected term of the lease, the Company used the initial term of the five-year lease. If the Company does elect to exercise its option to extend the lease for another five years, for which the election will be treated as a lease modification, the lease will be reviewed for remeasurement.

The future minimum lease payments to be made under the operating lease as of ~~June~~September 30, 2022, are as follows:

Schedule of Operating Lease Liability
2022	$	215,310		$	107,656
2023		440,308			440,308
2024		110,884			110,884
Total minimum lease payments		766,502			658,848
Discount		(96,641	)		(72,558	)
Operating lease liability	$	669,861		$	586,290

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used the incremental borrowing rate based on the information available at the lease commencement date. As of ~~June~~September 30, 2022, the weighted-average remaining lease term is 2.0 years and the weighted-average discount rate used to determine the operating lease liability was 15.0%. For the ~~six~~nine months ended ~~June~~September 30, 2022, and 2021, the Company expensed $~~220,863~~340,147 and $~~214,036~~321,153, respectively for rent.

On July 11, 2022, the Company entered into an equipment financing agreement (the “Agreement”) with Quayco, LLC, a Pennsylvania limited liability company (the “Lessor”). The Company had previously ordered certain specialized BasaMax™ Pultrusion Machines (the “Machines”) from Upstate Custom Products LLC, a South Carolina limited liability company (the “Manufacturer”). The Machines are to be used to manufacture the Company’s basalt fiber reinforced polymer (BFRP) rebar products. Pursuant to the Agreement, the Lessor will pay the Company (Lessee) $450,000 and the Lessee will transfer to the Lessor secured rights to the ownership of one (1) BasaMax™ Tetrad Pultrusion Machine and all rights under the sales orders and agreements to purchase the Machines from Manufacturer. The Company had previously recorded this amount in accounts payable and construction in progress; at the date of the financing, the amount of $450,000 was transferred from construction in progress to a right of use and lease liability. The Company used a discount rate of 21% in calculating the lease liability and is the estimated rate the Company would be subject to for the financing of a similar equipment purchase. Pursuant to this lease, the Company will make payments in the amount of $8,250 per month for 24 months, followed by a final payment in the amount of $450,000.

The future minimum lease payments to be made under the financing lease as of September 30, 2022, are as follows:

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On April 27, 2022, the Company entered into an Equipment Rental Agreement (the “Agreement”) with First New Haven Mortgage Company, LLC, a Connecticut limited liability company and an affiliate of the Company (the “Lessor”). Ronald J. LoRicco, ~~a member~~the Chairman of the Company’s Board of Directors, is the co-managing member of the Lessor and has an indirect pecuniary interest in the Lessor. In accordance with Nevada corporate law, the Agreement was independently reviewed and approved by the unanimous vote of the disinterested directors of the Company, with Mr. LoRicco recusing himself from voting.

Pursuant to the Agreement, the Lessor paid approximately $450,000 to Upstate Custom Products LLC, a South Carolina limited liability company (the “Manufacturer”) on April 22, 2022, to purchase a single, specialized BasaMax™ Tetrad Basalt Rebar Pultrusion Machine to be used to manufacture the Company’s products (the “Machine”). The Company had previously ordered the Machine from the Manufacturer, and pursuant to the Agreement, the Lessor secured rights to the ownership of the Machine and rights under all the sales orders and agreements to purchase the Machine from Manufacturer to the Lessor. The loan amount was paid directly to the Manufacturer. The Company ~~has elected to use~~used a ~~market interest~~discount rate of 21%~~, this~~ in calculating the lease liability and is the estimated rate ~~in line with the available options~~ the Company would be subject ~~to.~~to for the financing of a similar equipment purchase. Pursuant to this lease, the Company will make payments in the amount of $8,250 per month for 24 months, followed by a final payment in the amount of $450,000.

The future minimum lease payments to be made under the financing lease as of ~~June~~September 30, 2022, are as follows:

Schedule of Financing Lease Liability
2022	$	41,250		$	24,750
2023		99,000			99,000
2024		474,750			474,750
Total minimum lease payments		615,000			598,500
Discount		(165,851	)		(149,944	)
Financing lease liability	$	449,149		$	448,556

~~BASANITE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

Notes payable totaled an aggregate of $~~500,515~~320,122 and $466,762 on ~~June~~September 30, 2022, and December 31, 2021, respectively.

On February 25, 2021, the Company entered a promissory note agreement with ~~its~~a bank for $165,747 loan bearing an interest rate of 1.0% per annum. The loan was made pursuant to the Paycheck Protection Program under the Second Draw PPP Legislation after receiving confirmation from the U.S. Small Business Administration (“SBA”). The Paycheck Protection Program Flexibility Act requires that the funds be used to maintain the current number of employees as well as cover payroll-related costs, monthly mortgage or rent payments and utilities and not more than 40% can be expended on non-payroll-related costs. The applicable maturity date will be the maturity date as established by the SBA. If the SBA does not establish a maturity date or range of allowable maturity dates, the term will be five years. The Company applied for forgiveness of this loan on January 17, 2022; the Company received notice of forgiveness on August 1, 2022.

On April 2, 2021, the Company issued a promissory note with an investor in exchange for $200,000 bearing an interest rate of 18% per annum and payable in 1 year. The Company also issued 2,000,000 Common Stock warrants at an exercise price of $0.20 per share expiring in 5 years. As of the date of this report, the note has not been called.

On April 9, 2021, the Company issued a promissory note with an investor in exchange for $50,000 bearing an interest rate of 18% per annum and payable in 1 year. The Company also issued 500,000 Common Stock warrants at an exercise price of $0.20 per share expiring in 5 years. As of the date of this report, the note has not been called.

On April 16, 2021, the Company issued a promissory note with an investor in exchange for $25,000 bearing an interest rate of 18% per annum and payable in 1 year. The Company also issued 250,000 Common Stock warrants at an exercise price of $0.25 per share expiring in 5 years. As of the date of this report, the note has not been called.

On April 16, 2021, the Company issued a promissory note with an investor in exchange for $20,000 bearing an interest rate of 18% per annum and payable in 1 year. The Company also issued 200,000 Common Stock warrants at an exercise price of $0.25 per share expiring in 5 years. As of the date of this report, the note has not been called.

The Company enters into financing arrangements for its liability insurance premiums. The financings have a term of one year and an interest rate of 9.40%. The balance due on these financings as of ~~June~~September 30, 2022 and December 31, 2021 $~~39,768~~25,122 and $6,015, respectively.

~~On April 2, 2021, the Company issued a promissory note with an investor in exchange for $200,000~~ ~~bearing an interest rate of~~ 18~~% per annum and payable on April 2, 2022. The Company also issued a warrant to purchase~~ ~~2,000,000~~ ~~shares of Common Stock at an exercise price of $0.20~~ ~~per share expiring in~~ 5 ~~years. On April 2, 2022, the due date of this note was extended to~~ ~~October 2, 2022~~.

~~On April 9, 2021, the Company issued a promissory note with an investor in exchange for $50,000~~ ~~bearing an interest rate of~~ 18~~% per annum and payable on April 9, 2022. The Company also issued a warrant to purchase~~ ~~500,000~~ ~~shares of Common Stock at an exercise price of $0.20~~ ~~per share expiring in~~ 5 ~~years. On April 2, 2022, the due date of this note was extended to~~ ~~October 9, 2022~~.

~~On April 16, 2021, the Company issued a promissory note with an investor in exchange for $25,000~~ ~~bearing an interest rate of~~ 18~~% per annum and payable on April 16, 2022. The Company also issued a warrant to purchase~~ ~~250,000~~ ~~shares of Common Stock at an exercise price of $0.25~~ ~~per share expiring in~~ 5 ~~years. On April 2, 2022, the due date of this note was extended to~~ ~~October 16, 2022~~.

~~On April 16, 2021, the Company issued a promissory note with an investor in exchange for $20,000~~ ~~bearing an interest rate of~~ 18~~% per annum and payable on April 16, 2022. The company also issued a warrant to purchase~~ ~~200,000~~ ~~shares of Common Stock at an exercise price of $0.25~~ ~~per share expiring in~~ 5 ~~years. On April 2, 2022, the due date of this note was extended to~~ ~~October 16, 2022~~.

Interest expense for the Company’s promissory notes payable for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was, in the aggregate, $~~16,493~~16,800 and $~~32,300~~32,866, respectively, compared to $~~29,802~~23,666 and $~~30,177~~53,784 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively.

Accrued interest for the Company’s promissory notes payable on ~~June~~September 30, 2022 and December 31, 2021 was, in the aggregate, $~~69,655~~83,510 and $42,773, respectively, and is included in accrued expenses on the accompanying condensed consolidated balance sheets.

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Notes payable – Related Party, totaled an aggregate of $605,000 and $300,000 ~~on June~~ at September 30, 2022, and December 31, 2021, respectively.

On August 31, 2022 the Company issued a promissory note to a board member in exchange for $37,000 bearing an interest rate of 10% per annum and payable on August 31, 2023.

On August 22, 2022 the Company issued a promissory note to a board member in exchange for $20,000 bearing an interest rate of 10% per annum and payable on August 22, 2023.

On August 22, 2022 the Company issued a promissory note to a board member in exchange for $5,000 bearing an interest rate of 10% per annum and payable on August 22, 2023.

On August 29, 2022 the Company issued a promissory note to a board member in exchange for $25,000 bearing an interest rate of 10% per annum and payable on August 29, 2023.

On August 29, 2022 the Company issued a promissory note to a board member in exchange for $10,000 bearing an interest rate of 10% per annum and payable on August 29, 2023.

On August 31, 2022 the Company issued a promissory note to a board member in exchange for $13,000 bearing an interest rate of 10% per annum and payable on August 31, 2023.

On September 9, 2022 the Company issued a promissory note to a board member in exchange for $60,000 bearing an interest rate of 10% per annum and payable on August 16, 2023.

On September 9, 2022 the Company issued a promissory note to a board member in exchange for $10,000 bearing an interest rate of 10% per annum and payable on September 9, 2023.

On September 9, 2022 the Company issued a promissory note to a strategic partner in exchange for $10,000 bearing an interest rate of 10% per annum and payable on September 9, 2023.

On September 9, 2022 the Company issued a promissory note to a strategic partner in exchange for $15,000 bearing an interest rate of 10% per annum and payable on September 9, 2023.

On September 9, 2022 the Company issued a promissory note to an investor and advisor to the board, in exchange for $15,000 bearing an interest rate of 10% per annum and payable on September 9, 2023.

On September 22, 2022 the Company issued a promissory note to a board member in exchange for $42,500 bearing an interest rate of 10% per annum and payable on March 22, 2023.

On September 22, 2022 the Company issued a promissory note to an investor and advisor to the board in exchange for $42,500 bearing an interest rate of 10% per annum and payable on March 22, 2023.

On April 2, 2021, the Company issued a promissory note to Paul Sallarulo, a member of our Board of Directors, in exchange for $150,000 bearing an interest rate of 18% per annum and payable on April 2, 2022. The Company also issued a warrant to purchase 1,500,000 shares of Common Stock at an exercise price of $0.20 per share expiring in 5 years. On April 2, 2022, the due date of this note was extended to October 2,31, 2022.As of the date of this report, the note has not been called.

On April 2, 2021, the Company issued a promissory note to Michael V. Barbera, our Chairman of the Board, in exchange for $150,000 bearing an interest rate of 18% per annum and payable on April 2, 2022. The Company also issued a warrant to purchase 1,500,000 shares of Common Stock at an exercise price of $0.20 per share expiring in 5 years. On April 2, 2022, the due date of this note was extended to October 2,31, 2022.As of the date of this report, the note has not been called.

Interest expense for the Company’s notes payable – related party for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was $~~16,365~~9,473 and $~~32,015~~34,562, respectively. Interest expense for the Company’s notes payable – related party for the three and ~~six~~nine months ended ~~June~~September 30, 2021, was $016,635 and $~~13,335~~27,648, respectively.

Accrued interest for the Company’s notes payable - related party on ~~June~~September 30, 2022, and December 31, 2021, was an aggregate of $~~74,629~~92,270 and $42,614, respectively, and is included in accrued expenses on the accompanying condensed consolidated balance sheets.

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Convertible Notes payable – related party totaled an aggregate of $2,027,695 and $1,689,746, on ~~June~~September 30, 2022, and December 31, ~~2021.~~2021 respectively.

On August 3, 2020, the Company issued a secured convertible promissory note to certain investors in exchange for $1,000,000 in the aggregate bearing an interest rate of 20% per annum and payable in 6 months. The holder may convert the unpaid principal balance of the note into shares of restricted Common Stock at the conversion price equal to $0.275 per share, which conversion price was set with the consummation of the Company’s private placement of Units which closed on August 17, 2021. This note contains a negative covenant that requires the Company to obtain consent prior to incurring any additional equity or debt investments and is secured by all of the assets of the Company. The Richard A. LoRicco Sr. and Lucille M. LoRicco Irrevocable Insurance Trust DTD 4/28/95, Louis Demaio as Trustee (the “Trust”) is the holder of $750,000 of the principal amount of this note. The Trust was created by Richard A. LoRicco Sr. and Lucille M. LoRicco, who were the parents of Ronald J. LoRicco Sr., ~~one of~~ the ~~members~~Chairman of the Company’s Board of Directors, and is maintained by an independent trustee. Ronald J. LoRicco Sr. does not have voting or investment control of or power over the Trust but is an anticipated, partial beneficiary of the Trust.

On February 12, 2021, the Company exchanged the original debt for a newly issued amended and restated secured convertible promissory note with a new principal balance of $1,610,005 bearing an interest rate of 20% per annum and fully payable in 3 months. This was accounted for as a debt extinguishment and the new promissory note was recorded at fair value in accordance with ASC 470 “Debt”. The original principal of $1,000,000 and accrued interest of $110,005 calculated as of the date of amendment and restatement along with an additional advance of $500,000 determined the principal amount of the new note. In consideration of the additional advance and the extension of the maturity date of the original note, the Company issued to the noteholders 5-year warrants to purchase an aggregate of 15,000,000 shares of Common Stock with an exercise price of $0.20 per share. The issuance of the warrants for the extension generated a loss on extinguishment of $3,686,123 for the fair value of the warrants issued.

On May 12, 2021, the Company extended the debt for a newly issued amended and restated secured convertible promissory note with a new principal balance of $1,689,746 bearing an interest rate of 20% per annum and fully payable February 12, 2022. The original principal of $1,610,005 and accrued interest of $79,742 calculated as of the date of amendment and restatement determined the principal amount of the new note. In consideration of the additional advance and the extension of the maturity date of the original note, the Company issued to the noteholders 5-year warrants to purchase an aggregate of 7,500,000 shares of Common Stock with an exercise price of $0.35 per share. The issuance of the warrants for the extension generated a loss on extinguishment of $1,874,705 for the fair value of the warrants issued. ~~The~~

On September 15, 2022, the Company extended the debt for a newly issued amended and restated secured convertible promissory note ~~was not paid by its due date~~with a new principal balance of $2,027,695 bearing an interest rate of 20% per annum and fully payable February 12, ~~2022. As~~2023. The amended principal of $1,689,746 and accrued interest of $337,949 calculated as of the date of ~~this filing,~~amendment and restatement determined the ~~noteholder has not issued a formal demand for payment and~~principal amount of the ~~Company is in negotiations with the noteholder to remedy the past-due status.~~new note. No additional consideration was provided.

Interest expense for the Company’s convertible notes payable – related parties for the three and ~~six~~nine months ended ~~June~~September 30, 2022, was an aggregate of $~~102,398~~45,371 and $~~199,843~~276,228, respectively, compared to $~~84,605~~88,244 and $~~151,521~~239,766, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2021.

Accrued interest for the Company’s convertible notes payable – related parties on ~~June~~September 30, 2022, and December 31, 2021, was an aggregate of $~~426,865~~176,724 and $227,022, respectively, and is included in accrued expenses on the condensed consolidated balance sheets.

The Company is the obligor under certain promissory notes that are currently past due (although formal events of default have not been declared).

The Company is presently in default of its obligations under the terms of the Company’s private placement which closed in August 2021 to file a registration statement for an underwritten public offering and concurrently an application for listing on a national stock exchange. As a result, the Company is required to pay liquidated damages in the amount of $53,345 per month starting in March 2022, and $106,690 per month, ~~beginning~~ on June 1, 2022. The maximum amount of such liquidated damages could be $480,104 if such filings are not made. The Company has accrued the full amount of this liability, resulting in charges of $~~403,643~~0 and $426,759 to operations during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively. ~~During the three months ended June 30, 2022, a payment in the amount of $53,345 was made in connection with these obligations; at June~~At September 30, 2022, the amount of $426,759 was recorded on the Company’s balance sheet as an ~~accrued liability.~~accounts payable

~~On May 23, 2022, the Company issued~~ ~~2,000,000~~ ~~warrants with a fair value of $257,059~~ ~~to a~~ ~~Key Honey, LLC. During the three months ended June 30, 2022,~~ ~~500,000~~ ~~of these warrants were vested and with a value of $64,264. Key Honey, LLC is owned and operated by Richard Gibbs III, a non-affiliated shareholder. Key Honey, LLC provides the Company with sales, operations and marketing work product and consultancy.~~

The Company raised $1,300,000 pursuant to a private placement of Common Stock and warrants in 2022 – this amount is carried on the ~~Company’s~~ balance sheet as a current liability as of ~~June~~September 30, 2022 because the shares have not ~~yet~~ been issued to the investors.

~~Effective May 27, 2022, the Company issued~~ ~~122,713~~ ~~shares of Common Stock at a price of $0.149~~ ~~per share to a board member for commission on a sale.~~ The ~~amount of $18,284~~ ~~was charged to non-cash compensation.~~related transactions are:

During the three months ended ~~June~~September 30, 2022, the company charged the amount of $~~41,706~~80,058 to non-cash compensation representing the vesting of warrants issued to ~~the Company’s Chief Executive Officer.~~consultants for services.

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table provides the activity in options for the respective periods:

Options exercisable and outstanding at ~~June~~September 30, 2022 are as follows:

The following table provides the activity in warrants to purchase shares of Common Stock for the respective periods:

Warrants exercisable and outstanding at ~~June~~September 30, 2022 are as follows:

Schedule of Warrants Exercisable and Outstanding
		Weighted Average				Weighted Average
		Remaining				Remaining
Range of	Number	Contractual	Weighted Average	Aggregate	Number	Contractual	Weighted Average	Aggregate
Exercise Prices	Outstanding	Life (Years)	Exercise Price	Intrinsic Value	Outstanding	Life (Years)	Exercise Price	Intrinsic Value

$0.01 - $0.50	140,346,047	3.57	$0.28	$204,000	138,512,714	3.40	$0.29	$150,667
$0.51 - $1.00	1,543,043	1.00	$0.60	—	1,543,043	0.75	$0.60	—
	141,889,090			$204,000	140,055,757			$150,667

BASANITE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On October 17, 2022, the Company was presented with a written notice from Camton, LLC (the “Landlord”), the landlord of the Company’s headquarters and principal manufacturing facility in Pompano Beach, Florida, demanding the Company pay past due rent or relinquish possession of its facilities. On October 25, 2022, the Landlord filed a complaint in the Broward County Court, Fort Lauderdale, Florida, and on November 1, 2022, the Company received an eviction summons. On November 3, 2022, in accordance with the instructions within the complaint, the Company presented 100% of the past due amount payable to the Broward County Court and commenced negotiations with the Landlord for an early exit of its lease.

On ~~July 11,~~October 31, 2022, the Company entered into ~~a Sale/Leaseback~~an Equipment Rental Agreement (the “Agreement”) with ~~Quayco,~~LoRicco Enterprises, LLC, a ~~Pennsylvania~~Connecticut limited liability company and an affiliate of the Company (the “Lessor”). Ronald J. LoRicco, the Chairman of the Company’s Board of Directors, is the co-managing member of the Lessor and has an indirect pecuniary interest in the Lessor. In accordance with Nevada corporate law, the Agreement was independently reviewed and approved by the unanimous vote of the disinterested directors of the Company, with Mr. LoRicco recusing himself from voting. The Company ~~had previously ordered certain specialized BasaMax™ Pultrusion Machines (the “Machines”) from Upstate Custom Products LLC,~~used a ~~South Carolina limited~~discount rate of 21% in calculating the lease liability ~~company (the “Manufacturer”). The Machines are~~and is the estimated rate the Company would be subject to ~~be used to manufacture~~for the ~~Company’s basalt fiber reinforced polymer (BFRP) rebar products.~~financing of a similar equipment purchase. Pursuant to ~~the Agreement, the Lessor will pay the Lessee $450,000~~ ~~and the Lessee will transfer to the Lessor secured rights to the ownership~~this lease of ~~one (1)~~proprietary BasaMax^TM ~~Tetrad Pultrusion Machine and all rights under~~pultrusion manufacturing machine, the ~~sales orders and agreements~~Company will conditionally defer payments in the amount of $8,250 per month for up to ~~purchase the Machine from Manufacturer. The Company had previously recorded this amount~~24 months, followed by a final payment in ~~accounts payable and Construction in Progress; at the date of the loan,~~ the amount of $450,000 ~~will be transferred from accounts payable~~.

On October 20, 2022, 3,939,390 shares of Common Stock and 7,878,780 warrants to ~~Right~~purchase Common Stock were issued in satisfaction of ~~Use Lease Liability. Loan fees will be charged for this loan for 24 months.~~the amounts held in stock subscriptions at September 30, 2022.

On November 14, 2022, Simon Kay, the Company’s Chief Executive Officer and President, resigned his positions with the Company.

Pursuant to her employment agreement with the Company, Lisa Gainsborg, the Company’s Chief Financial Officer, is entitled to receive options to purchase Common Stock which vest in quarterly increments over time. The initial tranche of options vested on November 17, 2022, but as a courtesy to the Company. Ms. Gainsborg has waived her right to such options.

The following provides a high-level discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important to understand our financial results for the three and ~~six~~nine months ended ~~June~~September 30, 2022, and 2021, respectively. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this report, and our audited consolidated financial statements and accompanying notes included in the Annual Report in Form-10-K for the period ended December 31, 2021 and filed with the SEC on April 15, 2022.

This Quarterly Report on Form 10-Q contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements are based on our management’s beliefs, assumptions, and expectations and on information currently available to our management. Generally, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements, which generally are not historical in nature. All statements that address operating or financial performance, events, or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation our expectations with respect to the timing for our planned manufacturing expansion and/or new lease for manufacturing and headquarters space, the benefits of our products, customer leads, product sales, financings, or the commercial viability of, and prospects for, our business model. We may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events (including, without limitation, those related to our planned manufacturing ~~capacity~~relocation and expansion and our sales and marketing initiatives) could differ materially from those disclosed in the forward-looking statements. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by federal securities laws and the rules of the Securities and Exchange Commission (the “SEC”). We may not actually achieve the plans, projections or expectations disclosed in our forward-looking statements, and actual results, developments or events could differ materially and adversely from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of significant risks and uncertainties, including without limitation those described from time to time in our reports filed with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q as well as the risk factors and other disclosures contained in our Annual Report on Form 10-K for the period ended December 31, 2021.

Basanite, Inc., and its wholly owned subsidiaries are referred to in this discussion as the “Company”, “we”, “our”, or “us”. “Common Stock” refers to the Common Stock of the Company.

On May 30, 2006, Basanite, Inc. was formed as a Nevada corporation. Through our wholly owned subsidiary, Basanite Industries, LLC, a Delaware limited liability company (“BI”), we manufacture a range of “green” (environmentally friendly), sustainable, non-corrosive, lightweight, composite products used in concrete reinforcement by the construction industry. Our core product is BasaFlex™, a basalt fiber reinforced polymer reinforcing bar (“rebar”) which we believe is a stronger, lighter, sustainable, non-conductive and corrosion-proof alternative to traditional steel.

Our two other main product lines are BasaMix™, which are fine denier basalt fibers available in various chopped sizes, and BasaMesh™, a line of Basalt Geogrid Mesh Rolls, intended to replace welded wire mesh (made of steel) and other fiber reinforced polymer grids and mesh.

BasaMix™ is designed to help absorb the stresses associated with early-aged plastic shrinkage and settlement cracking in concrete, as well as providing an increased toughness for enhanced reinforcement in Slab on Grade (SOG) and precast elements. BasaMix™ also serves in a “system approach” for optimum performance of a concrete element when used in conjunction with our BasaFlex™ rebar.

BasaMesh™ is designed for secondary and temperature shrinkage reinforcement. BasaMesh™ can also work in conjunction with the BasaFlex™ rebar or BasaMix™ for a total reinforcement program.

Each of our products is specifically designed to extend the lifecycle of concrete products by eliminating “concrete spalling.” Spalling results from the steel reinforcing materials embedded within the concrete member rusting (contrary to popular belief, concrete is porous, and water can permeate into concrete). Rusting leads to the steel expanding and eventually causing the surrounding concrete to delaminate, crack, or even break off, resulting in potential structural failure. We believe that each of our products addresses this important need along with other key requirements in today’s construction market.

We believe that the following attributes of BasaFlex™ provide it with a competitive advantage in the marketplace:

BI ~~leases~~is currently leasing a fully permitted, 36,900 square foot facility located in Pompano Beach, Florida equipped with five customized, Underwriters Laboratories approved, pultrusion manufacturing machines for BasaFlex™ ~~production,~~production; one proprietary BasaMax^TM pultrusion manufacturing machine (see following paragraph) for BasaFlex™ production; plus ~~other~~additional composite manufacturing equipment. Pultrusion is a manufacturing process for converting reinforced fibers and liquid resin into a fiber-reinforced polymer product. Each of our current pultrusion machines has up to two linear production lines or “cavities” (we use one or two lines per machine depending on rebar size) giving a maximum capacity of 10 manufacturing lines (smaller bar ~~sizes)~~sizes only). To date, BI’s operations team has successfully optimized and scaled the capacity of our manufacturing plant to be able to produce up to 22,800 linear feet of BasaFlex™ rebar per shift, per working day, depending on the product mix. We are planning on vacating this facility on Pompano Beach and relocating to a new facility to accommodate our current and planned additional manufacturing machines (see note 12 to the accompanying financial statements for further information).

During the past year, we ~~have~~ designed, developed, and prototyped a next generation Pultrusion manufacturing system for BasaFlex^TM rebar we call BasaMax™. This new system has been designed in two versions, a quad-line system named “Tetrad” (for smaller bar sizes) and a dual-line system named “Dyad” (for larger bar sizes). Each ~~offers~~machine not only ~~have~~offers double the manufacturing capacity of the current machines for a given bar size, but they also run faster, and they fit in the same manufacturing floorspace. We currently have five of these new BasaMax pultrusion machines ~~on order:~~manufactured and ready for delivery: three quad-line machines and two dual-line machines. ~~Design changes~~

During the third quarter of 2022, we conducted an evaluation of our current facility in Pompano Beach with a longer-term view and ~~other improvements~~determined that its current facility layout significantly limits our options for growth. In addition, due to limitations on our cash resources, we ~~wanted~~have been late in our payments to ~~incorporate (based~~our current landlord, who has taken action to evict us. As a result of these factors, we have been looking for a new facility that will allow for future expansion and be better suited for our manufacturing processes. We have placed the planned installation of our new equipment temporarily on ~~reviews of the prototype), coupled with supply chain issues prevalent in today’s economic environment have led~~hold, and our current plan is to ~~some delay in the completion of the~~lease a new ~~equipment. We now expect to~~facility and accept delivery of ~~these custom manufactured~~ new machines ~~early in~~by the end of the fourth quarter of 2022 or early in 2023, with installation and calibration ~~also~~of our new machines to ~~be completed in fourth quarter of 2022. With~~commence immediately thereafter. Assuming we are able to secure appropriate manufacturing space, with the introduction of this new equipment and the subsequent establishment of our planned two-shift operations, our maximum manufacturing capacity for BasaFlex™ rebar will increase to ~~100,000+~~more than 100,000 linear feet per working day (on a two-shift basis).

Importantly, BI’s own fully equipped Test Lab is utilized to evaluate, validate, and verify each raw material and each batch of completed BasaFlex™ product, ensuring our finished goods meet the required specifications and performance attributes. We are also developing a new process specifically for manufacturing BasaFlex™ shapes (hoops; angles and stirrups) which we call BasaLinks™, which includes developing a next generation pultrusion system as part of this process. WeAgain, assuming we are able to secure appropriate manufacturing space, we expect our first BasaLinks system to be in place and operational during the ~~fourth~~second quarter of ~~2022.~~2023.

We believe that macroeconomic factors are pressuring the construction industry to consider the use of alternative reinforcement materials for the following reasons:

We believe we are well positioned to benefit from this renewed focus, particularly in light of the interest of the U.S. government in funding infrastructure improvements and events such as the collapse of a residential building in Surfside, Florida.

Our business plan calls for scaling the manufacturing capability ~~at our Florida facility in order~~ to enable the potential for increased revenues and cash flow positive operations, and ultimately to profitability, in as short a timeframe as possible. ~~Following~~As discussed above, we are currently searching for a new headquarters and manufacturing facility. Once and assuming this new facility is established and fully operational, we plan to open additional facilities around the country based on demand, each designed to service a circular area roughly 1,000 miles in diameter, with the plant at the center. ~~Locations will be selected based upon regional demand and using the South Florida facility as the model.~~

However, our ~~South Florida~~ manufacturing expansion plans have been hindered by several factors: the COVID-19 pandemic, our slower than expected rate of fundraising and our slower than expected ramp-up in sales. This last item has been caused by multiple factors, including:

Our new manufacturing equipment mentioned above is expected to be delivered and the installation and calibration process to commence during the fourth quarter of ~~2022.~~2022 or early in 2023, assuming we are able to secure a new manufacturing facility. The equipment is expected to become fully operational shortly thereafter. We believe the achievement of this would simultaneously resolve questions about our manufacturing capacity and will materially improve our ability to generate ~~sales.~~larger sales order.

In the past year, supply chain shortages or delays have had an immaterial impact on our operations. However, on October 31, 2022, we were notified by Mafic USA, LLC (our primary U.S. supplier of basalt fiber, which is the key component in our products) that they would be ceasing manufacturing operations in order to engage in a possible restructuring. As discussed below, we have a second supplier of basalt fiber located in Russia, but at the present time, we require a U.S. supplier of basalt fiber, and the absence of such a supplier, if it continues, would have a material adverse effect on our ability to conduct operations. We have been diligently researching other domestic sources of basalt fiber, and we continue to work with a domestic broker of international basalt fiber sourcing.

The recent war in Ukraine has led the world to issue sanctions on the government of Russia. This directly resulted in a significant price increase of basalt fiber material from our fiber supplier in Russia, Kamenny Vek. Of note, as described above under “Supply Chain” Kamenny Vek is presently our only operating suppler for basalt fiber, and this dependence is a risk factor for us until we can identify alternate suppliers. We have been fortunate as we have been able to raise our finished goods pricing to compensate without any notable affect to customer demand. We have also recently increased the levels of our safety stock of raw materials as an additional cushion. Nonetheless, we are currently qualifying alternate fiber and other materials from other global suppliers to preserve our options in case of further disruptions. We might experience further supply chain challenges in the future because of the war in Ukraine, which could harm our business and our results of operations.

We continue to pursue additional product and facility qualifications and approvals, and these qualifications and approvals are critical to the market acceptance of our products. As previously noted, we are currently testing products at an independent university laboratory (University of Sherbrooke) in the pursuit of FDOT certification. Formal FDOT approval is expected by the end of the first quarter of 2023. However, we are already selling to FDOT projects on an individual basis through exemptions or via previously issued material specs. Formal FDOT approval will allow us to bid on any FDOT project that is approved to use basalt fiber reinforced polymer products. Until we have obtained these additional approvals, our opportunities to bid on certain projects will be limited.

In the past two fiscal years, inflation has not had a significant impact on our business. However, during the second half of 2021 and into 2022, the U.S. economy has entered into a period of increasing inflation. Should inflation persist or increase, interest rates may continue to rise, and inflation overall could have a significant effect on the economy in general and the construction industry in particular, as well as create volatility in the capital markets. For example, inflation and increased interests could affect the prices of raw materials we use, demand for our products, our ability to attract and retain skilled labor and our ability to obtain financing. We are carefully watching chemical prices, which are following oil and gas prices, as a core component of BasaFlex™ is the chemical resin mix. Prices have risen, but we have been able to raise our own prices to support our margins, largely as the result of the increase in steel prices. We believe we have benefitted from the rapid rise in steel prices over the past several fiscal quarters as well as the reduced availability of steel rebar, both of which changes have opened opportunities to more readily introduce our products into the marketplace. As of the date of this report, BasaFlex™ has become competitive with steel on price alone, and it is relatively available, whereas steel has been impacted by raw material supply chain constraints. We will continue to seek opportunities to take advantage of high steel prices and restricted supply while these issues are prevalent.

The pandemic caused by the novel coronavirus (known as “COVID-19”) and governmental responses and efforts to curb the spread of the pandemic has caused great disruption to the U.S. national and international economies. We have been adversely impacted by COVID-19 in that we have been required to temporarily suspend operations during 2020 due to necessary quarantines, and the impact of COVID-19 on the construction industry we service has been significant. Government mandated shutdowns and other measures held less of an impact on our business during 2021, although we did have personnel absent for periods during the year due to COVID-19. During the first quarter of 2022, while certain of our personnel did contract COVID-19, overall COVID-19 did not have a material impact on our business, in part because we were operating with reduced personnel and personnel could work remotely in certain cases.

The continued prevalence of COVID-19 or outbreaks of new variants thereof could disrupt our supply chain, as well as our own operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who elect not to come to work due to illness affecting others in our office or plant, or due to additional necessary quarantines. This could be particularly true as we seek to scale operations during 2022 and hire additional personnel. COVID-19 could also impact members of our Board of Directors as well as key providers of services to us, which could adversely impact the management of our affairs. Additionally, as the COVID-19 pandemic continues to develop, we may be required to continue to spend time and resources in monitoring and adhering to government regulations that impact both our company and our customers and potential customers as necessary, which could also adversely impact our business and results of operations. We continue to monitor our operations and applicable government recommendations and requirements.

In the past two fiscal years, inflation has not had a significant impact on our business. However, during the second half of 2021 and into 2022, the U.S. economy has entered into a period of increasing inflation. Should inflation persist or increase, interest rates may continue to rise, and inflation overall could have a significant effect on the economy in general and the construction industry in particular, as well as create volatility in the capital markets. For example, inflation and increased interests could affect the prices of raw materials we use, demand for our products, our ability to attract and retain skilled labor and our ability to obtain financing. We are carefully watching chemical prices, which are following oil and gas prices, as a core component of BasaFlex™ is the chemical resin mix. Prices have risen, but we have been able to raise our own prices to support our margins, largely as the result of the increase in steel prices. We believe we have actually benefitted from the rapid rise in steel prices over the past several fiscal quarters as well as the reduced availability of steel rebar, both of which changes have opened opportunities to more readily introduce our products into the marketplace. As of the date of this report, BasaFlex™ has become directly competitive with steel on price alone, and it is relatively available, whereas steel has been impacted by raw material supply chain constraints. We will seek to continue to take advantage of these opportunities while high steel prices and restricted supply are prevalent.

In the past year, supply chain shortages or delays have had an immaterial impact on our operations. Our raw material suppliers have maintained a consistent flow of goods which we receive monthly. Domestic suppliers have increased their in-stock flows to maintain adequate levels with our manufacturing needs. However, we might experience supply chain challenges in the future, which could harm our business and our results of operations.

Supply chain shortages have, however, negatively impacted the scheduled delivery of our new custom manufacturing equipment, which are now scheduled to be installed and calibrated in the fourth quarter of 2022 (we had previously anticipated this process to be completed earlier in 2022). While we believe these supply chain issues are resolved, we still might experience further delays which are beyond our control or that of the machine manufacturer. Such additional delay(s) could further delay the delivery, installation and calibration of our new manufacturing equipment, which in turn would harm our business and/or our results of operations.

The recent war in Ukraine has led the world to issue sanctions on the government of Russia. This has shut down our ability to procure basalt fiber material from our secondary supplier in Russia, Kamenny Vek. However, our primary supplier, Mafic, is U.S. based, and has ample capacity to support our current and anticipated future needs with a 100% domestic source of raw materials. We have also recently increased the levels of our safety stock of raw materials as an additional cushion. Nonetheless, we are currently qualifying alternate material from other global suppliers to preserve our options in case of further disruptions.

We continue to pursue additional product and facility qualifications and approvals, and these qualifications and approvals are critical to the market acceptance of our products. As previously noted, we are currently testing products at two independent laboratories in the pursuit of ICC-ES and FDOT certifications. These also include production facility approvals. ICC-ES approval is expected by the end of September 2022, and FDOT approval by the end of 2022 (including the facility approvals). However, we are already selling to FDOT projects on an individual basis through exemptions or previously issued material specs. Formal FDOT approval will allow us to bid on any FDOT project that is approved to use basalt fiber reinforced polymer products. Until we have obtained these additional approvals, our opportunities to bid on certain projects will be limited.

During the quarter ended March 31, 2022, our company and Simon R. Kay (who had been serving as our Acting Interim Chief Executive Officer on a consulting basis) entered into a Transition Services Agreement in contemplation of our search for a permanent Chief Executive Officer. On March 25, 2022, our Board of Directors appointed Mr. Kay as our Chief Executive Officer and President. Additionally, Mr. Kay served as Acting Interim Chief Financial Officer and Acting Interim Principal Financial Officer of our company until August 1^st~~, 2022, when we engaged NowCFO (see below).~~

On August 1, 2022, the Company engaged NowCFO, a third-party consulting firm, to provide chief financial officer services for quarterly reporting and additional accounting matters. However, we believe that hiring a full time Chief Financial Officer is in our company’s long term best interests and the Company continues to recruit and interview candidates.

On February 20, 2022, David L. Anderson (“Anderson”), our Executive Vice President and Chief Operating Officer provided written notice to our Board of Directors of his resignation, and on February 24, 2022, we provided written notice to Anderson that his resignation of employment was accepted, effective immediately. As such, Anderson is not affiliated with us as of February 24, 2022, and the position of Chief Operating Officer remains unfilled as of the date of this report. We will need to fill the position of Chief Operating Officer (or similar position) in order to grow our business as planned.

Results of Operations for the Three Months Ended ~~June~~September 30, 2022, and 2021

Revenue: We had revenue of ~~$288,050~~$235,579 from sales of finished goods for the three months ended ~~June~~September 30, 2022, an increase of ~~$272,501~~$80,102 compared to ~~$15,549~~$155,477 in the prior year. While the increase in revenue in the year over year periods was relatively significant due to our increasing sales success (across all product lines) in 2022, overall revenues continue to be minimal, largely due to our capacity constraints and limited working capital. We continued our efforts to ~~scale our production capacity,~~ increase our sales ~~and grow finished goods inventory~~ during the period.

Cost of goods sold:Cost of goods sold was ~~$611,163~~$387,621 for the three months ended ~~June~~September 30, 2022, an increase of ~~$591,670~~$210,627 compared to cost of goods sold of ~~$19,493~~$176,994 during the prior period. Cost of goods sold reflects the fixed overhead costs absorbed by manufacturing, at low sales volumes this results in negative margins. Our gross profit during the three months ended ~~June~~September 30, 2022, was negative ~~$323,113~~$152,042 compared to ~~negative $3,944~~$21,517 during the prior period. This change is due to a reduction in selling price. We expect our gross profit to increase as fixed overhead costs are absorbed over a greater volume of sales.

Sales, general, and administrative: Sales, general, and administrative expenses were ~~$1,035,717~~$595,310 during the three months ended ~~June~~September 30, 2022, a decrease of ~~$411,863~~$1,037,646 compared to ~~$1,447,580~~$1,632,956 during the prior period. For the current quarter, sales, general, and administrative costs consisted primarily of professional fees of ~~$286,853;~~$113,596; payroll and related costs of ~~$239,145,~~$200,572, not including stock-based compensation of ~~$197,633;~~$71,178; consulting fees of ~~$82,591;~~$54,895; investor relations costs of ~~$49,180;~~$11,630; research and development of ~~$42,427;~~$3,195; advertising and marketing of ~~$42,099;~~$24,452; rent of ~~$30,778;~~$55,956; computer and IT costs of ~~$26,187,~~$29,547, and office costs of ~~$20,839.~~$15,371. The primary reason for the decrease in sales, general, and administrative costs compared to the prior period was ~~$443,436~~$774,749 decrease in compensation, professional fees and consulting plus a decrease of $156,439 in other overhead ~~and depreciation charges~~costs due to a reduction in ~~the prior period; these costs were absorbed by cost of sales during the three months ended June 30, 2022.~~production.

Gain on settlement of legal contingency: There was no gain on legal contingency during the three months ended ~~June~~September 30, 2022. During the prior period, the Company recognized a gain on settlement of legal contingency in the amount of ~~$320,037~~$94,127 in connection with the settlement of accounts payable related to legal ~~matters.~~matters

~~Liquidated damages – loan commitment:~~ During the three months ended June 30, 2022, the company recognized liquidated damages – loan commitment in the amount of $403,643 in connection with our obligations under the terms of our private placement to file a registration statement for an underwritten public offering and concurrent listing on a national stock exchange. There were no such charges during the prior period.

~~Loss on extinguishment of debt:~~ The Company recognized no loss on extinguishment of debt during the three months ended June 30, 2022, compared to $3,056,892 during the three months ended June 30, 2021. For more information about the transaction leading to the extinguishment of debt refer to footnote 7 of the financial statements included in this Form 10-Q.

Interest expense: Interest expense was ~~$181,589~~$84,467 during the three months ended ~~June~~September 30, 2022, ~~an increase~~a decrease of ~~$48,378~~$35,603 compared to interest expense of ~~$133,211~~$120,070 during the prior period. Interest expense consists of interest on the Company’s notes and loans payable along with late fees on past due invoices charged by vendors.

Results of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2022, and 2021

Revenue:We The Company had revenue of ~~$546,339~~$781,918 from sales of finished goods for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$19,685~~$175,162 in the prior year. While the increase in revenue in the year over year periods was relatively significant due to our increasing sales success (across all product lines) in 2022, overall revenues continue to be small, largely due to our capacity constraints and limited working capital. ~~We continued our efforts to scale our production capacity, increase our sales, and grow finished goods inventory during the period.~~

Cost of goods sold:Cost of goods sold was ~~$1,196,974~~$1,584,595 for the ~~six~~nine months ended ~~June~~September 30, 2022, an increase of ~~$1,176,165~~$1,389,908 compared to cost of goods sold of ~~$20,809~~$194,687 during the prior period. Cost of goods sold reflects the fixed overhead costs absorbed by manufacturing, at low sales volumes this results in negative margins. Our gross profit during the ~~six~~nine months ended ~~June~~September 30, 2022, was negative ~~$650,635~~$802,677 compared to negative ~~$1,124~~$19,525 during the prior period. We expect our gross profit to increase as fixed overhead costs are absorbed over a greater volume of sales.

Sales, general, and administrative: Sales, general, and administrative expenses were ~~$2,083,095~~$2,678,405 during the ~~six~~nine months ended ~~June~~September 30, 2022, a decrease of ~~$429,352~~$1,466,998 compared to ~~$2,512,447~~$4,145,403 during the prior period. For the current ~~six-month~~nine-month period, sales, general, and administrative costs consisted primarily of payroll and related costs of ~~$490,977,~~$691,549, not including stock-based compensation of ~~$426,856;~~$509,013; professional fees of ~~$386,896;~~$500,492; consulting fees of ~~$267,942;~~$322,837; research and development of ~~$181,032;~~$184,227; investor relations costs of ~~$111,213;~~$122,843; advertising and marketing of ~~$71,491;~~$95,943; rent of ~~$41,869;~~$74,976; computer and IT costs of ~~$41,605;~~$71,152; and office costs of ~~$35,160.~~$50,531. The primary reason for the decrease in sales, general, and administrative costs compared to the prior period was ~~$443,436~~$537,353 in overhead and depreciation charges in the prior period; these costs were absorbed by cost of sales during the ~~six~~nine months ended ~~June~~September 30, ~~2022.~~2022 as well as a decrease in stock-based compensation of 477,654 and a decrease in payroll of 164,981 due to a reduction in production.

Gain on settlement of legal contingency: There was no gain on legal contingency during the ~~six~~nine months ended ~~June~~September 30, 2022. During the prior period, the Company recognized a gain on settlement of legal contingency in the amount of ~~$344,522~~$438,649 in connection with the settlement of accounts payable related to legal matters.

Liquidated damages – loan commitment: During the ~~six~~nine months ended ~~June~~September 30, 2022, the company recognized liquidated damages – loan commitment in the amount of $426,759 in connection with our obligations under the terms of our private placement to file a registration statement for an underwritten public offering and concurrent listing on a national stock exchange. There were no such charges during the prior period.

Loss on extinguishment of debt: The Company recognized no loss on extinguishment of debt during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to $6,743,015 during the ~~six~~nine months ended ~~June~~September 30, 2021. For more information about the transaction leading to the extinguishment of debt refer to footnote 7 of the financial statements included in this Form 10-Q.

Gain on loan forgiveness: ~~There was no gain on loan forgiveness during the six months ended June 30, 2022.~~ The Company recognized a gain on loan forgiveness ~~in the amount of $124,143~~ during the ~~prior period in connection with~~nine months ended September 30, 2022 and 2021 of $167,996 and $124,143 respectively due to the PPP loan forgiveness program. The Company received two PPP loans that were both fully forgiven. During the nine months ended September 20, 2022, the Company received a ~~note payable loan on May 21, 2021.~~credit from a vendor forgiving an old outstanding balance of $2,100.

Interest expense: Interest expense was ~~$304,234~~$388,701 during the ~~six~~nine months ended ~~June~~September 30, 2022, an increase of ~~$98,360~~$62,757 compared to interest expense of ~~$205,874~~$325,944 during the prior period. Interest expense consists of interest on the Company’s notes and loans payable along with late fees on past due invoices charged by vendors.

Since inception, we have incurred net operating losses and negative cash flow. As of ~~June~~September 30, 2022, we had an accumulated deficit of ~~$49,585,933.~~$50,247,626. We have incurred general and administrative expenses associated with our product development and compliance while concurrently setting up our manufacturing facility, beginning operations, and developing our business plan. We also continue to incur legal fees arising from ongoing activities due to ~~fundraising.~~fundraising, ongoing public company costs and dispute resolution expenses. We expect operating losses to continue in the short term, and we require additional financing for securing and outfitting our proposed new headquarters and manufacturing space as well as ultimately expanding our manufacturing capability and generally scaling our business until we can generate sufficient revenues to achieve positive cash flow. These conditions raise substantial doubt about our ability to continue as a going concern.

We have historically satisfied our working capital requirements through the sale of restricted Common Stock and the issuance of warrants and promissory notes. We will continue our fundraising efforts until we have obtained positive cash flow to cover our expenses. No assurances can be given that we will be successful in raising capital at all or on terms acceptable to us, or at all, and no assurances can be given that even if we raise capital that we will be able to generate sufficient revenue to become cash flow positive.

On September 27, 2022, we furloughed the majority of our staff to reduce costs during a period of reduced production. We anticipate re-staffing as soon as we are in the new facility with the new equipment. In addition, due to our cash flow and liquidity challenges, we have received demand letters from a number of vendors to our company seeking payment of past due amounts to such vendors. As of the date of this report, such demands have not become formal litigations or other proceedings against our company, but they may become litigations against us in the future.

Notwithstanding proceeds from the sale of our securities, recent related party equipment lease transaction and warrant and option exercises in ~~2021~~2022 and ~~2022,~~2021, our current working capital is extremely limited, and our projected sales revenue (together with our limited working capital) ~~are~~is presently insufficient to maintain our current operations. In order to establish and grow our manufacturing and sales and marketing operations and reach the level of revenue sufficient to provide positive cash flow, we require significant funding of both our expansion plans (which includes the finalization of our current manufacturing expansion plans and potential investments in other manufacturing facilities, as well as increased headcount necessary to operate our manufacturing at planned capacity). This will cover our significant operating deficit while we seek to establish and scale our manufacturing capability, secure orders from known potential customers, and introduce our products to new customers. We will attempt to raise this capital through third party financing, including potential private or public offerings of our securities (including a potential underwritten offering and ~~up list/re-IPO to~~listing of our Common Stock on a national securities exchange) as well as bridge or other loan arrangements. However, there is a material risk that we will be unable to secure the required capital (whether through an underwritten financing and/or uplisting to a national exchange or otherwise) at all or that the terms of such required financing may be available or acceptable to us. If we are unable to obtain adequate financing, we may reduce our operating activities to reduce our cash use until sufficient funding is secured. If we are unable to secure funding when needed, our results from operations may suffer, and our business may fail.

As of ~~June~~September 30, 2022, we had cash of ~~$58,893~~$71,293 compared to $109,514 as of December 31, 2021. The decrease in cash was due to our net loss of ~~$3,464,723,~~$4,126,416, offset primarily by ~~$636,466~~$658,090 in non-cash expenses, a ~~$1,227,774~~$1,300,000 increase in stock subscription liability, an increase in accounts payable ~~and a decrease~~ of ~~$396,683 in inventory.~~$1,159,258. We also raised $1,300,000 pursuant to a private placement of Common Stock and warrants – this amount is carried on the Company’s balance sheet as a current liability as of June 30, 2022 because the shares have not yet been issued to the investors. The Company used ~~$742,832~~$780,476 of cash for the purchase of equipment during the period and raised ~~$774,591~~$450,000 in a financing leases. We raised $874,591 from the sales for Common Stock and the exercise of warrants and stock options.

Net cash used in operating activities amounted to ~~$81,529~~negative $907,494 and ~~$2,294,501~~$3,879,286 for the ~~six~~nine months ended ~~June~~September 30, 2022, and 2021, respectively. The decrease in net cash used in operating activities was primarily a result of an increase in subscription liability in the amount of $1,300,000, a decrease in net loss of $6,536,548 offset by a decrease in non-cash items of $6,816,896 and an increase in accounts payable in the amount of ~~$1,227,774~~$1,159,268 and a decrease in inventory of $431,098 during the ~~six~~nine months ended ~~June~~September 30, 2022.

During the ~~six~~nine months ended ~~June~~September 30, 2022, we used ~~$742,832~~$330,476 cash for investing activities compared to ~~$270,330~~a negative $1,868,896 used in the same period in the prior fiscal year. The increase is largely due to a reduction in the costs associated with the customization, installation, and verification and validation testing of the prototype BasaMax™ pultrusion machine, for the modifications and UL listing of the current production machinery, and the final payments for the enhancements made to our production facility as compared to the deposits made on machinery and ~~equipment.~~equipment offset by an equipment financing transactions totaling $450,000.

During the ~~six~~nine months ended ~~June~~September 30, 2022, we had ~~$773,740~~$1,199,749 net cash provided by financing from the sale of Common Stock ~~and~~of $649,591, warrants for net proceeds of ~~$649,591~~$225,000, proceeds from notes payable of $305,000, and ~~exercise~~repayments of ~~stock options in the amount~~notes payable of ~~$125,000.~~$20,158. During the prior period, cash provided by financing activities was ~~$2,382,726.~~$6,796,904.

~~We do not believe that our~~Our cash on hand as of ~~June~~September 30, 2022 or as of the date of this report will not be sufficient to fund our current working capital requirements to the point where we are generating positive cash flow. We have recently entered into several convertible promissory notes and other loan transactions to help fund operations and will require substantial additional working capital in the short term. We continue working towards securing more working capital with a preference towards debt which may be convertible to equity. However, there is no assurance that we will be successful in our efforts or, if we are, that the terms will be beneficial to our shareholders.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our then serving Chief Executive Officer, our ~~Acting Interim~~ Chief Financial Officer and our Controller, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) through ~~June~~September 30, 2022.

During our assessment of the effectiveness of internal control over financial reporting as of ~~June~~September 30, 2022, management identified material weaknesses related to (i) the U.S. GAAP expertise and experience of our internal accounting personnel and (ii) a lack of segregation of duties within accounting functions. As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of ~~June~~September 30, 2022.

We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that the material weaknesses described above are remediated as soon as possible. We believe we will have the opportunity to remediate these weaknesses when adequate funding is secured. We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Because of its inherent limitations, however, readers are cautioned that internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we may become involved in legal proceedings that, individually or in the aggregate, could have a material adverse effect on our business, financial condition, cash flows, or results of operations.

On October 17, 2022, we were presented with a written notice from Camton, LLC (the “Landlord”), the landlord of our headquarters and principal manufacturing facility in Pompano Beach, Florida, demanding that we pay past due rent or relinquish possession of its facilities. On October 25, 2022, the Landlord filed a complaint in the Broward County Court, Fort Lauderdale, Florida, and on November 1, 2022, the Company received an eviction summons. On November 3, 2022, in accordance with the instructions within the complaint, we presented 100% of the past due amount payable to the Broward County Court and commenced negotiations with the Landlord for an early exit of our lease. We are presently searching for an alternative headquarters and manufacturing facility for our company.

Except as set forth above, as of the date of this report, we are not aware of any ~~such~~ proceedings pending against our company.

~~On June 2, 2022, the Company issued to a related party 122,713 shares of Common Stock with a market value of $0.149 per share.~~None.

Effective April 27, 2022, we entered into a collaboration framework agreement with MEP World Group, a Florida limited liability company (“MEP”). This collaboration framework agreement terminates and replaces that certain Exclusive Supplier Agreement, dated July 23, 2020, between our company and MEP under which (among other items) MEP was granted exclusive distribution rights to BasaFlex™ and our other products in Miami-Dade County. Pursuant to the new collaboration framework agreement, MEP engaged us for manufacturing services on a non-exclusive basis and to sell products to MEP as its supplier for MEP customers in accordance with the terms of the agreement.None.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Nevada	20-4959207
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

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

Class		Shares Outstanding as of ~~August 15,~~November 21, 2022
~~Common Stock,~~common stock, $0.001 par value per share		~~253,217,402~~257,156,796

		Page No.
	PART I. – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and ~~Six~~Nine Months ended ~~June~~September 30, 2022 and 2021	2
	Condensed Consolidated Statements of Stockholder’s (Deficit) Equity (Unaudited) for ~~Six~~Nine Months ended ~~June~~September 30, 2022 and 2021	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~Six~~Nine Months ~~Ended June~~ended September 30, 2022 and 2021	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2022
Item 4.	Controls and Procedures	2022

	PART II. – OTHER INFORMATION

Item 1.	Legal Proceedings	2123
Item 1A.	Risk Factors	2123
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2123
Item 3.	Defaults Upon Senior Securities	2123
Item 4.	Mine Safety Disclosures	2123
Item 5.	Other Information	2123
Item 6.	Exhibits	2123
Signatures		2224


	September 30, 2022			December 31, 2021
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	71,293		$	109,514
Accounts receivable, net		65,734			7,817
Inventory		283,557			714,655
Prepaid expenses		170,938			127,806
Deposits and other current assets		253,436			265,553
TOTAL CURRENT ASSETS		844,958			1,225,345

Lease right-of-use asset, operating		529,381			749,116
Lease right-of-use asset, financing		450,705			—
Lease right-of-use asset, financing, related-party		451,725			—
Fixed assets, net		3,016,631			3,236,825
TOTAL NON CURRENT ASSETS		4,448,442			3,985,941

TOTAL ASSETS	$	5,293,400		$	5,211,286

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY


CURRENT LIABILITIES
Accounts payable	$	1,494,543		$	1,175,682
Accrued expenses		457,811			407,454
Accrued legal liability		165,000			165,000
Subscription liability		1,300,000			—
Notes payable		320,122			466,762
Notes payable - related party		605,000			300,000
Notes payable - convertible - related party, net		2,027,695			1,689,745
Lease liability – operating, current portion		371,960			325,339
Lease liability – financing, current portion		3,824			—
Lease liability – financing, related party, current portion		4,031			—
TOTAL CURRENT LIABILITIES		6,749,986			4,529,982

Lease liability – operating, net of current portion		214,330			499,546
Lease liability – net of current portion		445,613			—
Lease liability – financing, related party, net of current portion		444,525			—

TOTAL LIABILITIES		7,854,454			5,029,528

STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 253,217,402 and 248,840,144 shares issued and outstanding, respectively		253,218			248,842
Additional paid-in capital		47,433,354			46,054,126
Accumulated deficit		(50,427,626	)		(46,121,210	)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(2,561,054	)		181,758

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	5,293,400		$	5,211,286


	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	58,893		$	109,514
Accounts receivable, net		24,256			7,817
Inventory		317,972			714,655
Prepaid expenses		104,805			127,806
Deposits and other current assets		253,436			265,553
TOTAL CURRENT ASSETS		759,362			1,225,345

Lease right-of-use asset, operating		605,621			749,116
Lease right-of-use asset, financing, related-party		451,050			—
Fixed assets, net		3,462,492			3,236,825
TOTAL NON CURRENT ASSETS		4,519,163			3,985,941

TOTAL ASSETS	$	5,278,525		$	5,211,286

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES
Accounts payable	$	1,469,978		$	1,175,682
Accrued expenses		890,932			407,454
Accrued legal liability		165,000			165,000
Subscription liability		1,300,000			—
Notes payable		500,515			466,762
Notes payable - related party		300,000			300,000
Notes payable - convertible - related party, net		1,689,745			1,689,745
Lease liability – operating, current portion		357,080			325,339
Lease liability – financing, related party, current portion		3,892			—
TOTAL CURRENT LIABILITIES		6,677,142			4,529,982

Lease liability – operating, net of current portion		312,781			499,546
Lease liability – financing, related party, net of current portion		445,257			—

TOTAL LIABILITIES		7,435,180			5,029,528

STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized, NaN issued and outstanding		—			—
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 251,884,069 and 248,840,144 shares issued and outstanding, respectively		251,885			248,842
Additional paid-in capital		47,177,393			46,054,126
Accumulated deficit		(49,585,933	)		(46,121,210	)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(2,156,655	)		181,758

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	5,278,525		$	5,211,286


					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Par Value		Capital		Deficit			Deficit
Balance January 1, 2021		224,836,785	$	224,838	$	28,714,488	$	(29,643,387	)	$	(704,061	)
Warrants exercised for cash		1,000,000		1,000		122,500		—			123,500
Stock-based compensation		600,000		600		173,400		—			174,000
Stock issued for cash		450,000		450		89,550		—			90,000
Warrants Issued		—		—		3,686,123		—			3,686,123
Net loss		—		—		—		(4,672,205	)	$	(4,672,205	)

Balance March 31, 2021		226,886,785	$	226,888	$	32,786,061	$	(34,315,592	)	$	(1,302,643	)

Stock issued for cash		735,669		735		241,041		—			241,776
Stock-based compensation		900,000		900		554,625		—			555,525
Warrants issued		—		—		3,362,091		—			3,362,091
Net loss		—		—				(4,318,474	)		(4,318,474	)

Balance June 30, 2021		228,522,454	$	228,523	$	36,943,818	$	(38,634,066	)	$	(1,461,725	)

Schedule of Dilutive Shares Not Included in Loss Per Share Computation
	June 30,		December 31,
	2022		2021
	(Unaudited)
Options		1,727,778		4,227,778
Warrants		141,889,090		138,191,666
Convertible securities		7,696,765		6,970,063
Total		151,313,633		149,389,507

Schedule of future minimum lease payments
2022	$	24,750
2023		99,000
2024		499,500
Total minimum lease payments		623,250
Present value discount		(173,813	)
Financing lease liability	$	449,437

Schedule of Option Activity
	Total Options			Weighted Average		Aggregate Intrinsic
	Outstanding			Exercise Price		Value

Balance at January 1, 2021		4,542,500		$	0.41	$	—
Issued		1,277,778			0.27		—
Cancelled / Expired		(1,592,500	)		0.53		—
Balance at December 31, 2021		4,227,778		$	0.33	$	19,500
Exercised		(500,000	)		0.25		—
Cancelled / Expired		(1,000,000	)		0.55		—
Balance at March 31, 2022		2,727,778		$	0.26	$	—
Cancelled / Expired		(1,000,000	)		0.25		—
Balance at June 30, 2022		1,727,778		$	0.27	$	—

Schedule of Option Activity
	Total Options			Weighted Average		Aggregate Intrinsic
	Outstanding			Exercise Price		Value

Balance at January 1, 2021		4,542,500		$	0.41	$	—
Issued		1,277,778			0.27		—
Cancelled / Expired		(1,592,500	)		0.53		—
Balance at December 31, 2021		4,227,778		$	0.33	$	19,500
Exercised		(500,000	)		0.25		—
Cancelled / Expired		(1,000,000	)		0.55		—
Balance at March 31, 2022		2,727,778	)	$	0.26	$	—
Cancelled / Expired		(1,000,000	)		0.25
Balance at June 30, 2022		1,727,778		$	0.27	$	—
Cancelled / Expired		—			—		—
Balance at September 30, 2022		1,727,778		$	0.27	$	—

Schedule of Options Exercisable and Outstanding
		Weighted Average
		Remaining
Range of	Number	Contractual	Weighted Average	Aggregate
Exercise Prices	Outstanding	Life (Years)	Exercise Price	Intrinsic Value

$0.01 - $0.50	1,727,778	3.107	$0.27	—

Schedule of Warrants Activity
				Weighted
				Average		Aggregate
	Total Warrants			Exercise Price		Intrinsic Value

Balance at January 1, 2021		38,920,378		$	0.27	$	2,973,660
Granted		100,271,288			0.29		—
Exercised		(1,000,000	)		0.12		—
Balance at December 31, 2021		138,191,666		$	0.29	$	3,824,750
Granted		5,242,424			0.33		—
Balance at March 31, 2022		143,434,090		$	0.29	$	1,147,100
Granted		500,000			0.33		—
Expired - cancelled		(2,045,000	)		0.49		—
Balance at June 30, 2022		141,889,090			0.29	$	204,000

Schedule of Warrants Activity
				Weighted
				Average		Aggregate
	Total Warrants			Exercise Price		Intrinsic Value

Balance at January 1, 2021		38,920,378		$	0.27	$	2,973,660
Granted		100,271,288			0.29		—
Exercised		(1,000,000	)		0.12		—
Balance at December 31, 2021		138,191,666		$	0.29	$	3,824,750
Granted		5,242,424			0.33		—
Balance at March 31, 2022		143,434,090		$	0.29	$	1,147,100
Granted		500,000			0.33
Expired – cancelled		(2,045,000	)		0.00
Balance at June 30, 2022		141,889,090		$	0.29	$	204,000
Granted		1,000,000			0.33		—
Exercised		(1,333,333	)		0.08
Expired – cancelled		(1,500,000	)		0.00		—
Balance at September 30, 2022		140,055,757		$	0.29	$	150,667

Exhibit
No.		Exhibit Description
31.1		Certification of ~~Interim~~ Chief Executive Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the Securities Exchange Act
31.2		Certification of Chief Financial Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the Securities Exchange Act
32.1		Certification of ~~Interim~~ Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	Basanite, Inc.

	By:	/s/ ~~Timothy Ward~~Michael V. Barbera
		~~Timothy Ward~~Michael V. Barbera
		~~Acting/~~Acting Interim Chief Executive Officer

	By:	/s/ Lisa Gainsborg
		Lisa Gainsborg
		Chief Financial Officer