{"url_path":"/sec/bcht/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/728385/0001477932-26-003054-index.html","accession_number":"0001477932-26-003054","cik":"0000728385","ticker":"BCHT","issuer_name":"Birchtech Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/728385/0001477932-26-003054-index.html","primary_entity_key":"0000728385","primary_entity_name":"Birchtech Corp."},"word_count":500,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\n**Recent Sales of Unregistered Securities**\n\n \n\nNone.\n\n \n\n**Use of Proceeds**\n\n \n\nOn February 27, 2026, we completed a public offering of 6,250,000 shares of our common stock, at a price of $2.40 per share, generating gross proceeds of $15,000,000. In connection with the offering, we granted Lake Street Capital Markets, LLC as representative of the several underwriters a 30-day option to purchase up to an additional 937,500 shares of common stock at the offering price of $2.40 per share (the “Over-Allotment Option”). On March 17, 2026, the Company sold to the underwriters pursuant to their partial exercise of their Over-Allotment Option an additional 600,000 shares of common stock resulting in additional gross proceeds of $1,440,000. After giving effect to the partial exercise of the Over-Allotment Option, gross proceeds from the offering were $16,440,000, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The net proceeds to us from the offering were $14,228,617, after deducting underwriting discounts and commissions of $1,150,800, and other offering expenses payable by us in the amount of $1,060,583. No payment for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates, except $125,000 to David M. Kaye, a director of the Company, for legal services rendered.\n\n \n\nWe intend to use the net proceeds of the offering, together with our existing cash, for, among other things, continuing operating expenses, working capital and other general corporate purposes.\n\n \n\nThe shares were offered pursuant to a Registration Statement on Form S-1, as amended (File No. 333-292701), which was declared effective by the SEC on February 17, 2026, including the preliminary prospectus included therein.\n\n \n\n**Purchases of equity securities by the issuer and affiliated purchasers**\n\n \n\nOn March 19, 2025, we announced that our Board of Directors authorized a share repurchase program under which the Company may purchase up to $5.0 million of its common stock. Purchases under the share repurchase program may be made from time to time, in such amounts as management deems appropriate, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5‑1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the share repurchase program will be determined based upon a variety of factors, including general market conditions, share price, corporate and regulatory requirements and limitations, corporate liquidity requirements and priorities, and other factors. The share repurchase program does not have an expiration date, does not require the Company to repurchase any specific number of shares of its common stock, if any, and may be modified, suspended or terminated at any time without notice. During the three months ended March 31, 2026, there were no repurchases made under the program. \n\n \n\n \n\n34\n\n*Table of Contents*"}