UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 9, 2020
BIOHITECH GLOBAL, INC.
(Exact Name of Registrant as
Specified in its Charter)
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Delaware
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001-36843
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46-2336496
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(State of Organization)
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(Commission File Number)
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(I.R.S. Employer
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Identification No.)
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80 Red Schoolhouse Road, Suite 101,
Chestnut Ridge, NY 10977
(Address of principal executive offices)
Registrant’s telephone number, including
area code: 845-262-1081
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock,
$0.0001 par value per share
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BHTG
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NASDAQ
Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark 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. ¨
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Officers.
On July 9, 2020, Walter Littlejohn III
joined the Board of Directors of BioHiTech Global, Inc. (the “Company”). Mr. Littlejohn’s biographical information
is provided below. Mr. Littlejohn will be granted 27,027 Restricted Stock Units of the Company’s common stock that will vest
13,513 on January 1, 2021 and 13,514 on May 31, 2021, plus the reimbursement of out of pocket expenses in connection with attendance
of meetings of the Board of Directors.
Walter Littlejohn III, 51, Independent
Director. Mr. Littlejohn is presently and since March 2020 Senior Vice President and Managing Director of Crystal River Cruises,
a Miami Florida based division of Crystal Cruises and served as its Vice President and Managing director from June 2016 until his
appointment as Senior Vice President. Prior to joining Crystal Cruises and from March 2012, Mr. Littlejohn was Vice President –
Reservations with AmaWaterways, a Calabasas California based river cruise line. Prior thereto Mr. Littlejohn held various management
positions with Expedia, Chartwell Vacations and Carnival Cruise Lines. Mr. Littlejohn received a Bachelor of Science in Economics
from the Warton School of the University of Pennsylvania.
On July 10, 2020 The Company issued a press
release announcing the appointment of Walter Littlejohn III as Independent Director. A copy of the press release is attached as
Exhibit 99.1 to this current Report and is incorporated herein by Reference.
Item 9.01. Financial Statements and Exhibits.
(d)
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: July 13, 2020
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BIOHITECH GLOBAL, INC.
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By:
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/s/ Brian C. Essman
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Name:
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Brian C. Essman
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Title:
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Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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Exhibit 99.1
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BIOHITECH
GLOBAL, Inc.
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80
Red Schoolhouse Road, Suite 101
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Chestnut
Ridge, NY 10977
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FOR IMMEDIATE RELEASE
BioHiTech Global Appoints
Walter Littlejohn III as an Independent Member of Its Board of Directors
CHESTNUT RIDGE, NY – July 10,
2020 – BioHiTech Global, Inc. (“BioHiTech” or the “Company”) (NASDAQ: BHTG), a technology
and services company that provides cost-effective and sustainable environmental management solutions, today announced the appointment
of Walter Littlejohn III as an independent member of the Company's Board of Directors. Mr. Littlejohn has over 29 years experience
in the travel industry and currently serves as Senior Vice President & Managing Director of Crystal River Cruises, a division
of Genting Hong Kong Limited that offers luxury river cruise experiences in the heart of Europe.
Over the course of his distinguished career,
Mr. Littlejohn has served in key executive roles for companies including Expedia and Carnival Cruise Lines, where his responsibilities
ranged from brand marketing to revenue line and sales group management. At Expedia, he served as Senior Revenue Manager and North
America Telesales manager where he was tasked with providing strategic direction in revenue development for cruise on the Expedia.com
website as well as developing and optimizing B2C telesales strategies for eight global call centers that supported the Expedia
Affiliate Network. As a Regional Sales Manager for Carnival Cruise Lines, he managed sales for a network of over 1,000 independent
travel agents. Mr. Littlejohn graduated with a B.S. in Economics from the University of Pennsylvania’s Wharton School of
Business.
“We are
pleased to add Walter as an independent member of BioHiTech’s Board of Directors as we continue to strengthen the leadership
of our company,” said Frank E. Celli, BioHiTech’s Chief Executive Officer. “Walter’s significant experience
in the cruise and travel industry will provide us with valuable insight as we look to expand the presence of our environmentally
friendly technology solutions in these markets. We look forward to working together with Walter to build value at BioHiTech for
the benefit of our stockholders.”
Mr.
Littlejohn added, “I am eager to accept this opportunity to join BioHiTech’s Board of Directors and work with this
talented team of professionals. Together, we are on a mission to have a positive impact on the environment by delivering cost-effective
technologies to solve problems in waste management, and now, virus disinfection. I believe that nowhere is the need for BioHiTech’s
solutions more prevalent than in the hospitality industry and I look forward to lending my expertise in this area as well as providing
management with long-term guidance to help BioHiTech deliver on its promising future.”
About BioHiTech Global
BioHiTech Global, Inc. (NASDAQ: BHTG),
is changing the way we think about managing waste. Our cost-effective technology solutions include the patented processing
of municipal solid waste into a valuable renewable fuel, biological disposal of food waste on-site, and proprietary real-time
data analytics tools to reduce food waste generation. Our unique solutions enable businesses and municipalities of all sizes to
lower disposal costs while having a positive impact on the environment. When used individually or in combination, our solutions
lower the carbon footprint associated with waste transportation and can reduce or virtually eliminate landfill usage. For more
information, please visit www.biohitech.com.
Forward Looking Statements
Statements in this press release contain
certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. Without limiting the foregoing, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,”
“intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” or “will,” or the negative thereof or other variations
thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond the Company’s control. These statements are also based on many assumptions and estimates
and are not guarantees of future performance. These statements are estimates, based on information available to management as of
the date of this release, and are subject to further changes. These statements may involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of BioHiTech Global, Inc. to be materially different
from future results, performance or achievements expressed or implied by such forward-looking statements. BioHiTech Global, Inc.
assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available
in the future in these forward-looking statements, even if new information becomes available in the future. Our actual results
may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including,
without limitation those set forth as “Risk Factors” in our filings with the Securities and Exchange Commission (“SEC”).
There may be other factors not mentioned above or included in the BioHiTech’s SEC filings that may cause actual results to
differ materially from those projected in any forward-looking statement. BioHiTech Global, Inc. assumes no obligation to update
any forward-looking statements as a result of new information, future events or developments, except as required by securities
laws.
Company Contact:
BioHiTech Global, Inc.
Richard Galterio
Executive Vice President
Direct: 845.367.0603
rgalterio@biohitech.com
www.biohitech.com
Investors:
ir@biohitech.com