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):
June 12, 2017
BIOHITECH GLOBAL, INC.
(formerly known as Swift Start Corp.)
(Exact Name of Registrant as Specified in
its Charter)
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Delaware
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001-36843
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46-233496
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(State of Organization)
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(Commission File Number)
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(I.R.S. Employer 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
Merger Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Merger Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Merger Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As previously disclosed,
on June 7, 2017, BioHiTech Global, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Meeting”).
At the Meeting the Company’s stockholders approved and adopted an amendment to the Company’s Amended and Restated
Certificate of Incorporation (the “Charter Amendment”), which increased the number of authorized shares of Common
Stock from 20,000,000 to 50,000,000. The Charter Amendment became effective upon filing with the Secretary of State of the State
of Delaware on June 12, 2017. A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to Amended and Restated Certificate of Incorporation.
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SIGNATURES
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.
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Date: June 15, 2017
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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
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BIOHITECH GLOBAL, INC.
BioHiTech Global, Inc.,
a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies
as follows:
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1.
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The name of the Corporation is BioHiTech Global, Inc.
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2.
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The Corporation’s Certificate of Incorporation was filed with the Secretary of State of the
State of Delaware on March 20, 2013 and amended by an Amended and Restated Certificate of Incorporation which was filed with the
Secretary of State of the State of Delaware on August 6, 2015.
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3.
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The Certificate of Incorporation, as amended (the “Certificate”) is hereby amended
by striking out Article IV thereof in its entirety and substituting in lieu of said Article IV the following new Article IV:
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ARTICLE IV
(a) The
total number of shares of Common Stock which this corporation shall have authority to issue is 60,000,000 consisting of (i) 50,000,000
shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and (ii) 10,000,000 shares of Preferred Stock,
par value $0.0001 per share (the “Preferred Stock”).
(b) Preferred
Stock. Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide
for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the General Corporation Law of
the State of Delaware (hereinafter, along with any similar designation relating to any other class of stock that may hereafter
be authorized, referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares
to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series
and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
(i) The designation of
the series, which may be by distinguishing number, letter or title;
(ii) The number of shares
of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation)
increase or decrease (but not below the number of shares thereof then outstanding);
(iii) The amounts payable
on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be
cumulative or noncumulative;
(iv) Dates on which dividends,
if any, shall be payable
(v) The redemption rights
and price or prices, if any, for shares of the series;
(vi) The terms and amount of any sinking
fund provided for the purchase or redemption of shares of the series;
(vii) The amounts payable
on and the preference, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company;
(viii) Whether the shares
of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the
Company or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion
or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible
or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
(ix) Restrictions on
the issuance of shares of the same series or of any other class or series;
(x) The voting rights,
if any, of the holders of shares of the series.
(xi) The restrictions
and conditions, if any, upon the issuance or reissuance of any Additional preferred stock ranking or a part with or prior to such
shares as to dividends or upon distribution; and
(xii) Any other preferences,
limitations or relative rights of shares of such class or series consistent with this Article IV, the General Corporation Law of
the State of Delaware, and applicable law.
(c) Common Stock.
The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of Common Stock
shall be equal to each other share of Common Stock. Except as may be provided in this Certificate of Amendment or in a Preferred
Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions
presented to the stockholders.
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4.
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This Certificate of Amendment to the Certificate has been duly approved by the Board of Directors
of the Corporation in accordance with the provisions of Section 141 and 242 of the General Corporation Law of Delaware.
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5.
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This Certificate of Amendment to the Certificate has been duly approved by the affirmative vote
of the stockholders in accordance with Sections 211, 212 and 242 of the General Corporation Law of Delaware and the Corporation’s
Certificate.
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6.
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This Certificate of Amendment to the Certificate shall be effective on and as of the date of filing
with the Secretary of State of the State of Delaware.
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IN WITNESS WHEREOF
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the Chief Executive Officer of the Corporation has executed this Certificate of Amendment to the Certificate of Incorporation this
12th day of June, 2017.
BIOHITECH GLOBAL, INC.
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By:
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/s/ Frank E. Celli
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Name: Frank E. Celli
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Title: Chief Executive Officer
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