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):
April 1, 2019
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
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
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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 2.02. Results of Operations and Financial Condition
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On April 1, 2019, the BioHiTech Global,
Inc. (the “Registrant”) provided certain financial guidance information during its year-end earnings conference call
(the “Call”). On April 2, 2019, the Registrant issued a press release disclosing the guidance made during the Call.
A copy of the press release (the “Press Release”) is attached as Exhibit 99.1 to this Current Report.
Item 7.01 Regulation FD Disclosure
The disclosures set forth in Item 2.02 are hereby incorporated
by reference into this Item 7.01.
The information in furnished pursuant to this Item 7.01 is being
furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
This Form 8-K
and the Press Release contain “forward-looking statements” within the meaning of 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 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 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. Further, the Company has only recently begun operations at
its HEBioT Facility and there can be no assurance that the Company will be able to meet the projections contained in the Press
Release. 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.
Item 9.01. Financial Statements and
Exhibits.
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: April 2, 2019
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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
(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
Chestnut
Ridge, NY 10977
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FOR IMMEDIATE RELEASE
BioHiTech Global Sees
Full Year 2019 Revenue Increasing 198% to $10 Million
as Its Martinsburg HEBioT Resource Recovery Facility Commences
Commercial
Operation
CHESTNUT RIDGE, NY – April 2,
2019
– BioHiTech Global, Inc. ("BioHiTech" or the "Company") (NASDAQ: BHTG), a technology and services
company that provides cost-effective and sustainable waste management solutions estimates full year 2019 revenue increasing by
198% to $10 million as its Martinsburg HEBioT resource recovery facility (the “Martinsburg HEBioT Facility” or the
“Facility” commences commercial operation.
As stated in its year-end earnings call, the Company estimates that revenue from its digester leasing and sales, management services,
and new Facility operations, will reach $10 million in 2019, up from $3.3 million in 2018.
The Martinsburg HEBioT Facility is expected
to receive and process up to 110,000 tons of municipal solid waste per year while diverting as much as 80% of what enters the
facility from landfills. The Facility utilizes a patented high efficiency mechanical and biological treatment process (“
HEBioT
Process
”) that produces an EPA recognized solid recovered fuel (“SRF”) that can be used as a partial
replacement for coal in various applications. Revenue will be realized from tipping fees associated with the waste received, sale
of SRF to end users, and the sale of recovered metals.
About the HEBioT Technology
In addition to our flagship location in
Martinsburg, the HEBioT solid waste processing technology has been successfully deployed at seven facilities located throughout
Europe that currently process in excess of 1 million tons of solid waste per year. The HEBioT process recovers almost 80% of municipal
solid waste by integrating OEM sorting equipment with patented MBT (Mechanical Biological Treatment) technologies into a dedicated
fully enclosed processing facility. The disposal of waste using this system is cost effective and results in a number of environmental
benefits including:
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A significant reduction in the amount
of mixed municipal solid waste that ultimately is disposed of in landfills.
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The recovery of bio-mass, plastics and
other carbon materials.
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The production of an EPA recognized, high
calorific, solid recovered fuel to help reduce harmful emissions.
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For a more detailed description of the
HEBioT solid waste processing technology please view the following video
https://www.youtube.com/watch?v=CHhfSrdkOmM
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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
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Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 is subject to further changes upon completion of the Company’s quarter and year-end closing procedures.
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. Further, the Company has only recently
begun operations at its HEBioT Facility and there can be no assurance that the Company will be able to meet the projections contained
in this release. 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.
Rich Galterio
Executive Vice President
Direct: 845.367.0603
rgalterio@biohitech.com
www.biohitech.com