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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 15, 2024
BIRCHTECH CORP. |
(Exact name of registrant as specified in its charter) |
Commission file number 000-33067
Delaware | | 87-0398271 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
1810 Jester Drive Corsicana, Texas | | 75109 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (614) 505-6115
Midwest Energy Emissions Corp.
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective on October 17, 2024, Midwest Energy Emissions Corp. (the “Company”) changed its corporate name to “Birchtech Corp.” pursuant to a Certificate of Amendment to its Certificate of Incorporation filed with the State of Delaware (the “Corporate Name Change”).
A copy of the Company’s Certificate of Amendment to its Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The only change to the Company’s Certificate of Incorporation is the change of the Company’s corporate name from “Midwest Energy Emissions Corp.” to “Birchtech Corp.”.
Item 7.01 Regulation FD Disclosure.
On October 15 and October 17, 2024, the Company issued press releases announcing the corporate name and stock symbol change. Copies of each press release are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 8.01 Other Events.
The Corporate Name Change described under Item 5.03 became effective with the TSX Venture Exchange (“TSXV”) in Canada and the OTCQB in the United States at the opening of trading on October 17, 2024. As of such date, the Company’s shares of common stock will trade under the symbol “BCHT” on both the TSXV and OTCQB. The CUSIP number previously assigned to the Company’s shares of common stock (59833H101) will not change.
No action is required by existing stockholders, nor will any certificates representing shares of common stock need to be exchanged. If, however, a stockholder wishes to exchange such stockholder’s certificates, the stockholder may do so by contacting the Company’s transfer agent.
Item 9.01 Financial Statements and Exhibits.
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 hereunto duly authorized.
| Birchtech Corp. | |
| | | |
Date: October 17, 2024 | By: | /s/ Richard MacPherson | |
| | Richard MacPherson President and Chief Executive Officer | |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
MIDWEST ENERGY EMISSIONS CORP.
Midwest Energy Emissions Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
First: The name of the Corporation is Midwest Energy Emissions Corp.
Second: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is May 30, 2006, under the name of Digicorp, Inc.
Third: That Article First of the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), relating to the name of the Corporation, is hereby amended to read as follows:
“FIRST: The name of the Corporation (hereinafter called the “Corporation”) is Birchtech Corp.”
Fourth: That the foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL without the necessity of a meeting or vote of stockholders pursuant to Section 242(d)(1) of the DGCL.
Fifth: That this Certificate of Amendment to the Certificate of Incorporation shall be effective on the 17th day of October, 2024.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to its Certificate of Incorporation to be signed by its President and Chief Executive Officer this 2nd day of October, 2024.
| | MIDWEST ENERGY EMISSIONS CORP. | |
| | | | |
| By: | /s/ Richard MacPherson | |
| | Name: | Richard MacPherson | |
| | Title: | President and Chief Executive Officer | |
State of Delaware
Secretary of State
Division of Corporations
Delivered 03:59 PM 10/03/2024
FILED 03:59 PM 10/03/2024
EXHIBIT 99.1
Midwest Energy Emissions Corp Becomes “Birchtech”,
Corporate Name Change and Stock Symbol Announced Alongside Conditional Listing Approval from the TSX
New Corporate Name & Stock Symbol [BCHT] Reflects the Firm’s Technology Capacities, Supporting Investor Growth on a Leading North American Stock Exchange
CORSICANA, Texas (October 15, 2024, 7:07 a.m. CT) - Midwest Energy Emissions Corp. (TSXV:MEEC) (OTCQB:MEEC) ("ME2C Environmental" or the “Company”), a leading environmental technologies firm, today announced it is rebranding to “Birchtech”, with a change in its corporate name to “Birchtech Corp.” Beginning with the market open on Thursday, October 17, 2024, the Company’s shares will trade under the Company’s new stock symbol of [BCHT] on the TSX Venture Exchange (TSX-V) in Canada and is expected to trade concurrently under the new name and symbol on the OTCQB in the U.S. The new trading symbol will better represent the new corporate name.
The Company’s shares currently trade on both the TSX-V in Canada and the OTCQB Venture Market operated by the OTC Markets Group Inc. in the United States.
The Company also announces it has received conditional approval to list its shares of common stock on the Toronto Stock Exchange (“TSX”). The listing is subject to the Company fulfilling certain requirements of the TSX in accordance with the terms of its conditional approval letter. The TSX is the largest exchange in Canada and one of the largest in North America. The Company anticipates the graduation to the TSX will increase share liquidity and gain broader accessibility to the global investor market, as the TSX supports greater trading volumes among institutional investors worldwide (compared to the TSX-V).
Richard MacPherson, CEO, states “We are now a multi-faceted Environmental Technology Firm with strong experience and competencies in multiple sectors. Since 2008, ME2C has established legacy success in environmental technologies focused on clean air. In early 2024, we announced the extension of our unique expertise and technology development as we entered the massive water treatment industry in North America. We now have two very solid divisions, ME2C and WE2C, providing significant revenue streams and opportunities, housed under Birchtech. Due to our solid growth and development in two sectors, our past corporate profile, as a single environmental technology owner, no longer matches our strategic vision in the development of new, innovative technologies now focused on clean water. Establishing a robust corporate entity is in alignment with our corporate mission to develop disruptive new environmental technologies. Under Birchtech, this reorganization, utilizing our team’s complementary, unique skillsets and knowledge will continue to produce innovative, industry leading solutions for all markets facing critical environmental concerns in both areas of air and water purification.
“Through Birchtech, we will maintain our stable position and growth providing mercury emissions technologies and expect to realize considerable growth in our new water technologies as we continue to develop new technologies allowing the affordable removal of PFAS (‘forever chemicals’) beginning in late 2024.
“Our long-term Canadian and overseas shareholders will benefit from the larger, more accessible TSX exchange, and the increase in trading activity that a larger, more recognized trading platform should provide. The TSX main board provides a broader reach to potential investors outside of North America. This movement will support our continued progress to move onto a major U.S. exchange in the near future,” concludes MacPherson.
The Company will continue operations of its separate divisions, ME2C Environmental and WE2C Environmental, under the separate division names. Public filings and trading activity will be issued under “Birchtech Corp.”
About Birchtech Corp.
Midwest Energy Emissions Corp. (TSXV:MEEC, OTCQB:MEEC), which has been renamed Birchtech Corp. effective on October 17, 2024, is an environmental technology firm that promotes cleaner water and air with highly effective, affordable, and sustainable business solutions. The Company’s separate operating divisions each offer innovative, efficient technologies addressing critical industry concerns. With over 40 patents, the Company’s ME2C Environmental division has provided patented SEA® sorbent technologies for mercury emissions capture to the coal-fired utility sector since 2008. WE2C Environmental is focused on developing new, disruptive technologies for PFAS/PFOS removal from potable (drinking) water. New and innovative water purification technologies are under development and expected to meet the growing demand for sustainable water solutions worldwide. Learn more at http://www.birchtech.com.
Safe Harbor Statement
With the exception of historical information contained in this press release, content herein may contain "forward-looking statements" that are made pursuant to the Safe Harbor Provisions of the U.S. Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are generally identified by using words such as "anticipate," "believe," "plan," "expect," "intend," "will," and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. Forward-looking statements in this release include statements relating to the change of the Company’s corporate name and stock symbol, the listing of the Company’s shares on the TSX and anticipated impact of such listing and expected developments and growth in the Company’s business. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance or other forward-looking statements contained in this release can be found in the Company’s periodic filings with the Securities and Exchange Commission or Canadian securities regulators.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Media Inquiries:
Sandi Scott
Tunheim
Direct: 651-208-4582
sscott@tunheim.com
Institutional Investor Relations Contact:
Jessica Butt
Adelaide Capital
Direct: 416-844-6202
jessica@adcap.ca
Corporate Shareholder Investor Relations Contact:
Main: 614-505-6115
ir@birchtech.com
ir@me2cenvironmental.com
EXHIBIT 99.2
Birchtech Begins Trading Under New Stock Symbol [BCHT] in the U.S. and Canada,
Special Shareholder Webinar Announced Addressing Corporate Rebrand
CORSICANA, Texas (October 17, 2024, 8:07 a.m. ET) – Birchtech Corp. (TSXV:BCHT, OTCQB:BCHT) (“Birchtech” or the “Company”), a leading environmental technologies firm, today announced the commencement of trading on both the OTCQB in the U.S. and the TSX-V in Canada under its new stock symbol, [BCHT] beginning October 17, 2024. The Company, previously known as Midwest Energy Emissions Corp., will no longer trade under its previous stock symbol, [MEEC].
On Tuesday, October 15, 2024, the Company announced the change in its corporate name from Midwest Energy Emissions Corp. to Birchtech Corp. and new stock symbol [BCHT] to better represent the Company’s corporate mission and diversification. A special webinar for shareholders and others will be held on Tuesday, October 22, 2024, at 11:30 a.m. ET specifically focused on addressing the Company’s strategic vision and reason for the recent rebrand of the corporate entity to Birchtech.
| Who: | Richard MacPherson, Chief Executive Officer, Birchtech |
| | Dennis Baranik, National Director of Sales, Birchtech |
| | Dr. David Mazyck, WE2C Environmental Division Director |
| | |
| What: | Birchtech invites its shareholders and the investor market to a special webinar discussing the strategic vision behind the new Birchtech corporate name. Company leaders will provide an overview of how the rebrand aligns with the Company’s long-term vision and growth strategies, along with its potential impact on shareholder value. |
| | |
| When: | Tuesday, October 22, 2024, 11:30 a.m. ET |
| | |
| Why: | This webinar will offer shareholders an exclusive look at the Company’s new brand, Birchtech, which is applying its legacy industry and R&D expertise from technologies in clean air to developing affordably, highly effective and sustainable solutions for clean water. Birchtech is poised to capitalize on market trends as an industry leading end-to-end provider in PFAS clean water technology solutions. |
| | |
| Where: | The webinar will be held via live webcast. |
| | · | Participant Listening: Zoom Audio (Or: 1-877-407-0779 or 1-201-389-0914) |
| | · | Zoom Registration Link: https://incommconferencing.zoom.us/webinar/register/WN_Pcp-69dNTU2jl-lJojFy4g |
| | · | Replay: The replay will be accessible from the Birchtech Investor website at www.ir.birchtech.com and can also be viewed through the webinar webcast link below for 30 days following the webinar from approximately 12:00 PM ET on October 23, 2024, through December 31, 2024. |
| | · | Replay Link: https://viavid.webcasts.com/starthere.jsp?ei=1692616&tp_key=7fb262423d |
# # #
About Birchtech Corp.
Birchtech Corp. (TSXV:BCHT, OTCQB:BCHT), formerly Midwest Energy Emissions Corp. (TSXV:MEEC, OTCQB:MEEC), is an environmental technology firm that promotes cleaner water and air with highly effective, affordable, and sustainable business solutions. Birchtech’s separate operating divisions each offer innovative, efficient technologies addressing critical industry concerns. With over 40 patents, the Company’s ME2C Environmental division has provided patented SEA® sorbent technologies for mercury emissions capture to the coal-fired utility sector since 2008. WE2C Environmental is focused on developing new, disruptive technologies for PFAS/PFOS removal from potable (drinking) water. New and innovative water purification technologies are under development and expected to meet the growing demand for sustainable water solutions worldwide. Learn more at http://www.birchtech.com.
Safe Harbor Statement
With the exception of historical information contained in this press release, content herein may contain "forward-looking statements" that are made pursuant to the Safe Harbor Provisions of the U.S. Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are generally identified by using words such as "anticipate," "believe," "plan," "expect," "intend," "will," and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. Forward-looking statements in this release include statements relating to the change of the corporate name and stock symbol, and expected developments and growth in Birchtech’s business. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. Birchtech does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance or other forward-looking statements contained in this release can be found in Birchtech’s periodic filings with the Securities and Exchange Commission or Canadian securities regulators.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Media Inquiries:
Sandi Scott
Tunheim
Direct: 651-208-4582
sscott@tunheim.com
Investor Relations:
ir@birchtech.com
ir@me2cenvironmental.com
