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 30, 2020

BIOHITECH GLOBAL, INC.

  (Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act: 

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 2.02. Results of Operations and Financial Condition.

On June 30, 2020, the Registrant issued a press release announcing its results for the three months ended March 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. 

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. 

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

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.

Exhibit 99.1

BioHiTech Global Reports First Quarter 2020 Financial Results

Q1 2020 revenues increase by 84.3% to $1.4 million compared to $738,000 in Q1 2019

CHESTNUT RIDGE, NY – June 30, 2020 – BioHiTech Global, Inc. (“BioHiTech” or the “Company”) (NASDAQ: BHTG), a technology and services company that provides cost-effective and sustainable waste management solutions, reported financial results for the first quarter 2020 ended March 31, 2020.

Company Highlights

Received a Purchase Contract for Its Revolution Series Digesters from Carnival Corp with a Potential Value of up to $14 Million – After an extensive evaluation conducted in 2019, the Company received a purchase contract from Carnival Corporation in January 2020 whereby Carnival can potentially acquire several hundred Revolution Series Digesters along with the Company’s patented data analytics platform for its fleet of ships. The digesters will help Carnival meet its sustainability goals while the data analytics platform will provide real-time supply chain transparency to help in Carnival's food waste reduction efforts. While the COVID-19 pandemic has delayed the deployment plan in the first half of 2020, the Company anticipates beginning delivery of its digesters in the second half of 2020 as restrictions on travel are eased.

Raised $1.5 Million in Equity Capital to Further the Growth of Its Environmentally Friendly Technology Solutions – In February and March of 2020, the Company sold $1.5 million in an offering of units consisting of newly issued shares of the Company’s Series F Preferred shares convertible into shares of Common Stock at a fixed conversion price of $2.10 per share and 178,597 warrants to purchase Common Stock at $2.30 per share.   The proceeds from the two transactions are being utilized to support the growth of the Company's proprietary technology solutions.

Appointed Former Walmart Executive Tony Fuller to the Position of Chief Administrative Officer – Mr. Fuller's distinguished service at Walmart spanned over three decades, culminating with his role as Senior Vice President.  During that tenure, he served as one of the twelve executives on Walmart's Global Sustainability Steering Committee, providing direction for all of the company's sustainability efforts. For over 20 years he led the teams which provided both property management and maintenance for Walmart's global portfolio. Mr. Fuller served as the chairman of the transaction committee as well as the real estate finance committee and was involved in the development of over 100 distribution centers ranging in size from 250,000 to 4 million square feet. He also managed a team responsible for disbursing more than $2 billion per year for items as diverse as supplies and structural steel. He is currently a member of the Board of Advisors of Global Healthcare Capital, a leading healthcare investor and asset manager. 

Teamed Up with Crestmark and US Equity Funding to Offer Customers Equipment Lease Financing for its Revolution Series Digesters – The Company entered into a financing arrangement to utilize lease financing through Crestmark, a leading business to business lender, and US Equity Funding, a full service commercial financing firm, in place of the Company's traditional rental agreements for new Revolution Series Digester customer contract applications that receive business credit approval from either leasing company. The new financing program is expected to significantly improve cash flow by enabling BioHiTech to monetize approved contracts upfront.

Subsequent to the End of Q1, The Company Entered Into an Agreement to Distribute Altapure High-Level Disinfectant Technology That Can Effectively Kill Bacteria, Fungus, C.Difficile Spores, and Viruses Such as Coronavirus 2 (SARS-CoV-2) – The Company entered into an agreement with Altapure, LLC ("Altapure"), a technology developer and manufacturer of ultrasonic based disinfecting products, to distribute its patented line of environmentally-friendly, high-level disinfecting products. Altapure's newest product, the AP-4™, was launched in 2017, and is an enhanced, automated and touchless high-level disinfection sub-micron aerosol system providing a safe process and rapid kill of spores, viruses, and vegetative bacteria, such as but not limited to: COVID-19, Acinetobacter baumannii, Pseudomonas aeruginosa, VRE, MRSA, Bacillus atrophaeus, Geobacillus stearothermophilus, Polio virus, C. auris and Clostridium difficile (C. difficile). 

“Despite the challenges arising from the COVID-19 pandemic, we made significant progress in positioning BioHiTech for future success," stated Frank E. Celli, CEO of BioHiTech Global. "We believe our contract with Carnival Corporation has validated our Revolution Series Digesters as the industry leading technology solution for environmentally responsible on-site food waste disposal. Additionally, the lease financing arrangement with Crestmark and USA Funding will enable us to monetize lease contracts immediately and provide greater leverage for us to grow this business in the future as conditions normalize for our customers affected by the pandemic. We continue to see signs of increasing business activity as customers are beginning to reopen in certain parts of the country and others plan for a return to business in the coming months. Our HEBioT business also made progress during the quarter as revenue at our Martinsburg facility rebounded by over 100% sequentially from the fourth quarter of 2019 and we continued to advance the permit application processes in other areas. In addition, we have received numerous inquiries from various municipalities interested in deploying the technology.”

Mr. Celli continued, “We are excited about our new distribution partnership with Altapure and the marketing progress we have made just a month into that relationship. We have already conducted live demonstrations of the AP4’s capabilities in achieving high level disinfection to potential customers in the healthcare, government and education markets and expect to conduct additional demonstrations in the coming weeks. We are very pleased with the initial feedback we have received from those demonstrations, and while we are still early in the sales process, we are excited about the potential opportunities ahead of us and look forward to expanding this business.”

Financial Highlights for Q1 2020

Revenues: Total revenue in the first quarter of 2020 was $1.4 million, an increase of 84.3% compared to revenue from $738,000 in the first quarter of 2019. The increase in revenue was due to revenue from the Martinsburg HEBioT facility which had not yet commenced operations in the first quarter of 2019, and an increase in digester equipment sales, which is the result of a strategic focus on sales as compared to rentals. While rental revenue increased by $44,590 or 13.1% to $386,254 in the first quarter of 2020, as compared to $341,664 in the first quarter of 2019 as a result of an increase in the number of rental units, service and maintenance revenue decreased by $61,198 or 41.9% to $84,838 in the first quarter of 2020 due to the improved reliability of the newer Revolution Series of digesters. This resulted in a slight decline in overall rental, service and maintenance revenue. Revenue from management advisory fees declined by 70% to $75,000 as the Company reduced the level of support provided under its advisory agreement in order to focus its resources on the Company’s core technology services.

Operating Expenses: Operating expenses in the first quarter of 2020 increased by $1,094,287 or 41.2% to $3,753,291 mainly due to $812,427 in new HEBioT facility costs, excluding depreciation, as well as increased costs associated with digester equipment sales, and the Company scaling its core infrastructure in anticipation of executing on its contract with Carnival Corporation prior to the onset of COVID-19. Contribution margins for digester equipment sales and rental service and maintenance in the first quarter of 2020 were 54.7% and 44.6%, respectively. The increases in operating expenses were partially offset by a decrease in selling, general and administrative expenses primarily due to a first quarter 2019 write-off of a HEBioT site that was discontinued in favor of a larger more suitable site.

Loss from Operations: The Company recorded an operating loss of $(2,393,950) in the first quarter of 2020 compared to an operating loss of $(1,921,303) in the first quarter of 2019. The Company recorded a net loss attributable to parent of $(2,571,297) in the first quarter of 2020 compared to ($1,949,466) in the first quarter of 2019. Net loss per share in the first quarter of 2020 was $(0.16) on 17.4 million weighted average shares outstanding compared to a net loss of $(0.14) per share on 14.8 million weighted average shares outstanding.

Select Balance Sheet Items: The Company had unrestricted cash of $1,934,846 with shareholder equity of $5.8 million as of March 31, 2020 compared to unrestricted cash of $1,847,526 and shareholder equity of $7.4 million as of December 31, 2019

“As we navigate through the COVID-19 pandemic we continue to focus on increasing revenue while managing expenses,” said Brian C. Essman, CFO of BioHiTech Global. “Contribution margins from our digester business remained strong in the first quarter, and while staffing expenses increased prior to the pandemic, we have taken subsequent measures to manage cash going forward including reducing executive cash compensation and temporarily reducing head count. We remain optimistic regarding business activity in our digester business, our progress in Martinsburg, and the initial activity for our Altapure distribution business. We believe we remain well positioned to capitalize on delivering cost-effective environmentally responsible solutions to our customer’s needs which in turn will deliver long term value for our stockholders.”

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. 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.

Richard Galterio

Executive Vice President

Direct: 845.367.0603

ir@biohitech.com

www.biohitech.com

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

BioHiTech Global, Inc. and Subsidiaries 

Condensed Consolidated Balance Sheets

Continued on following page.

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets, continued:

BioHiTech Global, Inc. and Subsidiaries 

Condensed Consolidated Statements of Cash Flows (Unaudited)