Current Report Filing (8-k)
May 18 2021 - 2:30PM
Edgar (US Regulatory)
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):
May 17, 2021
BIOHITECH GLOBAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
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:
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 7.01. Regulation FD Disclosure.
During the BioHiTech Global’s
First Quarter 2021 Financial Results and Corporate Update conference call held on May 17, 2021 a reference was made to the level of orders
of digesters received from Carnival Corporation which was not public information. A copy of the press release dated May 18, 2021 released
by BioHiTech Global, Inc. (the “Registrant”) announcing the orders is attached to this Current Report on Form 8-K as Exhibit
99.1 and is incorporated by reference herein. Additionally, the Registrant has posted the press release in the Investor Presentations
section of its Investor website at http://investors.biohitechglobal.com/news-releases. Information
obtained or linked to the foregoing website shall not be deemed to be included in this Current Report on Form 8-K.
The furnishing of the attached
press release is not an admission as to the materiality of any information therein. The information contained in the press release is
summary information that is intended to be considered in the context of more complete information included in the Registrant’s filings
with the U.S. Securities and Exchange Commission (the “Commission” ) and other public announcements that the Registrant has
made and may make from time to time by press release or otherwise. The Registrant undertakes no duty or obligation to update or revise
the information contained in this Current Report on Form 8-K except to the extent required by applicable law, although the Registrant
may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports
or documents with the Commission, through press releases or through other public disclosures. This information should be read in
conjunction with the risk factors and other information contained in the Registrant’s filings with the Commission.
The information in this Current
Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this
Current Report shall not be incorporated by reference into any filing with the SEC made by the Registrant, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
This
Form 8-K and the Exhibit 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 Registrant’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. 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 Commission. There may be
other factors not mentioned above or included in the BioHiTech's Commission 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 8.01. Other Events.
On May 18, 2021 the Registrant released a press
release announcing the Carnival Corporation orders that is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
by reference herein.
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.
Date: May 18, 2021
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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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