Current Report Filing (8-k)
July 06 2020 - 4:45PM
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):
June 30, 2020
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 1.01. Entry into a Material Definitive Agreement.
On February 2, 2018
the Registrant’s subsidiary, BHT Financial, LLC (“BHTF”) entered into a Credit Agreement (the “Credit Agreement”)
and a Master Revolving Note (the “Initial Note”) with Comerica Bank that provided for a facility of up to $1,000,000,
which was subsequently increased to $1,500,000, secured by the assets of BHTF. The Initial Note carried interest at the rate of
3%, plus either the Comerica prime rate or a LIBOR-based rate. Further, the Registrant’s Chief Executive Officer, Frank E.
Celli and James C Chambers, a director, guaranteed BHTF’s obligations to Comerica. The Initial Note originally matured on
January 1, 2020, which was later extended.
On June 30, 2020,
BHTF entered into Amendment No. 2 to Credit Agreement (the “Amendment”) and a Master Revolving Note (the “Note”)
in the amount of $1,500,000 with Comerica Bank which amends and restates the Initial Note and is secured by the assets of BHTF.
The Note continues to carry interest at the rate of 3%, plus a LIBOR-based rate (with a floor of 1%), is due on demand and is guaranteed
by the Registrant’s Chief Executive Officer, Frank E. Celli and James C Chambers, a director.
The foregoing description
of the terms and conditions of the Amendment and the Note is only a summary and is qualified in its entirety by the full text of
the Amendment and the Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K,
and which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation.
The information required to be disclosed
in this Item 2.03 is incorporated herein by reference from Item 1.01.
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: July 6, 2020
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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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