BIOHITECH GLOBAL, INC. (OTCMKTS:BHTG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported in its Current Report filed on December 18, 2018 on Form 8-K that, on December 14, 2018, BioHiTech Global, Inc. (the “Registrant”) disclosed that it had acquired additional interests in Entsorga West Virginia, LLC, a West Virginia limited liability company (“EWV”) in consideration for 714,519 newly issued shares of preferred stock. Prior to the aforementioned transaction the Registrant held a 17.2% interest in EWV, subsequent to the transaction, the Registrant held a 44.1% interest in EWV. EWV is an entity focused on the construction and operation of a specialized facility which, utilizing patented and proprietary technology (the “Technology”), is designed to convert municipal solid waste into an U.S. Environmental Protection Agency recognized non-waste fuel product. The EWV facility is the first such facility in the United States and has not yet commenced operations.
Also on December 14, 2018, the Registrant entered into and consummated a Contribution and Transaction Agreement (the “CTA”), whereby a newly formed entity, Refuel America, LLC (“Refuel”), which had no assets or liabilities became a consolidated subsidiary of the Registrant. The Registrant, which manages Refuel, then transferred its 44.1% interest EWV and its interests in two other subsidiaries related to the Technology into Refuel. In addition to the consolidated assets contributed by Registrant, $3,500,000 in cash and an additional 34.1% interest in EWV was contributed in exchange for a 40% interest in Refuel by Gold Medal Group, LLC, an entity that the Registrant had a 3.0% non-controlling interest in prior to the Agreement. Subsequent to the consummation of the Agreement the Registrant’s non-controlling interest in Gold Medal Group, LLC was diluted to 2.9% and its ownership interest in Refuel was 60%. Refuel holds a 78.2% controlling interest in EWV, which will be consolidated by the Registrant.
The foregoing description of the terms and conditions of the CTA is only a summary and is qualified in its entirety by the full text of the CTA. For an understanding of its terms and provisions, reference should be made to the CTA, incorporated by reference to this Current Report on Form 8-K as Exhibit 99.4, which is incorporated herein by reference.
On December 19, 2018, the Registrant issued a press release announcing the aforementioned agreement. A copy of the press release is attached as Exhibit 99.5 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (1) | Incorporated by reference to 99.1 from the Company’s Form 8-K/A filed on February 27, 2019. |
| (2) | Incorporated by reference to 99.2 from the Company’s Form 8-K/A filed on February 27, 2019. |
| (3) | Incorporated by reference to 99.3 from the Company’s Form 8-K/A filed on February 27, 2019. |
| (4) | Incorporated by reference to Exhibit 99.4 from the Company’s Form 8-K filed on December 20, 2018. |
| (5) | Incorporated by reference to Exhibit 99.5 from the Company’s Form 8-K filed on December 20, 2018. |
| (6) | Filed herewith. |
BIOHITECH GLOBAL, INC. Exhibit
EX-99.6 2 tv515168_ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 BIOHITECH GLOBAL,…
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About BIOHITECH GLOBAL, INC. (OTCMKTS:BHTG)
BioHiTech Global, Inc. provides an environmentally friendly solution for food waste disposal. The Company, through its subsidiaries, BioHiTech America, LLC and BioHiTech Europe Limited, offers its customers various technologies integrating technological, biological and mechanical engineering solutions for the control, reduction and/or reuse of organic waste. It has a distribution license to sell, lease, use, distribute and manufacture the Eco-Safe Digester product. The Eco-Safe Digester is a data-driven, network-based mechanical/biological technology, which transforms food waste into nutrient-neutral water that can be disposed of via conventional sanitary sewer systems. The Eco-Safe Digester may be used by businesses in food service, hospitality, healthcare, government, conference centers, education centers or stadiums. Its Internet enabled system, the BioHiTech Cloud, streams data from the digesters, collects information from system users and integrates business application data.