BIOHITECH GLOBAL, INC. (OTCMKTS:BHTG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On September 9, 2019, BioHiTech Global, Inc. (the “Company”) consummated the registered direct offering (the “Offering”) of 1,877,666 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the purchase price of $1.80 per share. On September 6, 2018, the Company had filed a Current Report of Form 8-K wherein it initially disclosed that it had entered into a number of Securities Purchase Agreements (the “Purchase Agreement”) for the sale of 1,750,000 shares Common Stock at the purchase price of $1.80 per share. Subsequent to that filing, the Company received subscriptions for an additional 127,666 shares of Common Stock
The offer and sale of the Securities in the registered direct offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-225999), which became effective on July 11, 2018. to Rule 424(b) under the Securities Act, the Company has filed a preliminary prospectus supplement and a final prospectus supplement in connection with the Offering.
As previously reported, the Company engaged Spartan Capital Securities, LLC (the “Placement Agent”), to act as its placement agent. The Company paid the Placement Agent (i) a cash placement fee of $195,461; and (ii) warrants (the “Placement Agent Warrants”) to purchase 56,330 shares of Common Stock at an exercise price of $2.25 per share. The Placement Agent Warrants shall not be exercisable or transferable for six months from the date of issuance, and further, the number of Shares underlying the Compensation Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
The foregoing is only a summary of the material terms of the documents related to the Offering. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description of the agreement with the Placement Agent is qualified in its entirety by reference to the Placement Agent Agreement dated September 5, 2019 (the “Placement Agent Agreement”) with the Placement Agent which is filed as Exhibit 10.2 to this Current Report on Form 8-K which is incorporated herein by reference. The foregoing description of the Placement Agent Warrants is qualified in its entirety by reference to the Common Stock Purchase Warrant, a form of which is filed as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by reference.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance of the Placement Agent Warrants by the Company and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants is exempt from registration to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
(d) Exhibits
| 10.1(1) | Form of Securities Purchase Agreement dated September 5, 2019 between BioHiTech Global, Inc. and certain purchasers (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 6, 2019 and incorporated herein by reference). |
| 10.2(2) | Placement Agent Agreement dated September 5, 2019 by and between BioHiTech Global, Inc. and Spartan Capital Securities, LLC (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 6, 2019 and incorporated herein by reference). |
| 10.3 | Form of Placement Agent Warrant (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 6, 2019 and incorporated herein by reference). |
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.