BHTG BioHiTech Global Inc

On September 5, 2019, BioHiTech Global, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), for a registered direct offering (the “Offering”) of 1,750,000 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, for gross proceeds of approximately $3,150,000. The closing of the Offering is expected to occur on September 9, 2019.

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”), pursuant to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-225999), which became effective on July 11, 2018. Pursuant to Rule 424(b) under the Securities Act, the Company has filed a prospectus supplement in connection with such offering.

In connection with the Offering, the Company engaged Spartan Capital Securities, LLC (the “Placement Agent”), to act as its placement agent. The Company agreed to pay the Placement Agent, in addition to out-of-pocket expenses, up to a maximum of $100,000, (i) a cash placement fee equal to 7% of the aggregate purchase price for the securities sold in the registered offering by Purchasers introduced to the Company by the Placement Agent, (ii) a cash fee equal to 3.5% of the gross proceeds received by the Company from the sale of Common Stock to investors introduced to the Placement Agent by the Company; and (iii) a number of warrants (the “Placement Agent Warrants”) to purchase shares of Common Stock equal to 3.0% of the gross proceeds in the registered offering, at an exercise price of $2.25, or 125% of the public offering price per share in the registered offering. 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.