UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
     
    SEC FILE NUMBER
    001-36843
  FORM 12b-25  
    CUSIP NUMBER
  NOTIFICATION OF LATE FILING 09074B107

 

 

(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR

 

For Period Ended: December 31, 2019

  

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

 

For the Transition Period Ended: ________________________

 

Read Instruction (or back page) before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission

has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

 

  

PART I -- REGISTRANT INFORMATION

  

BIOHITECH GLOBAL, INC. 

 

Full Name of Registrant

 

 

 

Former Name if Applicable

 

80 Red Schoolhouse Road, Suite 101

 

Address of Principal Executive Office ( Street and Number )

 

Chestnut Ridge, New York 10977

 

City, State and Zip Code

 

 

 

 

 

 

 

PART II -- RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

 

x

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

  

PART III -- NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

 

The Registrant could not complete the filing of its Annual Report on Form 10-K for the year ended December 31, 2019, within the prescribed time period due to its difficulty in obtaining required documentation required for the Form 10-K, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Annual Report on Form 10-K no later than the fifteenth calendar day following the prescribed due date. 

 

PART IV -- OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Brian C. Essman   (845)   330-2522
(Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ¨ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes ¨ No

 

The consolidated results of operations for the year ended December 31, 2019 include the results of Entsorga West Virginia, LLC, (“EWV”) which the Company acquired a controlling interest in during the fourth quarter of 2018. The following provides the unaudited consolidated revenue and net loss attributable to Parent for the year ended December 31, 2019 and 2018:

 

    Year Ended
 December 31,
 
    2019     2018  
Revenue   $ 4,219,448     $ 3,359,324  
Loss from operations     (7,535,214 )     (5,137,427 )
Net loss     (10,280,061 )     (14,747,220 )
Net loss attributable to Parent     (7,622,948 )     (14,670,330 )

 

Revenue for the year increased by $860,124 due to an increase of revenue from EWV of $1,111,071 realized during its commissioning and ramp up, an increase in digester related rental, service and maintenance fees of $145,162 offset by a decrease in revenue from digester equipment sales of $360,957 and a decrease in management advisory and other fees of $35,152. Loss from operations increased by $2,397,787 due to an increase in loss from operations of EWC of $3,088,474 during its commissioning and ramp up, offset by a net reduction in loss from operations from the remaining business units of $690,687. Net loss decreased by $4,467,159 due to the increase in loss from operations of $2,397,787, an increase in net interest expense of EWV of $2,050,961, offset by a decrease in net interest expense of the remaining business units of $1,326,393, a decrease in expense incurred in warrant valuation and conversions of $6,424,970, a decrease in equity loss in affiliate of $601,927 and a gain on sale of affiliate investment of $562,617. Net loss attributable to parent decreased by $7,201,162 due to a decrease in net loss of $4,467,159 and an increase in the net loss attributable to non-controlling interests of 2,734,003.

   

 

 

 

BIOHITECH GLOBAL, INC.
(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: March 30, 2020   By: /s/ Brian C. Essman
       

Brian C. Essman

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

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