Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 30 2020 - 4:46PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC FILE NUMBER
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001-36843
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FORM 12b-25
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CUSIP NUMBER
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NOTIFICATION OF LATE FILING
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09074B107
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(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
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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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.
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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)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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x
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(b)
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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
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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
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(1)
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Name and telephone number of person to contact in regard
to this notification
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Brian C. Essman
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(845)
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330-2522
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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
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(3)
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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
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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:
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Year Ended
December 31,
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2019
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2018
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Revenue
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$
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4,219,448
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$
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3,359,324
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Loss from operations
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(7,535,214
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)
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(5,137,427
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Net loss
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(10,280,061
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)
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(14,747,220
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Net loss attributable to Parent
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(7,622,948
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)
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(14,670,330
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)
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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.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
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March 30, 2020
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By:
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/s/ Brian C. Essman
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Brian C. Essman
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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