BioHiTech Global, Inc.
(the “Registrant”) is furnishing this Current Report on Form 8-K to indicate it intends to rely on the Order of the
Securities and Exchange Commission of March 4, 2020 (Release No. 34-88318) (the “Order”), which allows for the delay
of certain filings required under the Securities and Exchange Act of 1934, as amended. The Order provides that a registrant subject
to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect
to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections
13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the
filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable.
The Registrant is relying
on the Order in connection with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, as a result
of the circumstances set forth below. The Registrant’s operations and business have experienced disruption due to the unprecedented
conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world. Due to the timing of initial
and evolving governmental orders and guidelines impacting the Registrant’s financial operations in New York, West Virginia
and London, UK, as well as other contributors to the process of financial statement preparation in eight other U.S. states, relating
to social distancing, stay in place orders, travel and other restrictions on business, necessary and immediate access of personnel,
records and information have been adversely effected and has caused a delay in the completion of the Registrants audited financial
statements for the year ended December 31, 2019 to be included in the Registrants Annual Report on Form 10-K.
Accordingly, in reliance
upon the Order, the Registrant expects to file its Annual Report on Form 10-K no later than 45 days after the due date of filing
of March 30, 2020, unless the COVID-19 circumstances do not change and cause a further delay, in which case we will file for an
extension and amendment to this Current Report on form 8-K.
Pursuant to the Order, following are the
Risk Factors disclosing the impact of COVID-19 onto the Registrant’s business and operations:
Risks Related to the COVID-19 Pandemic
The recent
COVID-19 pandemic may adversely affect our business, results of operations, financial condition, liquidity, and cash flow.
While
the complete impact on our business from the recent outbreak of the COVID-19 coronavirus is unknown at this time and difficult
to predict, various aspects of our business are being adversely affected by it and may continue to be adversely affected.
As
of the date hereof, COVID-19 has been declared a pandemic by the World Health Organization, has been declared a National Emergency
by the United States Government and has resulted in several states being designated disaster zones. COVID-19 coronavirus caused
significant volatility in global markets, including the market price of our securities. The spread of COVID-19 coronavirus has
caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating
in large numbers. In addition, certain states and municipalities have enacted, and additional cities are considering, quarantining
and “shelter-in-place” regulations which severely limit the ability of people to move and travel, and require non-essential
businesses and organizations to close.
Thus
far, these restrictions have adversely affected our business, results of operations and financial condition. It is unclear how
such restrictions, should they continue for an extended period, which will contribute to a general slowdown in the global economy,
will affect our business, results of operations, financial condition and our future strategic plans.
The
digester line of our business has historically been marketed to large organizations such as food distributors, convention centers,
hotels, restaurants, stadiums, municipalities and academic institutions. To date, the demand for our digesters has decreased and
the ability of our customers to make payment for the digesters they currently lease has been negatively impacted. It is unclear
how a prolonged outbreak with travel, commercial and other similar restrictions, may adversely affect our business operations and
the business operations of our customers and suppliers. However, we anticipate a prolonged period will have a negative effect on
our business operations.
Recent
shelter-in-place and essential-only travel regulations have negatively impacted many of our customers. In addition, while our digesters
are manufactured in the United States, we still could experience significant supply chain disruptions due to interruptions in operations
at any or all of our suppliers’ facilities. If we experience significant delays in receiving our products, we will experience
delays in fulfilling orders and ultimately receiving payment, which could result in loss of sales and a loss of customers, and
adversely impact our financial condition and results of operations.
The
HEBioT line of our business is classified as a public service in the state in which it is located and is expected to remain operating
regardless of restrictions that may be imposed on other businesses in its area. The facility relies upon other entities to pick
up and deliver municipal solid waste, which are also classified as public service entities, and is reliant upon customers in the
cement kiln industry to purchase its solid recovered fuel. The inability to receive MSW or sell it to its customers would adversely
impact our financial condition and results of operations.
Risks Related to Securities Markets
and Investments in Our Securities
General securities market uncertainties resulting from
the COVID-19 pandemic.
Since the outset of
the pandemic the US and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the
pandemic and the resulting reactions and outcomes of government, business and the general population. These uncertainties have
resulted in declines in all market sectors, increases in volumes due to flight to safety and governmental actions to support the
markets. As a result, until the pandemic has stabilized, the markets may not be available to the Registrant for purposes of raising
required capital. Should we not be able to obtain financing when required, in the amounts necessary to execute on our plans in
full, or on terms which are economically feasible we may be unable to sustain the necessary capital to pursue our strategic plan
and may have to reduce the planned future growth and scope of our operations.