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(i)
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Extension of December 31, 2019 Form 10-K Filing
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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
25, 2020 (Release No. 34-88465) (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 Registrant’s 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 May 22, 2020, unless the COVID-19 circumstances
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 on the Registrant’s business and operations:
Risks Related to Pandemics
The recent
COVID-19 coronavirus pandemic (“COVID-19”) may adversely affect our business, results of operations, financial condition,
liquidity, and cash flow.
While
the impact on our business from the recent outbreak of COVID-19 is unknown at this time and difficult to predict, various aspects
of our business could be adversely affected by it.
As
of the date of this Annual Report, 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 all states being designated disaster zones. COVID-19 has
caused significant volatility in global markets, including the market price of our securities. The spread of COVID-19 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.
It
is unclear how such restrictions, 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. 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;
a disruption for 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
COVID-19.
Since the outset of
COVID-19 the US and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of COVID-19
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 COVID-19 has stabilized, the markets may not be available to the Company 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.
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(ii)
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Extension of March 31, 2020 Form 10-Q Filing
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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. 34-88465) (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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, 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 Registrant’s
unaudited financial statements for the quarter ended March 31, 2020 to be included in the Registrants Quarterly Report on Form
10-Q.
Accordingly, in reliance
upon the Order, the Registrant expects to file its Quarterly Report on Form 10-Q no later than 45 days after the due date of filing
of May 15, 2020, unless the COVID-19 circumstances 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, the Risk Factors
disclosing the impact of COVID-19 on the Registrant’s business and operations, above in item 8.01(i) are incorporated herewith.
Cautionary Language Regarding Forward-Looking Statements
Statements in this
document contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, as amended. These statements, are based on many assumptions and estimates and are not
guarantees of future performance. These statements may involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of BioHiTech Global, Inc. to be materially different from future results,
performance or achievements expressed or implied by such forward-looking statements. BioHiTech Global, Inc. assumes no obligation
to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ
materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors,
including, without limitation those set forth as "Risk Factors" in our filings with the Securities and Exchange Commission
("SEC"). There may be other factors not mentioned above or included in the BioHiTech's SEC filings that may cause actual
results to differ materially from those projected in any forward-looking statement. BioHiTech Global, Inc. assumes no obligation
to update any forward-looking statements as a result of new information, future events or developments, except as required by securities
laws.