BioHiTech Global, Inc. is offering 4,550,000
shares of common stock, par value $0.0001 per share (the “Common Stock”) at a price of $1.81 per share (the “Offering”).
We will receive gross proceeds of $8,235,500 from this offering.
The Common Stock trades on the NASDAQ Capital
Market under the symbol “BHTG.” On July 28, 2020, the last reported sale price of our Common Stock on the NASDAQ Capital
Market was $1.77 per share. You are urged to obtain current market quotations of the Common Stock.
The aggregate market value of our outstanding Common Stock held
by non-affiliates is approximately $29.0 million, which was calculated based on 14,128,890 shares of outstanding Common Stock that
were held by non-affiliates as of July 24, 2020, and a price per share of $2.05, the average of the bid and asked prices of our
Common Stock on the NASDAQ Capital Market on July 24, 2020. Pursuant to General Instruction I.B.6 of Form S-3, in no event will
we sell securities pursuant to the registration statement (of which this prospectus supplement forms a part) with a value more
than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the
aggregate market value of our common stock held by non-affiliates is less than $75.0 million. During the prior 12 calendar month
period that ends on, and includes, the date of this prospectus supplement, we sold an aggregate of $3,379,799 of our securities
pursuant to General Instruction I.B.6 of Form S-3.
(1) In addition to the underwriting discount, we have agreed
to issue to the underwriters as a portion of the underwriting compensation warrants to purchase shares of common stock and to reimburse
the underwriters for certain expenses. See “Underwriting” for additional information regarding underwriting compensation.
We have granted a 45-day option to the representative of the
underwriters to purchase up to an additional 682,500 shares of common stock solely to cover over-allotments, if any.
The underwriters expect to deliver the shares to purchasers
on or about July 29, 2020.
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the Securities and Exchange
Commission, or the SEC, using a “shelf” registration process. This document is in two parts. The first part is this
prospectus supplement, which describes the terms of this offering and also adds to and updates information contained in the accompanying
prospectus and the documents incorporated by reference into the accompanying prospectus. The second part is the accompanying prospectus
dated June 29, 2018, which gives more general information about the shares of our Common Stock and other securities we may
offer from time to time under our shelf registration statement, some of which may not apply to the securities offered by this prospectus
supplement. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus
supplement, and the information incorporated herein by reference, may add, update or change information in the accompanying prospectus.
You should read the entire prospectus supplement as well as the accompanying prospectus and the documents incorporated by reference
herein that are described under the headings “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference.” To the extent there is a conflict between the information contained in this prospectus supplement,
on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference therein,
on the other hand, the information in this prospectus supplement shall control.
We further note that
the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs. You should rely only on the information contained in or incorporated by reference into this prospectus supplement,
the accompanying prospectus and any free writing prospectus we may provide to you in connection with this offering. Neither we,
nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it.
You should rely only
on the information contained in this prospectus supplement, the accompanying prospectus and information incorporated by reference
herein and therein. We have not authorized anyone else to provide you with different information. You should not assume that the
information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the
front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date.
You should not consider this prospectus supplement or the accompanying prospectus to be an offer or solicitation relating to the
securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore,
you should not consider this prospectus supplement or the accompanying prospectus to be an offer or solicitation relating to the
securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such
an offer or solicitation.
This prospectus supplement
is part of a registration statement, and the amendments thereto, that we have filed with the Securities and Exchange Commission
(Registration File No. 333-225999) utilizing a “shelf” registration process. Under this shelf registration process,
we are offering to sell shares of Common Stock using this prospectus supplement and the accompanying prospectus. In this prospectus
supplement, we provide you with specific information about the securities that we are selling in this offering. Both this prospectus
supplement and the accompanying prospectus include important information about us, our securities being offered and other information
you should know before investing. This prospectus supplement also adds, updates and changes information contained in the accompanying
prospectus. You should read this prospectus supplement and the accompanying prospectus as well as additional information described
under “Incorporation of Certain Documents by Reference” on page S-26 of this prospectus supplement before investing
in our securities.
This prospectus supplement
contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual
documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus supplement is a part, and you may obtain copies of those documents as described below under
the heading “Where You Can Find More Information.”
Unless the context
requires otherwise, in this prospectus supplement and the accompanying prospectus the terms “BioHiTech,” “we,”
“us” and “our” refer to BioHiTech Global, Inc., a Delaware corporation.
Prospective investors
may rely only on the information contained in this prospectus supplement. We have not authorized anyone to provide prospective
investors with different or additional information. This prospectus supplement is not an offer to sell nor is it seeking an offer
to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus
supplement is correct only as of the date of this prospectus supplement, regardless of the time of the delivery of this prospectus
supplement or any sale of these securities.
FORWARD-LOOKING INFORMATION
We caution you that
certain statements contained in this prospectus supplement that are not related to historical results are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are predictive, that
depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “estimates,” “hopes,” or similar expressions
constitute forward-looking statements. They also include statements regarding:
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our future growth and profitability;
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our competitive strengths; and
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our business strategy and the trends we anticipate in the industries and economies in which we operate.
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These forward-looking
statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions. These statements
are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our
control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the
forward-looking statements. Important factors that could cause actual results to differ materially from those in forward-looking
statements include:
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economic downturns, reduced capital expenditures, consolidation and technological and regulatory changes in our industry;
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the highly competitive nature of our industry;
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our ability to attract and retain qualified managers and skilled employees;
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the outcome of our plans for future operations and growth; and
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the other factors referenced in this prospectus supplement, including, without limitation, under “Risk Factors.”
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We believe these forward-looking
statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current
expectations. Furthermore, forward-looking statements speak only as of the date they are made. If any of these risks or uncertainties
materialize, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results
that we express in or imply by any of our forward-looking statements. These and other risks are detailed in this prospectus supplement,
in the accompanying prospectus, in the documents that we incorporate by reference into this prospectus supplement and the accompanying
prospectus and in other documents that we file with the Securities and Exchange Commission (the “SEC”). We do not undertake
any obligation to publicly update or revise these forward-looking statements after the date of this prospectus supplement to reflect
future events or circumstances. We qualify any and all of our forward-looking statements by these cautionary factors.
SUMMARY
This summary is
not complete and does not contain all of the information you should consider before investing in the securities offered by this
prospectus supplement and accompanying prospectus. You should read this summary together with the entire prospectus supplement
and accompanying prospectus, including our financial statements, the notes to those financial statements, and the other documents
identified under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by
Reference” in this prospectus supplement, before making an investment decision. See the Risk Factors section of this prospectus
supplement beginning on page S-8 for a discussion of the risks involved in investing in our securities.
Impact of COVID-19
The Company’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 Company’s
financial operations in New York, and West Virginia, as well as other contributors to the process of financial statement preparation
in 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 as set forth throughout this report.
Company Overview
The Company’s mission is to reduce
the environmental impact of the waste management industry through the development and deployment of cost-effective technology solutions.
The Company’s suite of technologies includes on-site biological processing equipment for food waste, patented processing
facilities for the conversion of municipal solid waste into an E.P.A. recognized renewable fuel, and proprietary real-time data
analytics tools to reduce food waste generation. These proprietary solutions may enable certain businesses and municipalities of
all sizes to lower disposal costs while having a positive impact on the environment. When used individually or in combination,
we believe that the Company’s solutions can reduce the carbon footprint associated with waste transportation, repurpose non-recyclable
plastics, and significantly reduce landfill usage.
Revolution Series™ Digesters
The Company currently markets an aerobic
digestion technology solution for the disposal of food waste at the point of generation. Its line of Revolution Series Digesters
have been described as self-contained, robotic digestive systems that we believe are as easy to install as a standard dishwasher
with no special electrical or plumbing requirements. Units range in size depending upon capacity, with the smallest unit approximately
the size of a residential washing machine. The digesters utilize a biological process to convert food waste into a liquid that
is safe to discharge down an ordinary drain. This process can result in a substantial reduction in costs for customers including
restaurants, grocery stores, cruise lines and hotel/hospitality companies by eliminating the transportation and logistics costs
associated with food waste disposal. The process also reduces the greenhouse gases associated with food-waste transportation and
decomposition in landfills that have been linked to climate change. The Company offers its Revolution Series Digesters in several
sizes targeting small to mid-sized food waste generators with both sale and rental options that are often more economical than
traditional disposal methods. The Revolution Series Digesters are manufactured and assembled in the United States.
In an effort to expand the capabilities
of its digesters, the Company developed a sophisticated Internet of Things (“IoT”) technology platform to provide its
customers with transparency into their waste generation and operational practices. This patented process collects weight related
data from the digesters to deliver real-time data that provides valuable information that when analyzed, can improve efficiency
and validate corporate sustainability efforts. The Company provides its IoT platform through a SaaS (“Software as a Service”)
model that is either bundled in its rental agreements or sold through a separate annual software license. Prior to the launch of
its Revolution Series Digesters, the Company marketed earlier generations of its digesters under the Eco-Safe brand. These units
were larger sized and typically marketed to mid- and large-sized food waste generators, including the Federal Government. The Company
continues to add new capacity sizes to its line of Revolution Series Digesters to meet customer needs.
On January 30, 2020 the Company announced
a purchase contract to provide its Revolution Series of Digesters to Carnival Corporation that the Company estimated with a value
of $14 million over a two-year period. Leading up to that contract, the Company had been scaling its core infrastructure in anticipation
of the fulfillment of that contract. As a result of COVID-19, Carnival Corporation has temporarily ceased ocean-going operations
in North America through September 30, 2020, and as a result of current uncertainties, the implementation of the sales and services
under this contract has been delayed. The contract remains in force and the Company anticipates that sales and services under this
contract will resume as the uncertainties surrounding COVID-19 are resolved in the coming months.
HEBioT Resource Recovery Technology
The Company expanded its technology business
in 2016 through the acquisition of certain development rights to a patented Mechanical Biological Treatment (“MBT”)
technology developed by a European engineering firm that relies upon High Efficiency Biological Treatment (“HEBioT”)
to process waste at the municipal or enterprise level. The technology results in a substantial reduction in landfill usage by converting
a significant portion of intake, including organic waste and non-recyclable plastics, into a United States EPA recognized alternative
fuel that can be used as a partial replacement for coal. The Company is currently exploring additional uses for its Solid recovered
fuel (“SRF”) such as fuel for cogeneration and as a feedstock for bio-plastics.
The Company also, through a series of transactions
in 2017 and 2018, acquired a controlling interest in the Nation’s first municipal waste processing facility utilizing the
HEBioT technology located in Martinsburg, West Virginia (the “Martinsburg Facility”). The Martinsburg Facility, which
commenced operations in 2019, is capable of processing up to 110,000 tons of mixed municipal waste annually. At full capacity,
the Martinsburg Facility can achieve an estimated annual savings of over 2.3 million cubic feet of landfill space and eliminate
many of the greenhouse gases associated with landfilling that waste. The Company plans to build additional HEBioT facilities in
the coming years and is currently in the permitting process to build a second facility in New York State.
Combined Offering
The Company’s suite of products and
services positions it as a provider of cost-effective, technology-based alternatives to traditional waste disposal in the United
States. The use of the Company’s technology solutions independently or in combination, can help its customers meet sustainability
goals by achieving a significant reduction in greenhouse gases associated with waste transportation and landfilling. In addition,
the repurposing of municipal waste into a cleaner burning, EPA recognized, renewable fuel can further reduce potentially harmful
emissions associated with traditional means of disposal. The overall reduction in carbon and other greenhouse gases that are linked
to climate change that could be achieved through the utilization of the Company’s technology can serve as a model for the
future of waste disposal in the United States.
New Product Offering
In addition to the Company’s products
focused on reducing the environmental impact of the waste management industry through the development and deployment of cost-effective
technology solutions, as a result of symmetry with our customers and prospects and a new demand for post COVID environmental technologies,
on May 12, 2020, the Company entered into an agreement with Altapure, LLC (“Altapure”). Altapure is a technology developer
and manufacturer of ultrasonic based disinfecting products, to distribute its patented line of environmentally-friendly, high-level
disinfecting products, including its newest product, the AP-4™, an enhanced, automated and touchless high-level disinfection
sub-micron aerosol system that we believe provides a safe process and rapid kill of spores, viruses, and vegetative bacteria, such
as but not limited to: COVID-19; Acinetobacter baumannii; Pseudomonas aeruginosa; VRE; MRSA; Bacillus atrophaeus; Geobacillus stearothermophilus;
Polio virus; C. auris and Clostridium difficile (C. difficile); and commenced live product demonstrations in June 2020.
Recent Developments
On July 23, 2020, the Company held its 2020
Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders: (i) re-elected Frank
E. Celli, James D. Chambers, Anthony Fuller, Robert A. Graham, Harriet Hentges, and Douglas VanOort as members of the Board of
Directors, each for a one-year term expiring at the 2021 annual meeting of stockholders and until each of their respective successors
are duly elected and qualified or until each of their respective earlier resignation or removal; (ii) approved an amendment to
the 2015 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares; (iii) approved
an amendment to the 2017 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares;
(iv) approved, on an advisory basis, the compensation of the Company’s executive officers; (v) approved, on an advisory basis,
“3 Years” as the frequency of future advisory votes on the compensation of our executive officers; and (vi) ratified
the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2020.
In 2019, the Company decided to not further
pursue two U.S. patent applications which subsequently became abandoned. The technologies therein are not material to the current
or planned products and services of the Company, and do not relate to the patented technology relating to analysis of data from
the Company's Revolution Series™ Digesters.
Company Information
The Company was incorporated
on March 20, 2013 under the laws of the state of Delaware as Swift Start Corp. On August 6, 2015, Swift Start Corp. entered into
and consummated an Agreement of Merger and Plan of Reorganization with BioHiTech Global, Inc. and Bio Hi Tech America, LLC, after
which it adopted the business plan of Bio Hi Tech, America, LLC, and changed its name to BioHiTech Global, Inc. Also on August
6, 2015, the Company amended its Certificate of Incorporation to change its name to BioHiTech Global, Inc. and increased the number
of its authorized shares of capital stock.
Our principal executive
offices are located at 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10972. Our telephone number is 845-262-1081. You
may also contact us or obtain additional information through our internet website address at www.biohitech.com or by emailing us
at info@biohitech.com. Information contained on our website is not incorporated into this prospectus supplement and is not a part
of this prospectus supplement.
OFFERING SUMMARY
This summary highlights certain information
about this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement.
This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest
in shares of our Common Stock. For a more complete understanding of our Company and this offering, we encourage you to read and
consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus, including the
information incorporated by reference into this prospectus supplement and the accompanying prospectus, and the information referred
to under the heading “RISK FACTORS” in this prospectus supplement on page S-9 and on page 3 of the accompanying prospectus,
and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
Securities Offered
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4,550,000 shares of Common Stock.
See “Description of Securities” on page S-9 for
a complete description of the factors you should consider carefully before deciding to invest in our Securities.
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Shares of Common Stock Outstanding Prior to Offering
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18,027,091 shares of Common Stock.(1)
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Shares of Common Stock Outstanding After Offering
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22,577,091 shares of Common Stock will be issued and outstanding.(1)
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Risk Factors
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Investing in our Common Stock involves a high degree of risk. Please
read the information contained in and incorporated by reference under the heading “Risk Factors” on page S-9 of this
prospectus supplement and page 3 of the accompanying prospectus, and under similar headings in the other documents, including our
Annual Report on Form 10-K, filed with the SEC on May 22, 2020, and our Quarterly Reports on Form 10-Q, filed with the SEC on June
29, 2020, that are incorporated by reference into this prospectus supplement and the accompanying prospectus.
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Underwriters’ Warrants
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At closing we will issue warrants
to purchase 318,500 shares of our common stock to the underwriters (the “Underwriters’ Warrants”), as a portion
of the underwriting compensation payable to the underwriters in connection with this offering. The Underwriters’ Warrants
will be exercisable for a period commencing 180 days following the closing of this offering and ending on the fifth anniversary
of the closing date at an exercise price equal to $1.991 per share, or 110% of the offering price of the common stock. It is not
anticipated that the Underwriters’ Warrants will be registered and included in the registration statement of which this
prospectus supplement is a part. Please see “Underwriting — Underwriters’ Warrants” for
a description of these warrants.
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Market for the Common Stock
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Our Common Stock trades on the NASDAQ Capital Market under the symbol “BHTG.”
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Use of Proceeds
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We estimate that our net proceeds from the Closing will be approximately $7,320,805, after deducting
estimated underwriting discounts and estimated expenses payable by us in connection with the offer. We intend to use the
net proceeds from this offering for working capital and general corporate purposes.
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Trading Symbol
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BHTG
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(1)
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The number of shares of our Common Stock shown above outstanding immediately before and after
this Offering is based on 18,027,091 shares outstanding as of July 27, 2020, and excludes as of such date:
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1,480,954 shares of our Common Stock subject to outstanding options 509,276 having a weighted average exercise price of $3.19 per share and 971,678 restricted stock awards;
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5,370,848 shares of our Common Stock reserved for issuance pursuant to the conversion of 867,726 shares of preferred stock;
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318,500 shares of our common stock issuable upon the exercise of the Underwriters’ Warrants to be issued upon the closing of this offering at an exercise price equal to $1.991 per share, or 110% of the public offering price of the common stock;
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1,050,850 shares of our Common Stock reserved for future issuance pursuant to our existing stock incentive plans; and
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4,357,695 shares of our Common Stock reserved for issuance upon exercise of outstanding warrants having a weighted average exercise price of $2.73 per share.
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RISK FACTORS
Investing in our
Common Stock involves a high degree of risk. Before deciding whether to invest in our Common Stock, you should consider carefully
the risks and uncertainties and assumptions discussed under the heading “Risk Factors” included in our most recent
annual report on Form 10-K, filed with the SEC on May 22, 2020, and most recent Form 10-Q, filed with the SEC on June 29, 2020,
which are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports
we file with the SEC in the future. There may be other unknown or unpredictable economic, business, competitive, regulatory or
other factors that could have material adverse effects on our future results. If any of these risks actually occurs, our
business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading
price of our Common Stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section
above entitled “Cautionary Note Regarding Forward-Looking Statements.”
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 full 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 have been impacted
and could be adversely affected by it.
As of the date of this prospectus supplement,
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, states and municipalities
have enacted 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 Specific to Our Business
We have a history of operating losses and there can be
no assurance that we can achieve or maintain profitability.
We have a history of operating losses and
may not achieve or sustain profitability due to the competitive and evolving nature of the industries in which we operate. Our
failure to sustain profitability could adversely affect the Company’s business, including our ability to raise additional
funds.
We may not be able to continue as a going concern.
For the year ended December 31, 2019, the
Company had a consolidated net loss of $10,280,061, incurred a consolidated loss from operations of $7,535,214 and used net cash
in consolidated operating activities of $7,134,600. At December 31, 2019, consolidated total stockholders’ equity amounted
to $7,369,725, consolidated stockholders’ equity attributable to parent amounted to $2,024,143 and the Company had a consolidated
working capital deficit of $5,351,686. The Company does not yet have a history of financial profitability. Historically, the principal
source of liquidity has been the issuance of debt and equity securities. Presently, the Company does not have firm commitments
to fully fund its future operational and strategic plans, although subsequent to December 31, 2019 the Company raised $1,565,000
from the issuance of Series F Redeemable, Convertible Preferred Stock and warrants. The Company was funded $421,300 on May 13,
2020 through the Paycheck Protection Program These factors raise substantial doubt about the Company’s ability to continue
as a going concern.
The Company is presently in the process
of raising additional debt for general operations and to support its leasing activities. The Company may also raise capital through
its Registration Statement on Form S-3 declared effective on July 11, 2018 (the “Shelf Registration”), by the SEC for
investment in several strategic initiatives. The Shelf Registration was utilized during September 2019 to raise net proceeds of
$3,035,557 through a confidentially marketed public offering of shares of Common Stock. There is no assurance that the Company
will be able to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing
will be on terms that are favorable to the Company.
We face substantial competition in the waste services
industry, and if we cannot successfully compete in the marketplace, our business, financial condition and results of operations
may be materially adversely affected.
The waste services industry is highly competitive,
has undergone a period of consolidation and requires substantial labor and capital resources. Some of the markets in which we compete
are served by one or more of large, established companies, that are more well-known and better financed than we are. Intense competition
exists not only to provide services to customers, but also to develop new products and services and acquire other businesses within
each market. Some of our competitors have significantly greater financial and other resources than we do.
In our waste disposal markets, we also compete
with operators of alternative disposal and recycling facilities. We also increasingly compete with companies that seek to use waste
as feedstock for alternative uses. Public entities may have financial advantages because of their ability to charge user fees or
similar charges, impose tax revenues, access tax-exempt financing and, in some cases, utilize government subsidies.
If we are unable to successfully compete in the marketplace,
our business and financial condition could be materially adversely affected.
The waste services industry is subject to
extensive and rapidly-changing government regulation. Changes to one or more of these regulations could cause a decrease in the
demand for our products and services.
Stringent government regulations at the
federal, state and local level in the U.S. have a substantial impact on the waste industry and compliance with such regulations
is costly. A large number of complex laws, rules, orders and interpretations govern environmental protection, health, safety, land
use, zoning, transportation and related matters. Among other things, governmental regulations and enforcement actions may restrict
operations within the waste industry and may adversely affect our financial condition, results of operations and cash flows.
We believe the demand for our digester product
is created directly in response to recent laws and regulation prohibiting certain large, commercial food manufacturers, retailers
and hospitality enterprises from discarding food wastes to landfills. Our digesters are just one solution for these businesses
to comply with these regulations and other regulations. If there was a change to or elimination of these regulations, the demand
for our product would almost certainly be greatly reduced and our income would, as a result, be adversely affected.
Currently, the microorganisms we employ
in our digesters are approved for use to reduce food waste and to be poured into conventional sewer systems. However, if it was
determined that we could no longer use these microorganisms, there is no guarantee that we could develop a replacement process
to assure that we could continue to sell our products. Also, we would likely face claims from current customers were they unable
to use our digesters for food waste disposal.
We may also incur the costs of defending
against environmental litigation brought by governmental agencies and private parties. We may be in the future a defendant in lawsuits
brought by parties alleging environmental damage, personal injury, and/or property damage, or which seek to overturn or prevent
authorization of our products, all of which may result in us incurring significant liabilities.
We may be negatively impacted by landfills and certain
long-term disposal trends.
In connection with the MBT line of business,
there is competition from other landfills, including large, out-of-state landfills to secure municipal solid waste (“MSW”)
feedstock. Such facilities may legally drop prices to maintain market share forcing the Company to compete on price for feedstock
delivered by suppliers, which may cause a negative impact to the anticipated financial performance of the projects.
Waste policies may incentivize additional
renewable energy plants to be built, in such an event, the MBT facilities would be competing with such future renewable energy
plants for feedstock. Furthermore, other zero waste policies, increased local recycling and reuse, augmented by composting and
other future waste policies intended to eliminate and/or reduce the waste may mean less MSW will be available for the Company’s
MBT projects.
The recovered recycled materials market is volatile.
The Company’s MBT projects and its
waste collections business anticipate a minimum return on recycled materials. Should conditions change such that the minimum returns
cannot be recovered, they may have a negative impact on the financial performance of the projects and businesses.
The market for solid recovered fuel (“SRF”)
is not developed.
The Company’s MBT projects rely upon
the ability to sell SRF to appropriate industrial users at economically reasonable prices. There is no assurance that the Company
will be able to contract on either a long-term or spot-market basis with such consumers.
We may engage in acquisitions in the future
with the goal of complementing or expanding our business, including developing additional disposal products and complementary services.
However, we may be unable to complete these transactions and, if executed, these transactions may not improve our business or may
pose significant risks and could have a negative effect on our operations.
We may in the future, make acquisitions
in order to acquire or develop additional disposal products and complementary services. In addition, from time to time we may acquire
businesses that are complementary to our core business strategy. We may not be able to identify suitable acquisition candidates.
If we identify suitable acquisition candidates, we may be unable to successfully negotiate acquisitions at a price or on terms
and conditions acceptable to us, including as a result of the limitations imposed by our debt obligations. Further, we may be unable
to obtain the necessary regulatory approval to complete potential acquisitions.
Our ability to achieve the benefits of any
potential future acquisition, including cost savings and operating efficiencies, depends in part on our ability to successfully
integrate the operations of such acquired businesses with our operations. The integration of acquired businesses and other assets
may require significant management time and resources that would otherwise be available for the ongoing management of our existing
operations. In addition, to the extent any future acquisitions are completed, we may be unsuccessful in integrating acquired companies
or their operations, or if integration is more difficult than anticipated, we may experience disruptions that could have a material
adverse impact on future profitability. Some of the risks that may affect our ability to integrate, or realize any anticipated
benefits from, acquisitions include:
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unexpected losses of key employees or customer of the
acquired company;
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difficulties integrating the acquired company’s
standards, processes, procedures and controls;
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difficulties coordinating new product and process development;
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difficulties hiring additional management and other
critical personnel;
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difficulties increasing the scope, geographic diversity
and complexity of our operations;
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difficulties consolidating facilities, transferring
processes and know-how;
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difficulties reducing costs of the acquired company’s
business;
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diversion of management’s attention from our
management; and
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adverse impacts on retaining existing business relationships
with customers.
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Our business and strategic plans may require funding.
Our current business and strategic plans
require additional funding. Our ultimate success may depend on our ability to raise additional financing and capital. In the absence
of additional financing or significant revenues and profits, the Company will have to approach its business plan from a much different
and much more restricted direction, attempting to secure additional funding sources to fund its growth, borrowing money from lenders
or elsewhere or to take other actions to attempt to provide funding. We cannot guarantee that we will be able to obtain sufficient
additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.
We expect that we will need to raise
additional capital to meet our business requirements in the future, and such capital raising may be costly or difficult to obtain
and can be expected to dilute current stockholders’ ownership interests.
Based upon present strategic investment
plans, we expect that we will need to raise additional capital in the future. Such additional capital may not be available on reasonable
terms or at all. We may need to raise additional funds through borrowings or public or private debt or equity financings to meet
various objectives including, but not limited to:
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accomplish growth through enhanced sales and marketing
efforts;
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effect new products and services development;
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complete business acquisitions; and
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build additional MBT plants
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Our limited operating history does not afford investors
a sufficient history on which to base an investment decision.
We are currently expanding our businesses.
Our operations are subject to all the risks inherent in the establishment of an expanding business enterprise. The likelihood of
success must be considered in light of the problems, expenses, difficulties, complications and delays that are frequently encountered
in expanding companies. There can be no assurance that at this time that we will operate profitably or will have adequate working
capital to meet our obligations as they become due.
Investors must consider the risks and difficulties
frequently encountered by expanding companies, particularly in rapidly evolving markets. Such risks include the following:
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increasing awareness of our brand names;
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meeting customer demand and standards;
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attaining customer loyalty;
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developing and upgrading our product and service offerings;
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implementing our advertising and marketing plan;
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maintaining our current strategic relationships and
developing new strategic relationships;
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responding effectively to competitive pressures; and
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attracting, retaining and motivating qualified personnel.
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We cannot be certain that our business strategy
will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks,
our business, prospects, financial condition, and results of operations could be materially and adversely affected, and we may
not have the resources to continue or expand our business operations.
We rely on highly skilled personnel and, if we are unable
to retain or motivate key personnel or hire additional qualified personnel, we may not be able to grow effectively.
Our performance is largely dependent on
the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire,
develop, motivate, and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively
depends on our ability to retain and motivate existing employees. Due to our reliance upon its skilled professionals and laborers,
the failure to attract, integrate, motivate, and retain current and/or additional key employees could have a material adverse effect
on our business, operating results and financial condition.
If we fail to manage growth or to prepare for product
scalability and integration effectively, it could have an adverse effect on our employee efficiency, product quality, working capital
levels and results of operations.
Any significant growth in the market for
our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial,
and other purposes. During any period of growth, we may face problems related to our operational and financial systems and controls,
including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our employee
base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit,
maintain, integrate, and motivate new employees.
Aside from increased difficulties in the
management of human resources, we may need increased liquidity to finance the expansion of our existing business, the development
of new products, and the hiring of additional employees. For effective growth management, we will be required to continue improving
our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational
and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be
able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.
Our management team may not be able to successfully implement
our business strategies.
If our management team is unable to execute
on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities,
would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting
and other process control issues presented by any future growth. We may seek to augment or replace members of our management team
or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill
and experience.
If we are unable to retain key executives and other key
affiliates, our growth could be significantly inhibited, and our business harmed with a material adverse effect on our business,
financial condition and results of operations.
Our success is, to a certain extent, attributable
to the management, sales and marketing, and operational and technical expertise of certain key personnel. Frank E. Celli, our Chief
Executive Officer, Robert Joyce, our Chief Operating Officer and Brian C. Essman, our Chief Financial Officer, perform key functions
in the operation of our business. The loss of any of these could have a material adverse effect upon our business, financial condition,
and results of operations. If we lose the services of any senior management, we may not be able to locate suitable or qualified
replacements and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and
prospects.
Our financial results may not meet the expectations of
investors and may fluctuate because of many factors and, as a result, investors should not rely on our revenue and/or financial
projections as indicative of future results.
Fluctuations in operating results or the
failure of operating results to meet the expectations investors may negatively impact the value of our securities. Operating results
may fluctuate due to a variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in operating
results could cause the value of our securities to decline. Investors should not rely on revenue or financial projections or comparisons
of results of operations as an indication of future performance. As a result of the factors listed below, it is possible that in
future periods results of operations may be below the expectations of investors. This could cause the market price of our securities
to decline and negatively impact our ability to raise debt and capital. Factors that may affect our operating results include:
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delays in sales resulting from potential customer sales
cycles;
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variations or inconsistencies in return on investment
models and results;
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changes in competition; and
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changes or threats of significant changes in legislation
or rules or standards that would change the drivers for product adoption.
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Our management conducted an evaluation of the effectiveness
of our internal control over financial reporting and concluded that our internal control over financial reporting was not effective
as of December 31, 2019. If we fail to maintain an effective system of internal control over financial reporting, we may not be
able to accurately report our financial results or prevent fraud.
We are subject to reporting obligations
under the U.S. securities laws. The Securities and Exchange Commission or the SEC, as required by Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, adopted rules requiring every public company to include a management report on the effectiveness
of such company’s internal control over financial reporting in its annual report. Effective internal control over financial
reporting is necessary for us to provide reliable financial reports, effectively prevent fraud and operate as a public company.
Our management conducted an evaluation of
the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting
was not effective as of December 31, 2019, and there were no significant changes as of March 31, 2020. A material weakness is a
deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement
of our company's financial statements will not be prevented, or detected and corrected on a timely basis. Based on their evaluations,
our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not
effective as of December 31, 2019 and March 31, 2019 to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated
and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. Because of our limited operations we have a small number of employees which
prohibits a segregation of duties. As we grow and expand our operations, we will engage additional employees and experts as needed.
However, there can be no assurance that our operations will expand.
Our failure to remediate the material weakness
or our failure to discover and address any other material weaknesses or deficiencies may result in inaccuracies in our financial
statements, delay in the preparation of our financial statements, and the loss of investor confidence in the reliability of our
financial statements, which in turn could negatively influence the trading price of our Common Stock. Ineffective internal control
over financial reporting could also expose us to increased risk of fraud or misappropriations of corporate assets and subject us
to potential delisting from the stock exchange on which our Common Stock is listed, regulatory investigations or civil or criminal
sanctions. As a result, our business, financial condition, results of operations and prospects may be materially and adversely
affected.
We are operating in a highly competitive market and we
are unsure as to whether there will be any consumer demand for our services.
Some of our competitors are much larger
and better capitalized than we are. It may be that our competitors will better address the same market opportunities that we are
addressing. These competitors, either alone or with collaborative partners, may succeed in developing business models that are
more effective or have greater market success than our own. The Company is especially susceptible to larger companies that invest
more money in marketing. Moreover, the market for our services is potentially large but highly competitive. There is little or
no hard data that substantiates the demand for our services or how this demand will be segmented over time.
There is no assurance that the Company will operate profitably
or will generate positive cash flow.
The Company is continuing to develop and
expand its lines of business, customer base and recurring revenues and it is anticipated that it may continue to incur losses in
the future as it carries on this process. In addition, the Company’s operating results in the future may be subject to significant
fluctuations due to many factors not within our control, such as the level of competition, regulatory changes and general economic
conditions.
We may be unsuccessful in our efforts to use digital and
other viral marketing to expand consumer awareness of our service.
If we are unable to maintain or increase
the efficacy of our digital and other viral marketing strategy or if we otherwise decide to expand the reach of our marketing through
use of costlier marketing campaigns, we may experience an increase in marketing expenses that could have an adverse effect on our
results of operations. We cannot assure you that we will be successful in maintaining or expanding our customer base and failure
to do so would materially reduce our revenue and adversely affect our business, operating results and financial condition.
We may be negatively impacted by permitting and construction
risks.
In connection with the MBT line of business,
the Company will have to maintain or acquire specialized permits and have regulatory approvals from various state and local regulatory
authorities for their operations or the construction of facilities. The failure of having such may delay or prevent the construction
or operation of the planned MBT facilities. In addition, there are significant risks related to the construction of a specialized
facility. These risks may delay, postpone or cause a negative impact to the anticipated financial performance of the projects.
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 U.S. 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.
Our executive officers and certain stockholders possess
significant voting power, and through this ownership, could influence our Company and our corporate actions.
Our current executive officers, directors
and their affiliates, hold approximately 22% of the voting power of the outstanding shares as of the date of July 28, 2020. These
officers, directors, affiliates and certain stockholders may have a controlling influence in determining the outcome of any corporate
transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all
or substantially all of our assets, election of directors, and other significant corporate actions. As such, our executive officers
have significant influence to prevent or cause a change in control; therefore, without their consent we could be prevented from
entering into transactions that could be beneficial to us. The interests of our executive officers and certain shareholders may
give rise to a conflict of interest with the Company and the Company’s stockholders. For additional details concerning voting
power please refer to the section below entitled “Description of Securities.”
Liquidity of our common stock has been limited.
On April 9, 2018 the Company uplisted from
OTCQB to the Nasdaq Capital Market. The liquidity of our Common Stock has been mixed and there is no assurance that liquidity will
continue or that the trade prices of our securities could not be reduced due to excess sellers of our stock over buyers. Active
trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active
trading market reduces the liquidity of the shares traded.
The trading volume of our Common Stock may
be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company
that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that
generate or influence sales volume, and that even if we came to the attention of such persons, they may tend to be risk-averse
and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares of Common
Stock until such time as we became more seasoned and viable. As a consequence, there may be periods when trading activity in our
shares is minimal, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally
support continuous sales without an adverse effect on share price. We cannot give any assurance that a broader or more active public
trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.
Our stock price may be volatile.
The market price of our Common Stock is
likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control,
including the following:
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the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities;
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limited “public float” with a small number of persons whose sales or lack of sales could result in positive or
negative pricing pressure on the market price for our common stock;
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additions or departures of key personnel;
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loss of a strategic relationship;
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variations in operating results from the expectations of securities analysts or investors;
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announcements of new products or services by us or our competitors;
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reductions in the market share of our products;
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
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investor perception of our industry or prospects;
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insider selling or buying;
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investors entering into short sale contracts;
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regulatory developments affecting our industry;
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changes in our industry;
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competitive pricing pressures;
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our ability to obtain working capital financing;
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sales of our common stock;
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our ability to execute our business plan;
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operating results that fall below expectations;
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revisions in securities analysts’ estimates or reductions in security analysts’ coverage; and
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economic and other external factors.
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Many of these factors are beyond our control
and may decrease the market price of our Common Stock, regardless of our operating performance. We cannot make any predictions
or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our Common
Stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for
sale at any time will have on the prevailing market price.
In addition, the securities markets have
from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Our common stock is subject to price volatility unrelated
to our operations.
The market price of our Common Stock could
fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth,
quarterly operating results of other companies in the same industry, trading volume in our Common Stock, changes in general conditions
in the economy and the financial markets or other developments affecting the Company’s competitors or the Company itself.
A decline in the price of our common stock could affect
our ability to raise working capital and adversely impact our ability to continue operations.
A prolonged decline in the price of our
Common Stock could result in a reduction in the liquidity of our Common Stock and a reduction in our ability to raise capital.
A decline in the price of our common stock could be especially detrimental to our liquidity, our operations and strategic plans.
Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business
plan and operations, including our ability to develop new services and continue our current operations. If our Common Stock price
declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient
to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to
continue our normal operations.
Concentrated ownership of our Common Stock creates a risk
of sudden changes in our Common Stock price.
The sale by any shareholder of a significant
portion of their holdings could have a material adverse effect on the market price of our Common Stock.
Sales of our currently issued and
outstanding Common Stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive
effect on the price of the shares of our common stock.
Approximately 40% of the outstanding shares
of Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended
(the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to
an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under
the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who
has held restricted securities for a period of at least six months may sell their shares of Common Stock. Under Rule 144, affiliates
who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months,
in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of
Common Stock or the average weekly trading volume during the four calendar weeks prior to the sale. A sale under Rule 144 or under
any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of Common Stock,
may have a depressive effect upon the price of our shares of common stock in any active market that may develop.
If we issue additional shares or derivative securities
in the future, it will result in the dilution of our existing stockholders.
Our Certificate of Incorporation, as amended,
authorizes the issuance of up to 50,000,000 shares of Common Stock, $0.0001 par value per share. Our board of directors may choose
to issue some or all of such shares, or derivative securities to purchase some or all of such shares, to provide additional financing
in the future.
We do not plan to declare or pay any dividends to our
stockholders in the near future.
We have not declared any Common Stock dividends
in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future
dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations,
cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant.
There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the
amount of any such dividend.
The requirements of being a public company may strain
our resources and distract management.
As a public company, we are subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), the Securities Act of 1933 and as well as the governance rules of Nasdaq. These
rules, regulations and requirements are extensive. We may incur significant costs associated with our public company corporate
governance and reporting requirements. This may divert management’s attention from other business concerns, which could have
a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable
rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and
we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors
or as executive officers.
Future changes in financial accounting
standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.
A change in accounting standards or practices
can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change
is effective. New accounting standards and varying interpretations of accounting standards have occurred and may occur in the future.
Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way
we conduct business.
“Penny Stock” rules may make buying or selling
our Common Stock difficult.
Trading in our Common Stock has previously
been subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be
any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that
any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior
to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement
to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving
a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock
market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in our Common Stock, which could severely limit the market price and liquidity
of our Common Stock.
Risks Relating to this Offering
If you purchase our shares in this
offering, you may incur immediate and substantial dilution in the book value of your shares.
The public offering price per share of our
Common Stock, may be substantially higher than the net tangible book value per share of our Common Stock immediately prior to the
offering. After giving effect to the sale of 4,550,000 shares of our Common Stock, in this offering, at a public offering price
of $1.81 per share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable
by us, purchasers of our common stock in this offering will incur immediate dilution of $(1.58) per share in the net tangible book
value of the Common Stock they acquire. For a further description of the dilution that investors in this offering may experience,
see “Dilution.”
In addition, to the
extent that outstanding stock options or warrants have been or may be exercised or other shares issued, you may experience further
dilution.
A substantial number of shares of Common Stock may be
sold in the market following this offering, which may depress the market price for our common stock.
Sales of a substantial
number of shares of our Common Stock in the public market following this offering could cause the market price of our common stock
to decline. A substantial majority of the outstanding shares of our common stock are, and the shares of common stock offered hereby
will be, freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities
Act.
We have broad discretion in the use
of the net proceeds we receive from this offering and may not use them effectively.
Our management will
have broad discretion in the application of the net proceeds we receive in this offering, including for any of the purposes described
in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision
to assess whether our management is using the net proceeds appropriately. Because of the number and variability of factors that
will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended
use. The failure by our management to apply these funds effectively could result in financial losses that could have a material
adverse effect on our business and cause the price of our common stock to decline. Pending their use, we may invest our net proceeds
from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return
to our stockholders.
SHOULD ONE OR MORE OF THE FOREGOING
RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED
DIVIDEND POLICY
We have never declared
or paid any cash dividends on our Common Stock and do not currently anticipate paying cash dividends in the foreseeable future.
We currently intend to retain our future earnings, if any, for use in our business and therefore do not anticipate paying cash
dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after
taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and
plans for expansion.
USE OF PROCEEDS
We estimate that the net proceeds from this
offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will
be approximately $7,320,805 at the Closing. We intend to use the net proceeds for working capital and general corporate purposes,
which may include, without limitation, engaging in acquisitions or other business combinations. We do not have any specific plans
for acquisitions or other business combinations at this time. Our management will retain broad discretion in the allocation of
the net proceeds from this offering.
DILUTION
If you invest in this offering, your ownership
interest will be immediately diluted to the extent of the difference between the public offering price per share of Common Stock
and the as adjusted net tangible book value per share of our common stock after this offering. Our net tangible book value as of
March 31, 2020 was approximately $2.3 million, or $(0.94) per share of our Common Stock. Net tangible book value per share as of
March 31, 2020 is equal to our total tangible assets minus total liabilities, preferred stock preference and non-controlling interests
in consolidated subsidiaries all divided by the number of shares of Common Stock outstanding as of March 31, 2020.
After giving effect to the sale of 4,550,000
shares of our Common Stock in this offering at the public offering price of $1.81 per share, and after deducting the underwriting
discounts and commissions and the estimated offering expenses payable by us, our as adjusted net tangible book value would have
been approximately $(2.3) million, or approximately $(0.94) per share of Common Stock, as of March 31, 2020. This represents an
immediate increase in the net tangible book value of approximately $1.17 per share to our existing stockholders, and an immediate
dilution of approximately $(1.17) per share to investors in this offering. The following table illustrates this calculation on
a per share basis.
Public offering price per share
|
|
|
|
|
|
$
|
1.81
|
|
Net tangible book value per share as of March 31, 2020
|
|
$
|
(0.94
|
)
|
|
|
|
|
Increase in net tangible book value per share attributable to this offering
|
|
$
|
1.17
|
|
|
|
|
|
As adjusted net tangible book value per share as of March 31, 2020 after giving effect to this offering
|
|
|
|
|
|
$
|
0.23
|
|
Dilution per share to investors purchasing shares in this offering
|
|
|
|
|
|
$
|
1.58
|
|
|
(1)
|
The number of shares of our Common Stock shown above outstanding immediately
before and after this Offering is based on 17,417,288 shares outstanding as of March 31, 2020, and excludes as of such date:
|
|
●
|
1,510,954 shares of our Common Stock subject to outstanding options 519,276
having a weighted average exercise price of $3.20 per share and 991,678 restricted stock awards;
|
|
|
|
|
●
|
4,804,754 shares of our Common Stock reserved for issuance pursuant to the conversion of 869,226
shares of preferred stock;
|
|
|
|
|
●
|
318,500 shares of our common stock
issuable upon the exercise of the Underwriters’ Warrants to be issued upon the closing of this offering at an exercise price
equal to $1.991 per share, or 110% of the public offering price of the common stock;
|
|
|
|
|
●
|
15,853 shares of our Common Stock reserved for future issuance
pursuant to our existing stock incentive plans; and
|
|
|
|
|
●
|
4,852,858 shares of our Common Stock reserved for issuance upon exercise of outstanding warrants
having a weighted average exercise price of $2.64 per share.
|
The above illustration
of dilution per share to investors participating in this offering assumes no conversion of outstanding shares of preferred stock
and no exercise of outstanding options or outstanding warrants to purchase shares of our Common Stock. The conversion of outstanding
shares of preferred stock or exercise of outstanding options or warrants having a conversion price per share or exercise
price per share that is less than the offering price per share will increase dilution to investors in this offering.
CAPITALIZATION
The following table sets forth our capitalization as of March
31, 2020:
|
•
|
On a pro forma, as adjusted basis, to give further effect to
the issuance and sale in this offering of 4,550,000 shares of common stock at the offering price of $1.81 per common share after
deducting the underwriting discounts fees and estimated offering expenses payable by us.
|
|
|
March 31,
2020
|
|
|
|
Actual
|
|
|
Adjusted
|
|
|
|
(Unaudited)
|
|
Temporary Equity
|
|
|
|
|
|
|
Series A redeemable convertible preferred stock, 333,401 shares designated and issued, and 145,312 outstanding as of March 31, 2020
|
|
$
|
726,553
|
|
|
$
|
726,553
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 3,209,210 designated as of March 31, 2020; 1,935,648 issued as of March 31, 2020; 869,226 outstanding as of March 31, 2020 :
|
|
|
|
|
|
|
|
|
Series B Convertible preferred stock, 1,111,200 shares designated: 428,333 shares issued, no shares outstanding as of March 31, 2020
|
|
|
-
|
|
|
|
-
|
|
Series C Convertible preferred stock, 1,000,000 shares designated, 427,500 shares issued and outstanding as of March 31, 2020
|
|
|
3,050,142
|
|
|
|
3,050,142
|
|
Series D Convertible preferred stock, 20,000 shares designated: 18,850 shares issued and outstanding as of March 31, 2020
|
|
|
1,505,262
|
|
|
|
1,505,262
|
|
Series E Convertible preferred stock, 714,519 shares designated: 714,519 shares issued, 264,519 outstanding as of March 31, 2020
|
|
|
698,330
|
|
|
|
698,330
|
|
Series F Convertible preferred stock, 30,090 shares designated, and 13,045 shares issued and outstanding as of March 31, 2020
|
|
|
1,444,614
|
|
|
|
1,444,614
|
|
Common stock, $0.0001 par value, 50,000,000 shares authorized, 17,417,288 shares issued and outstanding as of March 31, 2020
|
|
|
1,741
|
|
|
|
2,196
|
|
Additional paid in capital
|
|
|
49,953,089
|
|
|
|
57,273,439
|
|
Accumulated deficit
|
|
|
(55,374,103
|
)
|
|
|
(55,374,103
|
)
|
Accumulated other comprehensive (loss)
|
|
|
(14,439
|
)
|
|
|
(14,439
|
)
|
Stockholders’ equity attributable to Parent
|
|
|
1,264,636
|
|
|
|
8,585,441
|
|
Stockholders’ equity attributable to non-controlling interests
|
|
|
4,522,905
|
|
|
|
4,522,905
|
|
Total Stockholders’ Equity
|
|
$
|
5,787,541
|
|
|
$
|
13,108,346
|
|
The number of issued and outstanding shares as of March 31,
2020 in the table excludes:
|
●
|
1,510,954 shares of our Common Stock subject to outstanding options 519,276 having a weighted average exercise price of $3.20 per share and 991,678 restricted stock awards;
|
|
|
|
|
●
|
4,804,754 shares of our Common Stock reserved for issuance pursuant to the conversion of 869,226 shares of preferred stock;
|
|
|
|
|
●
|
318,500 shares of our common stock issuable upon the exercise of the Underwriters’ Warrants to be issued upon the closing of this offering at an exercise price equal to $1.991per share, or 110% of the public offering price of the common stock;
|
|
|
|
|
●
|
15,853 shares of our Common Stock reserved for future issuance pursuant to our existing stock incentive plans; and
|
|
|
|
|
●
|
4,852,858 shares of our Common Stock reserved for issuance upon exercise of outstanding warrants having a weighted average exercise price of $2.64 per share.
|
Unless otherwise indicated, all information in this prospectus
supplement assumes no exercise by the underwriter of its option to purchase up to an additional 682,500 shares of common stock
to cover overallotments, if any.
DESCRIPTION OF THE SECURITIES WE ARE
OFFERING
Common Stock
The material terms and provisions of our
Common Stock are described under the caption “Description of our Common Stock” in the accompanying prospectus beginning
on page 6. As of July 27, 2020, we had 18,027,091 shares of our Common Stock outstanding. Our Common Stock is listed on the NASDAQ
Capital Market under the symbol “BHTG.”
UNDERWRITING
We are offering the shares of Common Stock
described in this prospectus supplement and the accompanying prospectus through the underwriters listed below. Maxim Group LLC
is acting as the lead book-running manager of this Offering and representative of each of the underwriters named below. Spartan
Capital Securities, LLC is acting as the co-book running of this Offering. The underwriters named below have agreed to buy, subject
to the terms of the underwriting agreement, the number of securities listed opposite its name below. The underwriters are committed
to purchase and pay for all of the securities if any are purchased, other than those securities covered by the over-allotment option
described below.
Underwriters
|
|
Number of Shares
|
|
Maxim Group LLC
|
|
|
3,048,500
|
|
Spartan Capital Securities, LLC
|
|
|
1,501,500
|
|
Total
|
|
|
4,550,000
|
|
The underwriters have advised us that they
propose to offer the shares of Common Stock to the public at a price of $1.81 per share. The underwriters propose to offer the
shares of Common Stock to certain dealers at the same price less a concession of not more than $0.0724 per share. After the offering,
these figures may be changed by the underwriters.
The Common Stock sold in this offering are
expected to be ready for delivery on or about July 29, 2020, against payment in immediately available funds. The underwriters may
reject all or part of any order.
We have granted to the underwriters an option
to purchase up to an additional 682,500 shares of Common Stock from us at the same price to the public, and with the same underwriting
discount, as set forth in the table below. The underwriters may exercise this option any time during the 45-day period after the
date of this prospectus supplement, but only to cover over-allotments, if any. To the extent the underwriters exercise the option,
the underwriters will become obligated, subject to certain conditions, to purchase the shares of Common Stock for which they exercise
the option.
The table below summarizes the underwriting
discounts that we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the over-allotment
option. In addition to the underwriting discount, we have agreed to pay up to $70,000 of the fees and expenses of the underwriters,
which may include the fees and expenses of counsel to the underwriters. The fees and expenses of the underwriters that we have
agreed to reimburse are not included in the underwriting discounts set forth in the table below. The underwriting discount and
reimbursable expenses the underwriters will receive were determined through arms’ length negotiations between us and the
underwriters.
|
|
Per Share
|
|
|
Total with no
Over-Allotment
|
|
|
Total with
Over-Allotment
|
|
Underwriting discount to be paid by us
|
|
$
|
0.1629
|
|
|
$
|
741,195
|
|
|
$
|
852,374
|
|
We estimate that the total expenses of this
offering, excluding underwriting discounts, will be $173,500. This includes $70,000 of the fees and expenses of the underwriters.
These expenses are payable by us.
We also have agreed to indemnify the underwriters
against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments
that the underwriters may be required to make in respect of those liabilities.
Underwriters’ Warrants
We have agreed to issue to the underwriters
common stock purchase warrants (the “Underwriters’ Warrants”) covering a number of shares of Common Stock equal
up to 318,500 shares of our common stock (7% of the total number of shares of our Common Stock being sold in this offering, excluding
the over-allotment). The Underwriters’ Warrants may not be exercised for six (6) months after the effective date of the registration
statement and will expire 5 years after such effective date. The Underwriters’ Warrants will be exercisable at a price equal
to $1.991 per share (110% of the public offering price per share price). The Underwriters’ Warrants shall not be redeemable.
The Underwriters’ and the shares of Common Stock underlying the Underwriters’ Warrants have been deemed compensation
by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The Underwriters’ Warrants
may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put,
or call transaction that would result in the effective economic disposition of the securities for a period of 180 days following
the effective date of the registration for this offering, except that they may be assigned, in whole or in part, to any officer
or partner of the Underwriter, and to members of the underwriting syndicate or selling group (or to officers or partners thereof),
or as otherwise permitted, in compliance with FINRA Rule 5110(g)(2). The Underwriters’ Warrants will contain provisions for
one demand registration of the sale of the underlying shares of common stock at our expense (in the event that our registration
statement covering the Underwriters’ Warrants and the underlying Common Stock is no longer effective), and unlimited “piggyback”
registration rights for a period of five (5) years after the effective date of the registration statement for this offering at
our expense. The exercise price and number of shares issuable upon exercise of the Underwriters’ Warrants may be adjusted
in certain circumstances including in the event of a stock split or other corporate events and as otherwise permitted under Rule 5110(f)(2)(G)
of FINRA.
No Sales of Similar Securities
Each of our directors and officers and certain
of our stockholders, have agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares
of common stock or any securities convertible into or exchangeable for shares of common stock without the prior written consent
of the underwriters for a period of ninety (90) days after the date of this prospectus supplement. These lock-up agreements provide
limited exceptions and their restrictions may be waived at any time by the underwriters.
We have agreed not to offer, sell, agree
to sell, directly or indirectly, or otherwise dispose of any shares of common stock or any securities convertible into or exchangeable
for shares of common stock without the prior written consent of the underwriters until September 29, 2020. We have also agreed
not to enter into any variable rate transactions for a period of ninety (90) days after the closing of the Offering.
Price Stabilization, Short Positions
and Penalty Bids
To facilitate this offering, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the price of our Common Stock during and after the offering.
Specifically, the underwriters may over-allot or otherwise create a short position in our Common Stock for its own account by selling
more shares of Common Stock than we have sold to the underwriters. The underwriters may close out any short position by either
exercising its option to purchase additional shares or purchasing shares in the open market.
In addition, the underwriters may stabilize
or maintain the price of our Common Stock by bidding for or purchasing shares in the open market and may impose penalty bids. If
penalty bids are imposed, selling concessions allowed to broker-dealers participating in this offering are reclaimed if shares
previously distributed in this offering are repurchased, whether in connection with stabilization transactions or otherwise. The
effect of these transactions may be to stabilize or maintain the market price of our Common Stock at a level above that which might
otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of our common stock to the extent
that it discourages resales of our Common Stock. The magnitude or effect of any stabilization or other transactions is uncertain.
These transactions may be effected on the Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.
In connection with this offering, the underwriters
and selling group members may also engage in passive market making transactions in our common stock on the Nasdaq Capital Market.
Passive market making consists of displaying bids on the Nasdaq Capital Market limited by the prices of independent market makers
and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the
Securities and Exchange Commission limits the amount of net purchases that each passive market maker may make and the displayed
size of each bid. Passive market making may stabilize the market price of our common stock at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued at any time.
Neither we nor the underwriters make any
representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the
price of our common stock. In addition, neither we nor the underwriters make any representation that the underwriters will engage
in these transactions or that any transaction, if commenced, will not be discontinued without notice.
Affiliations
The underwriters and their affiliates are
full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage
activities. The underwriters may in the future engage in investment banking and other commercial dealings in the ordinary course
of business with us or our affiliates. The underwriters may in the future receive customary fees and commissions for these transactions.
In the ordinary course of its various business
activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for its own account and for the
accounts of its customers, and such investment and securities activities may involve securities and/or instruments of the issuer.
The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views
in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments.
Electronic Offer, Sale and Distribution
In connection with this offering, the underwriters
or certain of the securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the underwriters
may facilitate Internet distribution for this offering to certain of its Internet subscription customers. The underwriters may
allocate a limited number of securities for sale to its online brokerage customers. An electronic prospectus is available on the
Internet websites maintained by any such underwriter. Other than the prospectus in electronic format, the information on the websites
of the underwriters is not part of this prospectus supplement or the accompanying prospectus.
Listing
Our Common Stock is listed on the Nasdaq
Capital Market under the symbol “BHTG.”
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is VStock
Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, Telephone: (212) 828-8436.
Selling Restrictions
Canada. The securities
may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are
permitted clients, as defined in National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces
or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including
any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33 105 Underwriting Conflicts (NI 33 105), the underwriters are not required to comply with the disclosure requirements
of NI 33-105 regarding underwriters conflicts of interest in connection with this offering.
European Economic Area. In
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”) an offer to the public of any securities may not be made in that Relevant Member State, except that an offer
to the public in that Relevant Member State of any securities may be made at any time under the following exemptions under the
Prospectus Directive, if they have been implemented in that Relevant Member State:
|
·
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
|
·
|
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
|
|
·
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or any underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
For the purposes of this provision, the
expression an “offer to the public” in relation to any securities in any Relevant Member State means the communication
in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable
an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive
2010/73/EU.
United Kingdom. Each underwriter
has represented and agreed that:
|
·
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and
|
|
·
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.
|
Switzerland. The securities
may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the “SIX”) or on any other
stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards
for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing
prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility
in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may
be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering
or marketing material relating to the offering, or the securities have been or will be filed with or approved by any Swiss regulatory
authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss
Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss
Federal Act on Collective Investment Schemes (“CISA”). Accordingly, no public distribution, offering or advertising,
as defined in CISA, its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA,
its implementing ordinances and notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers
of interests in collective investment schemes under CISA does not extend to acquirers of securities.
Australia. No placement document,
prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments
Commission (“ASIC”), in relation to the offering.
This prospectus does not constitute a prospectus,
product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”)
and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document
under the Corporations Act.
Any offer in Australia of the securities
may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning
of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the
Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.
The securities applied for by Exempt Investors
in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering,
except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to
an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which
complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.
This prospectus contains general information
only and does not take account of the investment objectives, financial situation or particular needs of any particular person.
It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors
need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if
necessary, seek expert advice on those matters.
LEGAL MATTERS
The validity of our
securities issuable hereunder has been passed upon for BioHiTech Global, Inc. by McCarter & English, LLP, East Brunswick, New
Jersey. Ellenoff Grossman & Schole LLP, New York, New York is acting as counsel for the underwriters in connection with this
offering.
EXPERTS
The financial statements
and the related financial statement schedule, incorporated in this prospectus supplement by reference from our Annual Report on
Form 10-K for the fiscal years ended December 31, 2019 and 2018 have been audited by Marcum LLP an independent-registered public
accounting firm, as set forth in their report dated May 22, 2020, which contains an explanatory paragraph relating to substantial
doubt about the ability of the Company to continue as a going concern as described in Note 1 to the financial statements and the
change in method in accounting for leases, which is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the
SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of Common Stock we are offering under
this prospectus supplement. This prospectus supplement and the accompanying prospectus do not contain all of the information set
forth in the registration statement and the exhibits to the registration statement. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any documents that we have filed with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov.
We also maintain a website at www.biohitech.com. You may access these materials free of charge as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this
prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. You may also inspect
these documents at our corporate headquarters at 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10972, during normal business
hours.
This prospectus supplement
and accompanying prospectus are part of a registration statement (and amendments thereto) that we filed with the SEC. This prospectus
supplement and any subsequent prospectus supplements do not contain all of the information in the registration statement as permitted
by the rules and regulations of the SEC. You can obtain a copy of the registration statement from the SEC at the address listed
above or from the SEC’s web site listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to
“incorporate by reference” some of the documents we file with it into this prospectus supplement and accompanying prospectus,
which means:
|
●
|
we can disclose important information to you by referring you to those documents;
|
|
●
|
the information incorporated by reference is considered to be part of this prospectus supplement; and
|
|
●
|
later information that we file with the SEC will automatically update and supersede this incorporated information.
|
We incorporate by reference
the documents listed below, which were filed with the SEC under the Exchange Act:
|
●
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on May 22, 2020;
|
|
●
|
our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020, September 30, 2019, and June 30, 2019 filed with the SEC on June 29, 2020, November 19, 2019, and August 14, 2019, respectively.
|
|
●
|
our Current Reports on Form 8-K filed on May 27, 2020, June 4, 2020, June 30, 2020, July 6, 2020, July 13, 2020 and July 17, 2020.
|
|
●
|
our Definitive Revised Proxy Statement on Schedule 14A filed on May
6, 2020.
|
|
●
|
our Registration Statement on Form 8-A filed on April 5, 2018.
|
All documents filed
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (not including any information furnished under Item 2.02 or Item 7.01
of Form 8-K, which information is not incorporated by reference herein), after the date of this prospectus supplement and prior
to the termination of this offering shall be deemed to be incorporated by reference in this prospectus supplement and to be part
of this prospectus supplement from the date they are filed. In addition, all documents filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration
statement of which this prospectus supplement forms a part shall be deemed to be incorporated by reference in this prospectus supplement
and to be part of this prospectus supplement from the date they are filed.
You should assume that
the information appearing in this prospectus supplement is accurate as of the date of this prospectus supplement only. Our business,
financial position and results of operations may have changed since that date.
We will provide without
charge to each person, including any beneficial owner, to whom a prospectus supplement is delivered, upon written or oral request
of that person, at no cost to the requester, a copy of any and all of the information that has been incorporated by reference in
this prospectus supplement (excluding exhibits unless specifically incorporated by reference into those documents). Please direct
requests to us at the following address:
BIOHITECH GLOBAL, INC.
80 Red Schoolhouse Road, Suite 101
Chestnut Ridge, NY 10972
Phone: (845) 262-1081
Email: info@biohitech.com
You may also access
these documents, free of charge on the SEC’s website at www.sec.gov. Information contained on our website is not incorporated
by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as
part of this prospectus or any accompanying prospectus supplement.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting
offers to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
JUNE 29, 2018
PROSPECTUS
BIOHITECH
GLOBAL, INC.
$50,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
This prospectus relates
to common stock, preferred stock, debt securities, warrants, and units comprised of the foregoing that we may sell from time to
time in one or more offerings up to a total public offering price of $50,000,000 on terms to be determined at the time of sale.
We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplement
carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement
for those securities.
Our common stock trades
on the NASDAQ Capital Markets under the symbol “BHTG.”
These securities may
be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination
of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for
any particular offering of these securities in any applicable prospectus supplement. If any agents, underwriters or dealers are
involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and
the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will
also be included in a prospectus supplement.
Investing in our
securities involves significant risks. See “RISK FACTORS” on page 3 for information you should consider before buying
these securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus
may not be used to sell securities unless accompanied by a prospectus supplement.
This prospectus is not an offer to sell
any securities in any state where the offer is not permitted.
The date of this prospectus is June 29,
2018.
Prospective investors may rely only
on the information contained in this prospectus. We have not authorized anyone to provide prospective investors with different
or additional information. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus,
regardless of the time of the delivery of this prospectus or any sale of these securities.
TABLE OF CONTENTS
IMPORTANT INFORMATION ABOUT THIS PROSPECTUS
This prospectus is
part of a “shelf” registration statement we filed with the United States Securities and Exchange Commission, or the
“SEC”. By using a shelf registration statement, we may sell any combination of the securities described in this prospectus
from time to time in one or more offerings. We may use this prospectus to offer and sell up to a total of $50,000,000 of our securities.
This prospectus provides you only with a general description of the securities we may offer. Each time we sell securities, we will
provide a supplement to this prospectus that contains specific information about the terms of the securities offered. The supplement
may also add, update or change information contained in this prospectus. Before purchasing any securities, you should carefully
read both this prospectus and any supplement, together with the additional information described under the heading “Incorporation
of Certain Documents by Reference” found on page 16.
You should rely only
on the information contained herein or incorporated by reference in this prospectus and the supplement. We have not authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus, as well as information we previously filed with
the Commission and incorporated herein by reference, is accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have changed since that date.
We will not use this
prospectus to offer and sell securities unless it is accompanied by a supplement that more fully describes the securities being
offered and the terms of the offering.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
We are making this
statement pursuant to the safe harbor provisions for forward-looking statements described in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are not historical facts but are the intent, belief, or current expectations
of our business and industry. We make statements in this prospectus, including statements that are incorporated by reference, that
are forward-looking. When used in this prospectus or in any other presentation, statements which are not historical in nature,
including the words “anticipate,” “estimate,” “could,” “should,” “may,”
“plan,” “seek,” “expect,” “believe,” “intend,” “target,”
“project” and similar expressions are intended to identify forward-looking statements. They also include statements
regarding:
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our future growth and profitability;
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our competitive strengths; and
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our business strategy and the trends we anticipate in the industries and economies in which we operate.
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These forward-looking
statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions. These statements
are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our
control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the
forward-looking statements. Important factors that could cause actual results to differ materially from those in forward-looking
statements include:
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economic downturns, reduced capital expenditures, consolidation and technological and regulatory changes in our industry;
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the highly competitive nature of our industry;
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our ability to attract and retain qualified managers and skilled employees;
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the outcome of our plans for future operations and growth; and
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the other factors referenced in this prospectus, including, without limitation, under “Risk Factors.”
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We believe these forward-looking
statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current
expectations. Furthermore, forward-looking statements speak only as of the date they are made. If any of these risks or uncertainties
materialize, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results
that we express in or imply by any of our forward-looking statements. These and other risks are detailed in this prospectus, in
any supplements to this prospectus, in the documents that we incorporate by reference into this prospectus and in other documents
that we file with the SEC. We do not undertake any obligation to publicly update or revise these forward-looking statements after
the date of this prospectus to reflect future events or circumstances. We qualify any and all of our forward-looking statements
by these cautionary factors.
SUMMARY - ABOUT BIOHITECH GLOBAL, INC.
This summary highlights
selected information and does not contain all the information that is important to you. You should carefully read this prospectus,
any applicable prospectus supplement and the documents we have referred you to in “Incorporation of Certain Documents by
Reference” on page 16 of this prospectus for information about us and our financial statements as well as “Where You
Can Find More Information” on page 16.
Except where the
context otherwise requires, the terms “we,” “us,” “our,” the “Company” or “BioHiTech
Global” refer to BioHiTech Global, Inc.
Our Business
The Company’s
vision since its inception has been to disrupt the waste management industry in North America through the development and utilization
of our own practices and proprietary technologies, as well as successful practices and technologies acquired from other worldwide
areas, to create the next level of a commercially viable, fully integrated, sustainable waste management company. The Company offers
a suite of technologies and services that can be utilized separately or in tandem. The Company provides cost-effective technologies
for on-site food waste reduction and elimination as well as proprietary technology for the processing of solid waste from municipalities
and large organizations through a mechanical and biological process that recovers certain recyclables, reduces weight and produces
an E.P.A. recognized alternative fuel commodity, with significantly less materials destined for landfill. The Company also intends
to provide traditional waste collection services in certain markets.
The Company’s
initial focus was primarily on its on-going Digester business. During 2014 and 2015 the Company expanded its Eco-Safe Digester
offering for mid- to large-level food waste generators through the development of technologies that transformed the digester market
from just food waste diversion to one that provides information that can allow customers to reduce and eliminate or minimize their
food waste through improved supply chain management and other efficiencies.
During 2016, the Company
initiated development of its Revolution Series of Digesters, a technologically advanced digester targeting smaller food waste generators,
that is smaller in size, easy to install, and offered at a lower price point. The Revolution Series of Digesters became commercially
available in the second half of 2017.
Also, during 2016 and
2017, the Company expanded from its technology-digester single product line by starting strategic initiatives in Mechanical Biological
Treatment (“MBT”) facilities that rely upon High Efficiency Biological Treatment (“HEBioT”) to process
waste at the municipal or enterprise level converting a significant portion of intake into a United States EPA recognized alternative
commodity fuel.
During 2017, the Company
initiated strategic activities relating to traditional waste management and recycling service. Subsequently, in January 2018, the
Company made its initial investment in a traditional waste management and recycling company, with primary operations in the Southern
New Jersey and Eastern Pennsylvania markets and in April 2018, this initial investment made a subsequent acquisition of another
traditional waste management and recycling company, with primary operations in Maryland and Pennsylvania, including and investment
in a HEBioT facility under construction that the Company also has an investment in.
The combination of
traditional waste and recycling collection, on-site digester and the facility based HEBioT technology results in a unique offering
that provides a turn-key solution for customers seeking to achieve zero waste. The Company envisions use of its digesters for disposal
of food waste at certain retail customer’s locations, with regional disposal services being directed to the Company’s
HEBioT facilities. This cost effective solution can result in less than 20% of each customer’s waste being directed to landfills,
hence resulting in a near-zero footprint.
Company Information
Our principal executive
offices are located at 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10972. Our telephone number is 845-262-1081. You
may also contact us or obtain additional information through our internet website address at www.biohitech.com or by emailing us
at info@biohitech.com. Information contained on our website is not incorporated into this prospectus and is not a part of this
prospectus.
RISK FACTORS
You should carefully
consider the Risk Factors contained in our most recent annual report on Form 10-K, as updated or supplemented by subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K to the extent filed, each of which are incorporated herein by reference and
in the supplement to this prospectus before buying any offered securities, as the same may be updated from time to time by our
future filings under the Exchange Act.
USE OF PROCEEDS
Unless the applicable
prospectus supplement states otherwise, we expect to use the net proceeds of the sale of these securities for general corporate
purposes, which may include research and development, repayment of existing indebtedness, working capital, capital expenditures
and facility development, acquisitions, joint ventures and stock repurchase programs. As of the date of this prospectus, we have
not identified as probable any specific material proposed uses of these proceeds. If, as of the date of any prospectus supplement,
we have identified any such uses, then we will describe them in the prospectus supplement. The amount of securities offered from
time to time pursuant to this prospectus and any prospectus supplement, and the precise amounts and timing of the application of
net proceeds from the sale of those securities, will depend upon our funding requirements. If we elect at the time of an issuance
of securities to make different or more specific use of proceeds than described in this prospectus, such use will be described
in the prospectus supplement relating to those securities.
PLAN OF DISTRIBUTION
We may sell securities
to one or more underwriters or dealers for public offering and sale by them, or we may sell the securities to investors directly
or through one or more agents or broker dealers, including those engaged solely as agents to facilitate the direct sale of securities
to particular investors. We may also sell the securities offered through this prospectus through agents, including ordinary brokerage
transactions, block trades, placements, “at the market” transactions, put or call transactions or in any other way
not involving market makers or established markets, or through any of these methods. The applicable prospectus supplement will
set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers
or agents in connection with the offering, including:
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the name or names of any underwriters;
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the purchase price of the securities;
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any underwriting discounts and other items constituting underwriters’ compensation;
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any public offering price and the net proceeds we will receive from such sale;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities offered in the prospectus supplement may be listed.
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We may engage in at
the market offering into an existing trading market in accordance with Rule 415(a)(4). Any at the market offering will be through
an underwriter or underwriter acting as principal agent for us.
We may distribute our
securities from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined
as the prospectus supplement specifies, including at negotiated prices and in “at-the-market” offerings. We may sell
our securities through a rights offering, forward contracts or similar arrangements.
Any underwriting discounts
or other compensation which we pay to underwriters or agents in connection with the offering of our securities, and any discounts,
concessions or commissions which underwriters allow to dealers, will be set forth in the prospectus supplement. Underwriters may
sell our securities from time to time to or through dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of our securities may be deemed to be underwriters under the Securities
Act and any discounts or commissions they receive from us and any profit on the resale of our securities they realize may be deemed
to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified, and any
such compensation received from us, will be described in the applicable supplement to this prospectus. Unless otherwise set forth
in the supplement to this prospectus relating thereto, the obligations of the underwriters or agents to purchase our securities
will be subject to conditions precedent and the underwriters will be obligated to purchase all our offered securities if any are
purchased. The public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from
time to time.
Any common stock sold
pursuant to this prospectus and applicable prospectus supplement, will be eligible for trading on the Nasdaq Capital Markets or
such other stock exchange that our securities are trading upon at that time.
Underwriters and their
controlling persons, dealers and agents may be entitled, under agreements entered into with us to indemnification against and contribution
toward specific civil liabilities, including liabilities under the Securities Act.
The securities being
offered under this prospectus, other than our common stock, will be new issues of securities with no established trading market
and unless otherwise specified in the applicable prospectus supplement. It has not presently been established whether the underwriters,
if any, as identified in a prospectus supplement, will make a market in the securities. If the underwriters make a market in the
securities, the market making may be discontinued at any time without notice. We cannot provide any assurance as to the liquidity
of the trading market for the securities.
Unless the applicable
prospectus supplement states otherwise, the obligations of the underwriters to purchase the offered securities will be subject
to certain conditions contained in an underwriting agreement that we will enter into with the underwriters at the time of the sale
to them. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are
purchased, unless the applicable prospectus supplement says otherwise. Any initial public offering price and any discounts or concessions
allowed, reallowed or paid to dealers may be changed from time to time.
In connection with
any offering, the underwriters may purchase and sell securities in the open market. Any underwriter may engage in short sales,
over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the
Exchange Act. Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution
is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be. The underwriters may engage in these activities
on any exchange or other market in which the securities may be traded. If commenced, the underwriters may discontinue these activities
at any time.
To
the extent permitted by existing agreements, we may also sell securities from time to time pursuant to an “equity line of
credit”. In such event, we will enter into a common stock purchase agreement with the purchaser to be named therein, which
will be described in a Current Report on Form 8-K that we will file with the SEC. In that Form 8-K, we will describe the total
amount of securities that we may require the purchaser to purchase under the purchase agreement and the other terms of purchase,
and any rights that the purchaser is granted to purchase securities from us. In addition
to our issuance of shares of common stock to the equity line purchaser pursuant to the purchase agreement, this prospectus (and
the applicable prospectus supplement or post-effective amendment) also covers the resale of those shares from time to time by the
equity line purchaser to the public. The equity line purchaser will be considered an “underwriter” within the meaning
of Section 2(a)(11) of the Securities Act. Its resales may be effected through a number of methods, including without limitation,
ordinary brokerage transactions and transactions in which the broker solicits purchasers and block trades in which the broker or
dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to
facilitate the transaction. The equity line purchaser will be bound by various anti-manipulation rules of the Commission
and may not, for example, engage in any stabilization activity in connection with its resales of our securities and may not bid
for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted
under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
THE SECURITIES
WE MAY OFFER
We
may sell from time to time, in one or more offerings: common stock; preferred stock; debt securities; warrants; and/or units comprised
of any combination of the foregoing. The descriptions of the securities contained in this prospectus summarize the material general
terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement
relating to any securities the particular terms of the securities offered by that prospectus supplement. If we indicate in the
applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also
include in the prospectus supplement information, where applicable, about material United States federal income tax considerations
relating to the securities, and the securities exchange or market, if any, on which the securities will be listed.
The
terms of any securities we offer will be determined at the time of sale.
We
may issue debt securities that are exchangeable for and/or convertible into common stock or any of the other securities that may
be sold under this prospectus. When particular securities are offered by us, a supplement to this prospectus will be filed with
the Commission, which will describe the terms of the offering and sale of the offered securities.
The
following summary describes the material terms of our capital stock and is subject to, and qualified in its entirety by, our Certificate
of Incorporation and bylaws that are included as exhibits to certain of the documents incorporated by reference below and by the
provisions of applicable Delaware law. We refer you to the foregoing documents and to Delaware corporate law for a detailed description
of the provisions summarized below.
DESCRIPTION
OF COMMON STOCK
General
We
are authorized to issue 50,000,000 shares of common stock, $0.0001 par value. As of June 15, 2018, there were approximately 14,508,930
shares of common stock issued and outstanding held by approximately 84 holders of record.
If we offer shares
of our common stock for sale under this prospectus, we will provide a prospectus supplement that describes the terms of the offering,
including the number of shares offered and the offering price.
Voting Rights
Each
holder of common stock is entitled to one vote for each share held on all matters submitted to a vote of the stockholders.
Dividends
Subject
to the rights of the holders of any preferred stock, the holders of common stock are entitled to receive ratably such dividends
as may be declared by our board of directors out of funds legally available for dividends. We have not historically declared or
paid cash dividends on our common stock.
Other Rights
In
the event of a liquidation, dissolution or winding up of us, holders of our common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference, if any, of any then outstanding preferred stock. Holders
of our common stock are not entitled to preemptive rights and have no subscription, redemption or conversion privileges. All outstanding
shares of common stock are, and all shares of common stock issued by us in an offering under this prospectus and the applicable
prospectus supplement will be, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock
are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which our
board of directors may designate and that we may issue in one or more offerings under this prospectus or at other times in the
future.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, (212) 828-8436.
Listing
Our
common stock is listed on the Nasdaq Capital Market under the symbol “BHTG.” Any common stock we sell under this prospectus,
as it may be supplemented, will be listed on the Nasdaq Capital Market.
DESCRIPTION
OF PREFERRED STOCK
General
We
are authorized to issue up to 10,000,000 shares of preferred stock in one or more series, with such designations, preferences and
relative, participating, option and other special rights, qualifications, limitations or restrictions as determined by our board
of directors, without any further vote or action by our stockholders, including dividend rights, conversion rights, voting rights,
redemption rights and terms of redemption and liquidation preferences. As of June 15, 2018, we had 333,401 shares of Series A Redeemable
Convertible Preferred Stock, 1,111,200 shares of Series B Convertible Preferred Stock and 1,000,000 shares of Series C Convertible
Stock designated, of which 333,401, 428,333 and 427,500, respectively had been issued, of which 250,001, 0 and 427,500 were outstanding.
As a result of the Company’s uplisting to NASDAQ on April 9, 2018, all issued shares of the Series B Convertible Preferred
Stock converted into shares of Common Stock. On June 20, 2018, the Board of Directors of the Company approved the cancellation
of all unissued Series B Convertible Preferred Stock shares, which resulted in a total of 8,238,266 shares of preferred stock available
for designation.
Our
board may fix the number of shares constituting any series and the designations of these series by adopting a certificate of designation
relating to each series. The prospectus supplement relating to each series will specify the terms of the preferred stock, including:
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the number of shares we are offering;
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the offering price for those shares;
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the maximum number of shares in the series and the distinctive designation thereof;
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the terms on which dividends will be paid, if any;
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the terms on which the shares will be redeemed, if at all;
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the liquidation preference, if any;
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the terms of any retirement or sinking fund for the purchase or redemption of the shares of the series;
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the terms and conditions, if any, on which the shares of the series will be convertible into, or exchangeable for, shares of any other class or classes of capital stock;
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the voting rights, if any, on the shares of the series;
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any securities exchange or market on which the shares will be listed; and
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any other preferences and relative, participating, operation or other special rights or qualifications, limitations or restrictions of the shares
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You
should also refer to the applicable certificate of designation for complete information about the terms, preferences and rights
related to a particular series of our preferred stock, which we will incorporate as an exhibit to the registration statement of
which this prospectus is a part. The prospectus supplement will contain a description of United States federal income tax consequences
relating to the preferred stock, to the extent applicable.
Our
issuance of preferred stock may have the effect of delaying or preventing a change in control. Our issuance of preferred stock
could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect
the rights and powers, including voting rights, of the holders of common stock. The issuance of preferred stock could have the
effect of decreasing the market price of our common stock.
Series A Convertible Preferred Stock
The
shares of Series A Convertible Preferred Stock (the “Series A Shares”), as amended, are convertible at any time into
shares of Common Stock at the rate of one share of Common Stock for $5.00 of stated value of Series A Shares converted. The conversion
rate is subject to adjustment for stock splits, reclassification and issuance of certain Securities at a purchase price per share
below the conversion price. After the first year following the initial issuance of the Series A Shares, if the Company has a junior
financing that includes equity or equity-linked instruments, the holder of the Series A Shares may require the Company to redeem
Series A Shares in an amount equal to the lesser of 50% of the gross proceeds of the junior financing or 100% of the then outstanding
Series A Shares. The Series A Shares are entitled to receive dividends, payable quarterly commencing December 31, 2017, at the
annual rate of nine percent (9%). The Series A Shares rank senior to the Registrant’s Common Stock with respect to dividends,
distributions and payments on liquidation. The holder of the Series A Shares also has the right to require the Registrant to redeem
the Series A Shares for a minimum of 135% of the Conversion Amount, under certain circumstances, including, but not limited to
bankruptcy, defaults on the Series A Shares or other indebtedness.
Series C Convertible Preferred Stock
The
shares of Series C Convertible Preferred Stock (the “Series C Shares”) have a stated value of $10.00 per share and
are convertible, at the holder’s option, into the Company’s Common Stock at a conversion price of $4.75 per share.
The Series C Shares are non-redeemable, and votes together with the Common Stock at the rate of 4 votes per each share and accrues
dividends at 10.25% of the stated value outstanding.
DESCRIPTION
OF DEBT SECURITIES
General
The
debt securities that we may offer by this prospectus consist of notes, debentures, or other evidences of indebtedness. The
debt securities may constitute either senior or subordinated debt securities, and in either case may be either secured or unsecured. Any
debt securities that we offer and sell will be our direct obligations. Debt securities may be issued in one or more series. All
debt securities of any one series need not be issued at the same time, and unless otherwise provided, a series of debt securities
may be reopened, with the required consent of the holders of outstanding debt securities, for issuance of additional debt securities
of that series or to establish additional terms of that series of debt securities (with such additional terms applicable only to
unissued or additional debt securities of that series). The form of indenture has been filed as an exhibit to the registration
statement of which this prospectus is a part and is subject to any amendments or supplements that we may enter into with the trustee(s),
however, we may issue debt securities not subject to the indenture provided such terms of debt securities are not otherwise required
to be set forth in the indenture. The material terms of the indenture are summarized below and we refer you to the indenture for
a detailed description of these material terms. Additional or different provisions that are applicable to a particular series of
debt securities will, if material, be described in a prospectus supplement relating to the offering of debt securities of that
series. These provisions may include, among other things and to the extent applicable, the following:
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the title of the debt securities, including, as applicable, whether the debt securities will be issued as senior debt securities, senior subordinated debt securities or subordinated debt securities, any subordination provisions particular to the series of debt securities;
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any limit on the aggregate principal amount of the debt securities;
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whether the debt securities are senior debt securities or subordinated debt securities and applicable subordination provisions, if any;
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whether the debt securities will be secured or unsecured;
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if other than 100% of the aggregate principal amount, the percentage of the aggregate principal amount at which we will sell the debt securities, such as an original issuance discount;
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the date or dates, whether fixed or extendable, on which the principal of the debt securities will be payable;
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the rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if any, the date or dates from which any such interest will accrue, the interest payment dates on which we will pay any such interest, the basis upon which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months, and, in the case of registered securities, the record dates for the determination of holders to whom interest is payable;
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the place or places where the principal of and any premium or interest on the debt securities will be payable and where the debt securities may be surrendered for conversion or exchange;
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whether we may, at our option, redeem the debt securities, and if so, the price or prices at which, the period or periods within which, and the terms and conditions upon which, we may redeem the debt securities, in whole or in part, pursuant to any sinking fund or otherwise;
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if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the debt securities which will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if applicable, which is convertible or exchangeable;
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any obligation we may have to redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities, and the price or prices at which, the currency in which and the period or periods within which, and the terms and conditions upon which, the debt securities will be redeemed, purchased or repaid, in whole or in part, pursuant to any such obligation, and any provision for the remarketing of the debt securities;
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the issuance of debt securities as registered securities or unregistered securities or both, and the rights of the holders of the debt securities to exchange unregistered securities for registered securities, or vice versa, and the circumstances under which any such exchanges, if permitted, may be made;
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the denominations, which may be in United States Dollars or in any foreign currency, in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
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whether the debt securities will be issued in the form of certificated debt securities, and if so, the form of the debt securities (or forms thereof if unregistered and registered securities are issuable in that series), including the legends required by law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any other certificates which may be required under the indenture or which we may require in connection with the offering, sale, delivery or exchange of the debt securities;
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if other than United States Dollars, the currency or currencies in which payments of principal, interest and other amounts payable with respect to the debt securities will be denominated, payable, redeemable or repurchasable, as the case may be;
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whether the debt securities may be issuable in tranches;
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the obligations, if any, we may have to permit the conversion or exchange of the debt securities into common stock, preferred stock or other capital stock or property, or a combination thereof, and the terms and conditions upon which such conversion or exchange will be effected (including conversion price or exchange ratio), and any limitations on the ownership or transferability of the securities or property into which the debt securities may be converted or exchanged;
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if other than the trustee under the indenture, any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities;
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any deletions from, modifications of or additions to the events of default with respect to the debt securities or the right of the Trustee or the holders of the debt securities in connection with events of default;
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any deletions from, modifications of or additions to the covenants with respect to the debt securities;
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if the amount of payments of principal of, and make-whole amount, if any, and interest on the debt securities may be determined with reference to an index, the manner in which such amount will be determined;
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whether the debt securities will be issued in whole or in part in the global form of one or more debt securities and, if so, the depositary for such debt securities, the circumstances under which any such debt security may be exchanged for debt securities registered in the name of, and under which any transfer of debt securities may be registered in the name of, any person other than such depositary or its nominee, and any other provisions regarding such debt securities;
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whether, under what circumstances and the currency in which, we will pay additional amounts on the debt securities to any holder of the debt securities who is not a United States person in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts, and the terms of any such option;
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whether the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms of any related security, pledge or other agreements;
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the persons to whom any interest on the debt securities will be payable, if other than the registered holders thereof on the regular record date therefor; and
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any other material terms or conditions upon which the debt securities will be issued.
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Unless
otherwise indicated in the applicable prospectus supplement, we will issue debt securities in fully registered form without coupons
and in denominations of $1,000 and in integral multiples of $1,000, and interest will be computed on the basis of a 360-day year
of twelve 30-day months. If any interest payment date or the maturity date falls on a day that is not a business day, then the
payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally
scheduled date. “Business day” means any calendar day that is not a Saturday, Sunday or legal holiday in New York,
New York, and on which the trustee and commercial banks are open for business in New York, New York.
Unless we inform you
otherwise in a prospectus supplement, each series of our senior debt securities will rank equally in right of payment with all
of our other unsubordinated debt. The subordinated debt securities will rank junior in right of payment and be subordinate to all
of our unsubordinated debt.
Unless
otherwise indicated in the applicable prospectus supplement, the trustee will act as paying agent and registrar for the debt securities
under the indenture. We may act as paying agent under the indenture.
The
prospectus supplement will contain a description of United States federal income tax consequences relating to the debt securities,
to the extent applicable.
Covenants
The
applicable prospectus supplement will describe any covenants, such as restrictive covenants restricting us or our subsidiaries,
if any, from incurring, issuing, assuming or guarantying any indebtedness or restricting us or our subsidiaries, if any, from paying
dividends or acquiring any of our or its capital stock.
Consolidation,
Merger and Transfer of Assets
The
indenture permits a consolidation or merger between us and another entity and/or the sale, conveyance or lease by us of all or
substantially all of our property and assets, provided that:
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the resulting or acquiring entity, if other than us, is organized and existing under the laws of a United States jurisdiction and assumes all of our responsibilities and liabilities under the indenture, including the payment of all amounts due on the debt securities and performance of the covenants in the indenture;
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immediately after the transaction, and giving effect to the transaction, no event of default under the indenture exists; and
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we have delivered to the trustee an officers’ certificate stating that the transaction and, if a supplemental indenture is required in connection with the transaction, the supplemental indenture comply with the indenture and that all conditions precedent to the transaction contained in the indenture have been satisfied.
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If
we consolidate or merge with or into any other entity, or sell or lease all or substantially all of our assets in compliance with
the terms and conditions of the indenture, the resulting or acquiring entity will be substituted for us in the indenture and the
debt securities with the same effect as if it had been an original party to the indenture and the debt securities. As a result,
such successor entity may exercise our rights and powers under the indenture and the debt securities, in our name and, except in
the case of a lease, we will be released from all our liabilities and obligations under the indenture and under the debt securities.
Notwithstanding
the foregoing, we may transfer all of our property and assets to another entity if, immediately after giving effect to the transfer,
such entity is our wholly owned subsidiary. The term “wholly owned subsidiary” means any subsidiary in which we and/or
our other wholly owned subsidiaries, if any, own all of the outstanding capital stock.
Modification and Waiver
Under
the indenture, some of our rights and obligations and some of the rights of the holders of the debt securities may be modified
or amended with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities
affected by the modification or amendment. However, the following modifications and amendments will not be effective against any
holder without its consent:
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a change in the stated maturity date of any payment of principal or interest;
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a reduction in the principal amount of or interest on any debt securities;
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an alteration or impairment of any right to convert at the rate or upon the terms provided in the indenture;
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a change in the currency in which any payment on the debt securities is payable;
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an impairment of a holder’s right to sue us for the enforcement of payments due on the debt securities; or
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a reduction in the percentage of outstanding debt securities required to consent to a modification or amendment of the indenture or required to consent to a waiver of compliance with certain provisions of the indenture or certain defaults under the indenture.
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Under
the indenture, the holders of not less than a majority in aggregate principal amount of the outstanding debt securities may, on
behalf of all holders of the debt securities:
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waive compliance by us with certain restrictive provisions of the indenture; and
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waive any past default under the indenture in accordance with the applicable provisions of the indenture, except a default in the payment of the principal of or interest on any series of debt securities.
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Events of Default
Unless
we indicate otherwise in the applicable prospectus supplement, “event of default” under the indenture will mean, with
respect to any series of debt securities, any of the following:
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failure to pay interest on any debt security for 30 days after the payment is due;
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failure to pay the principal of any debt security when due, either at maturity, upon redemption, by declaration or otherwise;
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failure on our part to observe or perform any other covenant or agreement in the indenture that applies to the debt securities for 90 days after we have received written notice of the failure to perform in the manner specified in the indenture; and
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certain events of bankruptcy, insolvency or reorganization.
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Remedies Upon
an Event of Default
If
an event of default occurs and continues, the trustee or the holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of such series may declare the entire principal of all the debt securities to be due and payable immediately,
except that, if the event of default is caused by certain events in bankruptcy, insolvency or reorganization, the entire principal
of all of the debt securities of such series will become due and payable immediately without any act on the part of the trustee
or holders of the debt securities. If such a declaration occurs, the holders of a majority of the aggregate principal amount of
the outstanding debt securities of such series can, subject to conditions, rescind the declaration.
The
indenture requires us to furnish to the trustee not less often than annually, a certificate from our principal executive officer,
principal financial officer or principal accounting officer, as the case may be, as to such officer’s knowledge of our compliance
with all conditions and covenants under the indenture. The trustee may withhold notice to the holders of debt securities of any
default, except defaults in the payment of principal of or interest on any debt securities if the trustee in good faith determines
that the withholding of notice is in the best interests of the holders. For purposes of this paragraph, “default” means
any event which is, or after notice or lapse of time or both would become, an event of default under the indenture.
The
trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any
holders of debt securities, unless the holders offer the trustee satisfactory security or indemnity. If satisfactory security or
indemnity is provided, then, subject to other rights of the trustee, the holders of a majority in aggregate principal amount of
the outstanding debt securities may direct the time, method and place of:
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conducting any proceeding for any remedy available to the trustee; or
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exercising any trust or power conferred upon the trustee.
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The
holder of a debt security will have the right to begin any proceeding with respect to the indenture or for any remedy only if:
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the holder has previously given the trustee written notice of a continuing event of default;
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the holders of not less than a majority in aggregate principal amount of the outstanding debt securities have made a written request of, and offered reasonable indemnity to, the trustee to begin such proceeding;
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the trustee has not started such proceeding within 60 days after receiving the request; and
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no direction inconsistent with such written request has been given to the trustee under the indenture.
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However,
the holder of any debt security will have an absolute right to receive payment of principal of and interest on the debt security
when due and to institute suit to enforce this payment.
Satisfaction and Discharge; Defeasance
Satisfaction
and Discharge of Indenture. Unless otherwise indicated in the applicable prospectus supplement, if at any time,
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we have paid the principal of and interest on all the debt securities of any series, except for debt securities which have been destroyed, lost or stolen and which have been replaced or paid in accordance with the indenture, as and when the same shall have become due and payable, or
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we have delivered to the trustee for cancellation all debt securities of any series theretofore authenticated, except for debt securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in the indenture, or
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all the debt securities of such series not theretofore delivered to the trustee for cancellation have become due and payable, or are by their terms are to become due and payable within one year or are to be called for redemption within one year, and we have deposited with the trustee, in trust, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any other sums due on the debt securities, on the dates the payments are due or become due under the indenture and the terms of the debt securities,
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then the indenture
shall cease to be of further effect with respect to the debt securities of such series, except for:
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rights of registration of transfer and exchange, and our right of optional redemption;
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substitution of mutilated, defaced, destroyed, lost or stolen debt securities;
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rights of holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any;
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the rights, obligations and immunities of the trustee under the indenture; and
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the rights of the holders of such series of debt securities as beneficiaries thereof with respect to the property so deposited with the trustee payable to all or any of them.
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Defeasance
and Covenant Defeasance. Unless otherwise indicated in the applicable prospectus supplement, we may elect with respect
to any debt securities of any series either:
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to defease and be discharged from all of our obligations with respect to such debt securities (“defeasance”), with certain exceptions described below; or
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to be released from our obligations with respect to such debt securities under such covenants as may be specified in the applicable prospectus supplement, and any omission to comply with those obligations will not constitute a default or an event of default with respect to such debt securities (“covenant defeasance”).
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We
must comply with the following conditions before the defeasance or covenant defeasance can be effected:
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we must irrevocably deposit with the indenture trustee or other qualifying trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the trustee, trust funds in trust solely for the benefit of the holders of such debt securities, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any other sums on the due dates for those payments; and
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we must deliver to the trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of defeasance or covenant defeasance, as the case may be, to be effected with respect to such debt securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such defeasance or covenant defeasance, as the case may be, had not occurred.
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In
connection with defeasance, any irrevocable trust agreement contemplated by the indenture must include, among other things, provision
for:
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payment of the principal of and interest on such debt securities, if any, appertaining thereto when due (by redemption, sinking fund payments or otherwise),
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the payment of the expenses of the trustee incurred or to be incurred in connection with carrying out such trust provisions,
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rights of registration, transfer, substitution and exchange of such debt securities in accordance with the terms stated in the indenture, and
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continuation of the rights, obligations and immunities of the trustee as against the holders of such debt securities as stated in the indenture.
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The
accompanying prospectus supplement may further describe any provisions permitting or restricting defeasance or covenant defeasance
with respect to the debt securities of a particular series.
Global Securities
Unless
otherwise indicated in the applicable prospectus supplement, each debt security offered by this prospectus will be issued in the
form of one or more global debt securities representing all or part of that series of debt securities. This means that we will
not issue certificates for that series of debt securities to the holders. Instead, a global debt security representing that series
will be deposited with, or on behalf of, a securities depositary and registered in the name of the depositary or a nominee of the
depositary. Any such depositary must be a clearing agency registered under the Exchange Act. We will describe the specific terms
of the depositary arrangement with respect to a series of debt securities to be represented by a global security in the applicable
prospectus supplement.
Notices
We
will give notices to holders of the debt securities by mail at the addresses listed in the security register. In the case of notice
in respect of unregistered securities or coupon securities, we may give notice by publication in a newspaper of general circulation
in New York, New York.
Governing Law
The
particular terms of a series of debt securities will be described in a prospectus supplement relating to such series of debt securities.
Any indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended, and may be supplemented or amended
from time to time following their execution. Unless otherwise stated in the applicable prospectus supplement, we will not be limited
in the amount of debt securities that we may issue, and neither the senior debt securities nor the subordinated debt securities
will be secured by any of our property or assets. Thus, by owning debt securities, you are one of our unsecured creditors.
Regarding the
Trustee
From
time to time, we may maintain deposit accounts and conduct other banking transactions with the trustee to be appointed under the
indenture or its affiliates in the ordinary course of business.
DESCRIPTION
OF WARRANTS
We
may offer to sell warrants from time to time. If we do so, we will describe the specific terms of the warrants in a prospectus
supplement. In particular, we may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one
or more series. We may also issue warrants independently or together with other securities and the warrants may be attached to
or separate from those securities.
We
will evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We will enter into
the warrant agreement with a warrant agent. We will indicate the name and address of the warrant agent in the applicable prospectus
supplement relating to a particular series of warrants.
We
will describe in the applicable prospectus supplement the terms of the series of warrants, including:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreement and warrants may be modified;
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certain United States federal income tax consequences of holding or exercising the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific material terms, preferences, rights or limitations of or restrictions on the warrants.
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Holders
may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with other requested
information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth in the applicable prospectus supplement the information that the holder of the warrant
will be required to deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the office of the warrant agent
or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon
such exercise. If a holder exercises fewer than all of the warrants represented by the warrant certificate, then we will issue
a new warrant certificate for the remaining amount of warrants.
Holder
will not have any of the rights of the holders of the securities purchasable upon the exercise of warrants until you exercise them.
Accordingly, holder will not be entitled to, among other things, vote or receive dividend payments or similar distributions on
the securities you can purchase upon exercise of the warrants.
The
information provided above is only a summary of the terms under which we may offer warrants for sale. Accordingly, investors must
carefully review the applicable warrant agreement for more information about the specific terms and conditions of these warrants
before investing in us. In addition, please carefully review the information provided in the applicable prospectus supplement,
which contains additional information that is important for you to consider in evaluating an investment in our securities.
LEGAL MATTERS
Certain legal matters
with respect to the validity of the securities offered under this prospectus and any supplement hereto will be passed upon for
us by Kane Kessler, P.C., New York, New York. Counsel for any underwriter or agents will be noted in the applicable prospectus
supplement.
EXPERTS
The consolidated financial
statements as of and for the year ended December 31, 2017 and 2016 of BioHiTech Global, Inc. as of December 31, 2017 and 2016 incorporated
by reference in this prospectus have been so incorporated in reliance on the report of Marcum LLP, an independent registered public
accounting firm, incorporated herein by reference, given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly
and special reports, proxy statements and other information with the SEC. You may read and copy any documents that we have filed
with the Commission at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission
at 1-800-SEC-0330 for further information on the public reference room. Our Securities and Exchange Commission filings are also
available to the public at the Securities and Exchange Commission’s website at http://www.sec.gov.
This prospectus is
part of a registration statement that we filed with the SEC. This prospectus and any subsequent prospectus supplements do not contain
all of the information in the registration statement as permitted by the rules and regulations of the Commission. You can obtain
a copy of the registration statement from the Commission at the address listed above or from the Commission’s web site listed
above.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The Commission allows
us to “incorporate by reference” some of the documents we file with it into this prospectus, which means:
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we can disclose important information to you by referring you to those documents;
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the information incorporated by reference is considered to be part of this prospectus; and
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later information that we file with the SEC will automatically update and supersede this incorporated information.
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We incorporate by reference
the documents listed below, which were filed with the Commission under the Exchange Act:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on April 2, 2018;
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Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, September 30, 2017 and June 30, 2017, filed with the Commission on May 15, 2018, November 14, 2017 and August 14, 2017, respectively.
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Our Current Reports on Form 8-K filed with the Commission on April 4, 2018, April 5. 2018, May 16, 2018 and June 22, 2018.
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All of our filings pursuant to the Exchange Act after the date of filing this initial registration statement and prior to the effectiveness of this registration statement; and
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All documents filed
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (not including any information furnished under Item 2.02 or Item 7.01
of Form 8-K, which information is not incorporated by reference herein), after the date of this prospectus and prior to the termination
of this offering shall be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the
date they are filed. In addition, all documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of the initial registration statement and prior to the effectiveness of the registration statement of which this prospectus
forms a part shall be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the date
they are filed.
You should assume that
the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial position
and results of operations may have changed since that date.
We will provide without
charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request of that
person, a copy of any and all of the information that has been incorporated by reference in this prospectus (excluding exhibits
unless specifically incorporated by reference into those documents). Please direct requests to us at the following address:
BIOHITECH GLOBAL, INC.
80 Red Schoolhouse Road, Suite 101
Chestnut Ridge, NY 10972
(845) 262-1081
BIOHITECH
GLOBAL, INC.
$50,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
PROSPECTUS
We have not authorized any dealer, salesperson
or other person to give you written information other than this prospectus or to make representations as to matters not stated
in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or
our solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the
delivery of this prospectus nor any of the sales made hereunder after the date of this prospectus shall create an implication that
the information contained herein or our affairs have not changed since the date hereof.
4,550,000 Shares of Common Stock
PROSPECTS SUPPLEMENT
Lead Book-running Manager
Maxim Group LLC
Co-Book Runner
Spartan Capital Securities, LLC
The date of this prospectus is July 28,
2020
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