UNITED STATES SECURITIES AND EXCHANGE
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 17, 2017
(formerly known as Swift Start Corp.)
(Exact Name of Registrant as Specified in
|(State of Organization)
||(Commission File Number)
||(I.R.S. Employer Identification No.)|
80 Red Schoolhouse Road, Suite 101,
Chestnut Ridge, NY 10977
(Address of principal executive offices)
Registrant’s telephone number, including
area code: 845-262-1081
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|¨||Soliciting material pursuant to Rule 14a-12 under the
Merger Act (17 CFR 240.14a-12)
|¨||Pre-commencement communications pursuant to Rule 14d-2(b)
under the Merger Act (17 CFR 240.14d-2(b))
|¨||Pre-commencement communications pursuant to Rule 13e-4(c)
under the Merger Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On August 17, 2017, BioHiTech Global, Inc.
(the “Registrant”) completed a private placement offering (the “Offering) which, including over allotments, provided
for an offering up to $2,000,000 in “Units” (as that term is defined below). As previously reported, on July 6, and
7, 2017 and on August 17, 2017, the Registrant received gross proceeds of $2,000,000 from the Offering, including $140,000 of payments
in kind, which occurred from twenty-one (21) investors, including two (2) related parties who invested $325,000.
In connection with the Offering, the Registrant
entered into a series of Securities Purchase Agreements (the “Purchase Agreement”) with each accredited investor (the
“Investors”), pursuant to which the Registrant agreed to sell and the Investors agreed to purchase units comprised
of a mandatorily Convertible Promissory Note (the “Note”) and Warrants (the “Warrants”) to purchase shares
of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”). Each Note bears interest
at the rate of 8% per annum and is due on the earlier of: (i) July 6, 2019; (ii) the date the Common Stock is listed on The Nasdaq
Stock Market or NYSE MKT (the “Listing”); or (iii) a “Change of Control” of the Registrant which is defined
as a liquidation, dissolution, winding up, change in voting control, or sale of all or substantially all of the Registrant’s
assets (the “Maturity”). At Maturity, each Note is convertible into shares of Common Stock equal to the outstanding
principal amount under the Note, plus any accrued and unpaid interest, divided by a conversion price (the “Conversion Price”)
equal to the lowest of: (i) the trading price on the date of the Listing; (ii) the price per share paid by investors in a subsequent
underwritten public offering in connection with the Listing; (iii) the lowest price paid by investors in a subsequent offering
of the Registrant’s securities; (iv) the per share price in a Change of Control transaction; or (v) $2.75 per share. Prior
to maturity, an Investor may elect, at its option and in its sole discretion, to convert all or a portion of the outstanding principal
amount under the Note, plus any accrued and unpaid interest, into a number of shares of Common Stock at a conversion price equal
to $2.75 per share. The Warrants are exercisable for a period of five years into a number of shares of Common Stock equal to the
number of shares of Common Stock into which such Investor’s Note is convertible at an exercise price equal to 120% of the
Conversion Price. The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding
of their terms and provisions, reference should be made to the Purchase Agreement attached as Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on July 12, 2017. A copy of the Form of Note and the Form of Warrant are attached to the Registrant’s
Current Report on Form 8-K filed on July 12, 2017 as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.
The Registrant did not engage a placement agent
and no compensation was paid in the offering.
This Current Report on Form 8-K contains
forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the dilution to
current stockholders as a result of the potential purchase price discount offered to the Investors, and the market overhang of
shares available for sale that may develop as a result of the subsequent sale by the Investors of the shares of Common Stock underlying
the Notes and the Warrants, as well as other risks detailed from time to time in the Registrant’s periodic filings with
the Securities and Exchange Commission.
Item 3.02. Unregistered Sales of Equity Securities.
The information required to be disclosed
in this Item 3.02 is incorporated herein by reference from Item 1.01.
The Units, Notes and Warrants were offered
and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the
exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder.
Each of the offerings was made to an “accredited investor” (as defined by Rule 501 under the Securities Act). In addition,
the sale of securities did not involve a public offering; the Registrant made no solicitation in connection with the sale other
than communications with the investor; the Registrant obtained representations from the investor regarding its investment intent,
experience and sophistication; and the investor either received or had access to adequate information about the Registrant in
order to make an informed investment decision. The Notes and Warrants and the Common Stock issuable upon conversion of the Notes
and exercise of the Warrants, have not been registered under the Securities Act or any other applicable securities laws, and unless
so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements
of the Securities Act.
PURSUANT TO THE REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
|Date: August 21, 2017
||BIOHITECH GLOBAL, INC.|
||/s/ Brian C. Essman|
||Name: Brian C. Essman|
||Title: Treasurer and Chief Financial Officer|