UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 24, 2020

BIOHITECH GLOBAL, INC.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act: 

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 January 24, 2020, BioHiTech Global, Inc. (the “Registrant”) received a fully executed Product and Service Supply Agreement (the “Agreement”) with Carnival Corporation, Carnival plc and specific of their operating companies (“Buyer”). Under the Agreement, the Registrant, through its wholly owned subsidiary BioHiTech America, LLC (“Seller”) agreed to sell its Revolution Series Digesters at volume pricing initially based upon a tier between 200 and 400 digesters over a term extending through November 30, 2023. In the event that Buyer fails to reach the discount tier pricing initially utilized in selling digesters, Buyer is obligated to pay Seller an amount equal to the difference between the appropriate discount tier pricing and the actual price paid. In the event that Buyer exceeds the discount tier pricing initially utilized in selling digesters, Seller is obligated to credit Buyer an amount equal to the difference between the appropriate discount tier pricing and the actual price paid. A copy of the Agreement is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference. 

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.