RENOVARE ENVIRONMENTAL, INC. - Quarter Report: 2018 March (Form 10-Q)

(Exact name of registrant as specified in its charter)

(845) 262-1081

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   x     No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨     No   x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 

BioHiTech Global, Inc. and Subsidiaries

TABLE OF CONTENTS

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

See accompanying notes to unaudited interim consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

See accompanying notes to unaudited interim consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

Note 17 includes supplemental cash flow information, non-cash investing and financing activities and changes in operating assets and liabilities.

See accompanying notes to unaudited interim consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)

See accompanying notes to unaudited interim consolidated financial statements. 

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Note 1. Basis of Presentation and Going Concern

Nature of Operations - BioHiTech Global, Inc. (the “Company” or “BioHiTech”) through its wholly-owned subsidiaries, BioHiTech America, LLC, BioHiTech Europe Limited, BHT Financial, LLC, E.N.A. Renewables LLC (formerly Entsorga North America, LLC) and New Windsor Resource Recovery LLC, (collectively “subsidiaries”) offers its customers cost-effective and technologically innovative advancements integrating technological, biological and mechanical engineering solutions for the control, reduction and / or reuse of organic and municipal waste.

Basis of Presentation - The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, for the years ended December 31, 2017 and 2016 included within the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 2, 2018. The financial information as of December 31, 2017 presented hereto is derived from the audited consolidated financial statements presented in the Company’s audited consolidated financial statements for the year ended December 31, 2017. The interim results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods.

Reclassifications to certain prior period amounts have been made to conform to current period presentation. These reclassifications have no effect on previously reported net loss.

Going Concern and Liquidity – For the three months ended March 31, 2018, the Company had a net loss of $5,220,791, incurred a consolidated loss from operations of $1,327,489 and used net cash in consolidated operating activities of $2,000,527. For the year ended December 31, 2017, the Company had a net loss of $8,350,527, incurred a consolidated loss from operations of $6,564,070 and used net cash in consolidated operating activities of $4,772,950. At March 31, 2018, consolidated stockholders’ equity amounted to $542,238 and the Company had consolidated working capital of $1,307,286. At December 31, 2017, consolidated stockholders’ deficit amounted to $11,016,724 and the Company had a consolidated working capital deficit of $1,755,061. The Company does not yet have a history of financial stability driven by operational profits. Historically, the principal source of liquidity has been the issuance of debt and equity securities. These factors raised substantial doubt about the Company’s ability to continue as a going concern.

On April 4, 2018, the Company was approved by Nasdaq to list its common stock on the Nasdaq Capital Market and commenced trading on April 9, 2018. As a result of trading on the Nasdaq Capital Market, certain of the Company’s financial instruments with a face value of $7,516,665 and accrued interest or dividends totaling $409,645 mandatorily converted to 2,430,497 and 95,293 shares, respectively, of the Company’s common stock in accordance with the pricing provided by the instruments. These financial instruments include:

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

In addition, the Company, as provided by the various agreements will pay $409,645 in accrued interest and dividends with 95,293 shares of the Company’s common stock based on the closing market price on the day preceding the uplisting.

In early February 2018, the Company completed the following series of transactions:

In addition to the transactions, above, stockholders’ equity was impacted by the following that occurred during the three months ended March 31, 2018:

After giving effect for the cash raised through March 31, 2018, the current cash balance of $1,994,322 and its effect on the working capital of the Company that amounts to $1,307,286 as of March 31, 2018, along with the Company’s projected cash burn that also factors in the conversion of debt and related interest into common stock of the Company, management believes that the Company will be able to continue as a going concern for at least twelve months following the issuance of this Quarterly Report on Form 10-Q. Our projected cash burn also factors in increases in revenues from our firm rental contracts and our recently awarded management agreement with Gold Medal Holdings, Inc. and the reduction in certain discretionary expenses relating to investment banking, investor relations and market consulting and in other professional fees. While not factored into the Company’s cash burn, the Company continuously seeks additional sources of funds through debt and equity offerings to fund future development projects and strategic initiatives, each of which, management has the ability to accelerate or curtail based upon available funding.

The combination of improved financial position, a reduction in cash utilized in operations, an expansion of its revenue base including management fees from its investment in unconsolidated entities, along with an improvement in the Company’s working capital and debt/capital structure are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern.

Note 2. Summary of Significant Accounting Policies

Use of Estimates — The preparation of consolidated financial statements, in conformity with GAAP requires the extensive use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Estimates are used when accounting for items and matters including, but not limited to, allowance for uncollectible accounts receivable, obsolete, slow moving and excess inventory, asset valuations, including intangibles, and useful lives, employee benefits, taxes and other provisions and contingencies.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Foreign Operations — Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates. Income and expense items are translated at the average rates during the respective periods. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of other comprehensive income (loss) while transaction gains and losses are recorded in net earnings (loss). Deferred taxes are not provided on cumulative foreign currency translation adjustments as the Company presently expects foreign earnings to be permanently reinvested.

The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”) within the normal course of its business in in the United Kingdom on merchandise and/or services it acquires. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, then the difference is remitted to the government, usually on a monthly basis. If the input VAT exceeds the output VAT, this creates a VAT receivable. The Company either requests a refund of this VAT receivable or applies the balance to expected future VAT payables.

Product and Services Revenue Recognition — The Company’s significant accounting policies are described in "Note 2: Summary of Significant Accounting Policies" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company’s significant accounting policy relating to revenue recognition reflects the impact of the adoption of ASC 606, defined below, implemented on January 1, 2018. The Company records revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), which require that we:

1. Identify the contract with a customer;

2. Identify the performance obligations in the contract;

3. Determine the transaction price of the contract;

4. Allocate the transaction price to the performance obligations in the contract;

5. Recognize revenue when the performance obligations are met or delivered.

Product sales are on terms which transfer title and risk of loss at a specified location, which may be the Company’s warehouse, a destination designated by the customer, port of loading or port of discharge, depending on the final destination of the goods. Other than standard product warranty provisions, the Company’s sales arrangements provide for no other post-shipment obligations.

Rental, service and maintenance revenues relating to the Company’s rental agreements involve providing use of the Company’s digesters at customer locations, access to our software as a service and preventative maintenance over the term. The agreements generally provide for flat monthly payments that the Company believes are consistent with our costs and obligations underlying the agreements.

Management advisory fees are based upon the passage of time and do not have any measurable performance measures that would require the Company to recognize revenues and costs other than on a passage of time and as incurred basis.

The adoption of Topic 606 did not have a material impact on the timing or amounts of revenue recognized in the Company’s unaudited condensed consolidated financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2018. Furthermore, the Company expects the impact of the adoption of the new standard to be immaterial to our revenue and gross profit on an ongoing basis. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Fair Value Measurements — Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. The three-tier value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Investments in Unconsolidated Entities —The Company utilizes the equity method of accounting for investments in companies if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of net income or loss is included in the Company’s consolidated operations as earning or loss from unconsolidated equity basis investments.

Deferred Financing Costs — Deferred financing costs relating to issued debt are included as a reduction to the applicable debt and amortized as interest expense over the term of the related debt instruments.

Income Taxes — Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given provisions of enacted laws. Deferred income tax provisions and benefits are based on changes to the asset or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which it operates, estimates the future taxable income and available tax planning strategies. If tax regulations, operating results or the ability to implement tax planning and strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more than likely” criteria.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Loss per Share — The Company computes basic loss per share using the weighted-average number of shares of common stock outstanding and diluted loss per share, while the diluted loss per share also includes the effects of dilutive instruments using the “treasury method.” Dividend attributable to preferred stock, whether declared or accrued, are deducted from income attributable to common shareholders for purposes of earnings per share.

The Company’s potential dilutive instruments include options, convertible debt and warrants. These instruments have not been considered in the calculation of diluted loss per share as they are anti-dilutive for the reported periods.

Note 3. Accounts Receivable, net

Accounts receivable consists of the following:

Note 4. Inventory

Inventory, comprised of finished goods and parts or assemblies, consist of the following:

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Note 5. Equipment on Operating Leases, net

Equipment on operating leases consist of the following:

During the three months ended March 31, 2018 and 2017, depreciation expense included in cost of revenue, amounted to $85,044 and $74,580, respectively.

The Company is a lessor of Revolution and Eco Safe Series digester units under non-cancellable operating lease agreements expiring through February 2023. During the three months ended March 31, 2018 and 2017, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $287,628 and $202,465, respectively. The minimum future estimated contractual payments to be received under these leases as of March 31, 2018 is as follows:

Note 6. Equipment, Fixtures and Vehicles, net

Equipment, fixtures and vehicles consist of the following:

During the three months ended March 31, 2018 and 2017, depreciation expense amounted to $8,166 and $5,274, respectively.

Note 7. Investments in Unconsolidated Entities

Entsorga West Virginia LLC - Effective January 1, 2017, subject to approval by the EWV bond trustee, which was granted on March 20, 2017, the Company executed several agreements to acquire up to approximately a 40% interest in Entsorga West Virginia LLC (“EWV”) from the original investors at their original purchase price of $60,000 for each 1% of interest in EWV. The agreement provided for a required investment of $1,034,028, representing a 17.2% interest, with the remaining 23.1% being at the option of the Company. On March 21, 2017, the Company completed the required investment acquisition of $1,034,028 for a 17.2% interest, which is recognized utilizing the equity method of accounting.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Summarized financial information for EWV is as follows:

EWV has financed the development and construction of the facility through $25,000,000 in Solid Waste Disposal Revenue Bonds issued by the West Virginia Economic Development Authority (the “Bonds”). In connection with the Bonds, each member has been required to pledge their membership interest in EWV to the Bond trustee as collateral of the Bonds. While each member has pledged their membership interests to the Bond Trustee, there is no obligation that each member provide additional investment in the future or support any losses incurred.

Gold Medal Group, LLC – On January 25, 2018, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) to acquire 9.2% of the outstanding membership units (the “Units”) of Gold Medal Group, LLC (“GM Group”), which is the owner of a traditional waste management entity. Pursuant to the Purchase Agreement, the Company acquired the Units from two unrelated parties in consideration $2,250,000 paid through the issuance of 500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Purchase Agreement contains customary provisions, including representations, warranties, indemnities and “piggyback” registration rights, and closed upon the satisfaction of customary closing conditions. In addition to the Company’s Option Agreement to acquire additional units, should the other Unit holder invest additional funds into GM Group, without additional funds from the Company, the Company’s ownership interest may be diluted.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Also, on January 25, 2018, the Company entered into a Letter Agreement (the “Option Agreement”) with GM Group. Pursuant to the Option Agreement, ENA may purchase up to 5,000,000 additional Units of GM Group at an aggregate purchase price of $5,000,000, provided that the Registrant’s Common Stock, if it is still publicly traded, is listed on a national exchange, which occurred on April 9, 2018 with the Company’s listing on The Nasdaq Capital Market.

The Company also entered into the Advisory Services Agreement (the “Advisory Agreement”) with Gold Medal Holdings, Inc. (“Holdings”). Pursuant to the Advisory Services Agreement, the Registrant will provide Holdings with advisory services relating to corporate development, strategic planning, operational and sales oversight and other general administrative and support services, as more particularly described within the Advisory Agreement. As consideration for providing these services, the Company, will be compensated with an annual advisory services fee equal to the greater of (i) $750,000 and (ii) 10% of Holdings’ annual ordinary earnings before interest, taxes, depreciation and amortization. The initial term of the Advisory Agreement is for one year. Fees relating to this contract are reported as revenue; related costs are included in operating expenses.

As a result of its investment in GM Group and the Advisory Agreement, the Company has determined that it has the ability to exercise significant influence, but not control, over operating and financial policies of the investee, accordingly, the investment is carried utilizing the equity method of accounting, which will be applied utilizing a three-month lag in reporting periods. As a result, Company’s proportionate share of net income or loss will first be included in the Company’s consolidated operations as earning or loss from unconsolidated affiliates during the quarter ended June 30, 2018.

Note 8. MBT Facility Development and License Costs

MBT Facility Development Costs - On March 1, 2017 the Town Counsel of New Windsor, NY approved, the sale of 12 acres of property to the Company for the development of a Mechanical Biological Treatment (“MBT”) facility, for which the agreement was executed on April 10, 2017. The purchase price of the property is $1,092,000, subject to reduction for option payments made by the Company in the monthly amount of $3,500 for the first 12 months and $6,000 per month for the following 12 months, until the closing. The purchase of the property is contingent upon the Company obtaining: necessary permits to allow construction of a Mechanical Biological Treatment (“MBT”) facility; approvals from state and local authorities; financing for the construction of the MBT facility; contracts for offtake of solid recovered fuel; and the satisfaction of the Company’s due diligence investigation of the property. The contract also contains customary representations warranties and covenants of the parties for like transactions.

The capitalized costs related to the New Windsor, NY site is as follows:

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

License Costs - On November 1, 2017, BioHiTech Global, Inc. and its wholly-owned subsidiary E.N.A. Renewables LLC, entered into a Technology License Agreement (the “License Agreement”) with Entsorgafin S.p.A. (“Entsorga”) whereby the Company acquired a license for the design, development construction, installation and operation of a High Efficiency Biological Treatment (“HEBioT”) renewable waste facility with a capacity of 165,000 tons per year. The patented HEBioT technology converts mixed municipal and organic waste to a US Environmental Protection Agency recognized alternative fuel source.

The royalty payment for the license amounted to $6,019,200, which was comprised of 1,035,905 shares of the Company’s common stock, par value $0.0001 per share and cash payments in an amount up to $839,678 for Entsorga’s withholding taxes in the Unites States and Italy. The Company also entered into a Registration Rights Agreement with Entsorga whereby the Company granted Entsorga certain piggy-back and demand registration rights with respect to the Shares. This Technology License Agreement can be utilized in the Company’s project at the New Windsor, NY site or any other site and will be amortized once the facility is in operation. 

Note 9. Risk Concentrations

The Company operates as a single segment on a worldwide basis through its subsidiaries, resellers and independent sales agents. Gross revenues and net non-current tangible assets on a domestic and international basis is as follows:

Credit risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institutions. At times, the Company’s cash may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) in the USA and the Financial Conduct Authority (“FCA”) in the UK insurance limits. During the periods presented, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Major customers — During the three months ended March 31, 2018, one customer represented at least 10% of revenues, accounting for 22% (Gold Medal Holdings, Inc., an unconsolidated affiliate) of revenues. During the three months ended March 31, 2017, two customers represented at least 10% of revenues, accounting for 14% and 12% of revenues.

As of March 31, 2018, no customers represented at least 10% of accounts receivable. As of December 31, 2017, no customers represented at least 10% of accounts receivable.

Vendor concentration — During the three months ended March 31, 2018, two vendors represented at least 10% of costs of revenue, accounting for 37% and 16% of the combined cost of revenues and change in inventory. During the three months ended March 31, 2017, two vendors represented at least 10% of costs of revenue, accounting for 30% and 12% of the combined cost of revenues and change in inventory.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

As of March 31, 2018, two vendors represented at least 10% of accounts payable, accounting for 21% (a 1.3% shareholder) and 13% of accounts payable. As of December 31, 2017, three vendors represented at least 10% of accounts payable, accounting for 19% (BioHiTech International, Inc., a related party), 19% and 18% (a 1.3% shareholder) of accounts payable.

Note 10. Related Party Transactions

Related parties include Directors, Senior Management Officers, and shareholders, plus their immediate family, who own a 5% or greater ownership interest at the time of a transaction. The table below presents the face amount of direct related party assets and liabilities and other transactions or conditions as of or during the periods indicated.

The table below presents direct related party expenses or transactions for the periods indicated. Compensation and related costs for employees of the Company are excluded from the table below.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Note 11. Line of Credit, Notes Payable, Advance, Promissory Note, Convertible Promissory Notes and Long-Term Debt

Notes, lines, advances and long-term debts are comprised of the following:

Line of Credit — In a series of transactions, on February 2, 2018, in connection with its $5,000,000 gross proceeds financing with Michaelson Capital Special Finance Fund II, L.P., the Company utilized a portion of the proceeds to pay off, in-full, and close out an existing line of credit with Comerica Bank (“Comerica”) that was payable and secured by the assets of the Company’s subsidiary, BioHiTech America, LLC. Also, in connection with and in accordance with the MCSFF financing, on February 2, 2018, the Company’s subsidiary, BHT Financial, LLC (“BHTF”) entered into a new Credit Agreement (the “Credit Agreement”) and a Master Revolving Note (the “Note”) with Comerica that provides for a facility of up to $1,000,000, secured by the assets of BHTF. The Note line does not have any financial covenants, carries interest at the rate of 3%, plus either the Comerica prime rate or a LIBOR-based rate, (5.88% as of March 31, 2018) and matures on January 1, 2020. The line of credit is secured by the assets of BHTF and is personally guaranteed by the Company’s Chief Executive Officer, Frank E. Celli and James C Chambers, a director.

As of March 31, 2018, the $1,000,000 balance outstanding is presented net of $26,000 in gross costs associated with the financing, net of $844 in amortization calculated on the effective interest method, which is included in interest expense.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Michaelson Senior Secured Term Promissory Financing – On February 2, 2018, the Company and several of the Company’s wholly-owned subsidiaries entered into and consummated a Note Purchase and Security Agreement (the “Purchase Agreement”) with Michaelson Capital Special Finance Fund II, L.P. (“ MCSFF ”) to issue a senior secured term promissory note in the principal amount of Five Million Dollars ($5,000,000) (the “Note”). The Note is not convertible and accrues interest at the rate of 10.25% per annum. The Note is to be repaid in eight, equal, quarterly installments of Six Hundred Twenty Five Thousand Dollars ($625,000) commencing on March 15, 2021 and ending February 2, 2023 (the “Maturity Date”). Additionally, the Note is secured by a general security interest in all of the Company’s assets as well all of the assets of the Company’s subsidiaries. Further, the Company’s Chief Executive Officer, guaranteed a portion of the Registrant’s obligations to MCSFF. In connection with the issuance of the Note, the Company issued MCSFF 320,000 shares of the Registrant’s common stock, par value $0.0001 per share. The Purchase Agreement contains customary provisions, including representations, warranties, indemnities and “piggyback” registration rights, and closed upon the satisfaction of customary closing conditions. As of March 31, 2018, the carrying balance of the note is comprised of $5,000,000 face, less $1,212,121 allocated to the common stock issued, less associated amortization of $40,800 on the stock discount, less deferred financing costs of $211,187, less $9,618 of associated deferred financing cost amortization. All amortization is computed on the interest method and included in interest expense.

Series A Unsecured Subordinated Convertible Promissory Notes — During 2016, the Company entered into a series of Securities Purchase Agreements (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to sell and the Investors agreed to purchase in a private placement offering (the “Private Placement”) units (the “Units”) in the aggregate offering amount of $3,400,000, of which $2,250,000 was with related parties.

In accordance with the terms of the notes, on the maturity date of February 10, 2018, the entire $3,400,000 in notes were converted into shares of the Company’s common stock at a price per share of $2.75. At the time of issuance, the warrants did not meet the definition of a derivative and therefore the warrants were not recorded as a derivative liability. As a result of the mandatory conversion the number of warrant shares and exercise price became fixed. The warrants for 1,236,369 shares of common stock were valued utilizing the Black-Scholes modelling technique utilizing stock prices of $4.90 on the dates of the debt conversion, an exercise price of $3.30, a standard deviation (volatility) of 40.79%, a risk-free interest rate of 3.07% with a term equal to the remaining term of the initial 5-year warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. The total value of the warrants amounted to $2,812,989, which has been recognized as other interest expense and as additional paid in capital. In addition to the 1,236,369 shares of common stock issued in the conversion, under the agreements, the Company exercised its rights to pay all $523,788 in accrued interest on the notes with shares of common stock based on the market price of the shares on the day prior to the conversion, which resulted in the issuance of 104,889 shares of common stock.

Series B Unsecured Subordinated Convertible Promissory Notes — During 2017 and 2016, the Company entered into a series of Securities Purchase Agreements (the “Purchase Agreement”) with certain accredited investors (the “Investors”), who were also shareholders of the Company, pursuant to which the Company agreed to sell and the Investors agreed to purchase in a private placement offering (the “Private Placement”) units (the “Units”) in the aggregate offering amount of $650,000 and $1,250,000, respectively.

As of March 31, 2018 and December 31, 2017, the balance of the outstanding notes amounted to $1,900,000 and is presented net of unamortized deferred offering costs of $10,214 and $14,045, respectively, resulting from deferred offering costs of $30,643 less $20,429 and $16,598 of accumulated amortization, respectively. These costs are being amortized as a component of interest expenses over the original 24-month terms of the notes, unless there is an early maturity. Interest expense on the notes is due at the maturity of the notes, in cash or common stock at the Company’s option, and has been presented as a non-current liability as the Company intends on paying in its common stock.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

The notes have been presented as a non-current liability, as they are only payable in the Company’s common stock. In accordance with the terms of the agreements, as a result of the Company’s listing on Nasdaq on April 9, 2018, all of the notes were converted into common stock subsequent to March 31, 2018.

Series D Subordinated Convertible Promissory Notes — During the third quarter of 2017, the Company entered into a series of Securities Purchase Agreements (the “Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company agreed to sell and the Investors agreed to purchase units (the “Units”) in the aggregate offering amount of $2,000,000. Units aggregating $325,000 were with related parties.

As of March 31, 2018 and December 31, 2017, the balance of the outstanding notes amounted to $1,800,000 and $2,000,000. The December 31, 2017 balance is presented net of unamortized deferred offering costs of $5,252 resulting from deferred offering costs of $7,000 less $1,748 of accumulated amortization. These costs were being amortized as a component of interest expenses over the original 24-month terms of the notes, unless there is an early maturity. During 2018, the holder of $200,000 of the notes optionally converted their debt into common stock. All of the deferred offering costs related to this investor, accordingly the remaining costs were expensed as interest. Interest expense on the notes is due at the maturity of the notes, in cash or common stock at the Company’s option, and has been presented as a non-current liability as the Company intends on paying in its common stock.

The notes have been presented as a non-current liability, as they are only payable in the Company’s common stock. In accordance with the terms of the agreements, as a result of the Company’s listing on Nasdaq on April 9, 2018, all of the notes were converted into common stock subsequent to March 31, 2018.

Series V Subordinated Convertible Promissory Notes — During 2016, the Company entered into a series of convertible promissory notes.

The notes have been presented as a non-current liability, as they are only payable in the Company’s common stock. In accordance with the terms of the agreements, as a result of the Company’s listing on Nasdaq on April 9, 2018, all of the notes were converted into common stock subsequent to March 31, 2018.

Series C – Subordinated secured convertible notes — From May 24, 2017 through August 11, 2017, the Company entered into a series of Securities Purchase Agreements (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to sell, and the Investors agreed to purchase units (the “Units”) in the aggregate offering amount of $1,250,000.

On February 2, 2018, in connection with and as a condition precedent to the closing of the MCSFF Financing, all of the holders of the Company’s Series C agreed to amend the Series C notes to change the maturity date from May 24, 2018 to May 24, 2019. The Series C notes were also amended to provide for a mandatory conversion of the outstanding and unpaid principal amount of the Series C notes upon the Company’s listing on the Nasdaq stock market or the NYSE American into shares of the Company’s common stock. In consideration for the amendment, the Registrant issued the Holders additional warrants (the “Warrants”) to purchase a number of shares of Common Stock equal to 10% of the number of shares such Series C Note is convertible into at an exercise price of $4.50 per share of Common Stock and expiring in five (5) years. The warrants for 45,459 shares of common stock were valued utilizing the Black-Scholes modelling technique utilizing stock prices of $4.95, an exercise price of $4.50, a standard deviation (volatility) of 40.5%, a risk-free interest rate of 2.95% with a term of 5 years. The resulting $96,446 value has been recognized as other interest expense and as additional paid in capital.

As of March 31, 2018 and December 31, 2017, the Notes reflect: face amount of $1,250,000, net of original issue discount of $125,000, bifurcated warrants of $151,584, bifurcated beneficial conversion feature of $138,240, net of amortization of discounts of $281,285 and $186,740, respectively. The original warrants for 208,334 shares of common stock were valued utilizing the Monte Carlo modelling technique utilizing stock prices of $3.05 to $7.50 on the dates of the grant, an exercise price of $3.75, a standard deviation (volatility) of 31.1% to 33.2% based on the date of issue, a risk-free interest rate of 2.62% to 2.79% based on the date of issue with a term of 5 years. The model includes subjective input assumptions that can materially affect the fair value estimates. Conversion options are recorded as debt discounts and are amortized as interest expense over the life of the underlying debt instrument.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

In accordance with the amended terms of the agreements, as a result of the Company’s listing on Nasdaq on April 9, 2018, all of the notes were converted into common stock subsequent to March 31, 2018.

Convertible Note — Effective March 30, 2017 the Company entered into a Securities Purchase Agreement, a Convertible Note with a maximum funding amount of $550,000 and Warrants with Vista Capital Investments LLC (“Vista”), of which $220,000 was funded. The funding which would have matured on October 31, 2017 was converted prior to maturity. During the first quarter of 2018, the funding maturing on January 26, 2018 was converted prior to maturity.

During the third quarter of 2017, the holder exercised 24,750 warrants in a cashless exercise, resulting in the issuance of 14,093 shares of common stock.

As of March 31, 2018, the holder has warrants outstanding that provide for the acquisition of up to 24,750 shares of common stock at $4.00 per share and expire in five years from the date of issuance (June 26, 2022).

Notes Payable — During the year ended December 31, 2015, the Company entered into two unsecured promissory notes that have been amended during 2016 and 2017, which do not contain any financial covenants. As of December 31, 2017, the notes each had a remaining balance outstanding of $100,000 and $275,000 with interest at the rate of 10.0% and each mature on January 1, 2020.

On March 23, 2018, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Frank J. Celli, the father of the Company’s Chief Executive Officer, whereby Celli exchanged $275,000 in a note receivable, above, for $275,000 of the Registrant’s Series C Convertible Preferred Stock, par value $0.0001 (the Series C Preferred Stock”). The Series C Preferred Stock has a stated value of $10.00 per share and is convertible, at the holder’s option, into the Registrant’s common stock, par $0.0001, at a conversion price of $4.75 per share. The Series C Preferred Stock is non-redeemable, has voting rights together with the common stock, par $0.0001, at the rate of 4 votes to 1 and accrues dividends at 10.25% of the stated value outstanding. In connection with this transaction, the Registrant also issued Celli warrants to purchase 28,948 shares of Common Stock, exercisable at $5.50 per share which expire in five (5) years. The warrants for 28,948 shares of common stock were valued utilizing the Black-Scholes modelling technique utilizing stock prices of $4.05, an exercise price of $5.50, a standard deviation (volatility) of 41.8%, a risk-free interest rate of 2.9% with a term of 5 years. The resulting $36,128 value has been recognized as additional paid in capital.

Long Term Debt — Represents two loans collateralized by vehicles with interest ranging from 1.9% to 4.99%, each with amortizing principal payment requirements through 2020 and 2022, respectively.

Maturities of Non-Current Promissory Note, Long Term Debt and Unsecured Subordinated Convertible Notes — as of March 31, 2018, excluding discounts and deferred finance costs, which are being amortized as interest expense, are as follow:

* Certain notes are subject to maturities based upon the listing of the Company’s common stock on a national market. In accordance with the terms of agreements, as a result of the Company’s listing on Nasdaq on April 9, 2018, all of the notes were converted into common stock subsequent to March 31, 2018 and have been presented as maturing in 2018.

Interest Expense — All interest on the Company’s various debts are recognized as interest expense in the accompanying consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Note 12. Revision of Shareholders’ Equity in Financial Statements

During the preparation of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, the Company determined that it had incorrectly recorded beneficial conversion features associated with the Company’s Series A Redeemable Convertible Preferred Stock (the “Sr. A Preferred Stock”) as of December 31, 2017. The error resulted in an understatement of additional paid in capital and over statement of the Sr. A Preferred Stock. The Company assessed the materiality of the misstatement in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletins No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the misstatement was not material to the Company’s consolidated financial position for the prior periods and that amendments of previously filed reports were not required. However, the Company determined that the impact of the corrections would be too significant to record in the first quarter of fiscal 2018. As such, the revision for the correction is reflected in the balance sheet as of December 31, 2017 within the financial information in this Quarterly Report on Form 10-Q. Disclosure of the revised amounts will also be reflected in future filings containing the applicable periods.

The effect of the revision on line items within the Company’s condensed consolidated balance sheet as of December 31, 2017 was as follows:

The error did not have a material impact on the Company’s results of operations or cash flows in the prior period and, accordingly, no revision was made thereto.

Note 13. Equity Transactions

The Company has had the following equity related transactions during the three months ended March 31, 2018:

Series A Redeemable Convertible Preferred Stock — As of March 31, 2018 and December 31, 2017, the Series A Preferred Stock reflect: stated amount of $1,666,999, net of original issue discount of $166,699, bifurcated warrants of $403,630, bifurcated beneficial conversion feature of $535,630, net of amortization of discounts of $200,900 and $86,658, respectively. In addition, the Series A Preferred Stock is presented net of deferred issuance costs, $30,000 incurred, net of amortization of $10,969 and $5,586, respectively. Amortization of discounts and deferred issuance costs are reflected as interest expense.

On March 30, 2018, the Company and holders of the Series A Convertible Preferred Stock (“Series A Preferred”) amended and restated to provide the holders with the option to redeem their shares anytime following the first anniversary if the Company consummates an equity financing in an amount equal to the stated value of the Series A Preferred, plus any and all accrued dividends. The holder’s option to redeem the Series A Preferred after January 1, 2019 was removed. In addition, the dividend on the Series A Preferred was amended to nine percent (9%), the first dividend payment date was amended to June 30, 2018 and the Stated Value of the Series A Preferred was reduced to $4.50. In addition, the Company agreed to issue the holders, within 5 business days after the first day of trading of the Company’s common stock on an Eligible Market, warrants to purchase up to 180,000 shares of Common Stock at an exercise price of $5.00 per share and expiring in four (4) years on a pro-rata basis to the holders of record of the Series A Preferred Shares at the time of such issuance. The warrants for 180,000 shares of common stock were valued utilizing the Black-Scholes modelling technique utilizing stock prices of $4.05, an exercise price of $5.00, a standard deviation (volatility) of 41.8%, a risk-free interest rate of 2.9% with a term of 4 years. The resulting $246,319 value has been recognized as other interest expense and additional paid in capital.

Series B Convertible Preferred Stock — From January 1, 2018 through March 30, 2018 the Company entered into a series of Purchase Agreements with certain accredited Investors, pursuant to which the Company agreed to sell and the Investors agreed to purchase, in the Offering, an aggregate of 268,333 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Shares”) at the price of $5.00 per Series B Preferred Share and warrants (the “Warrants”) that are exercisable for five years to purchase 149,074 shares of common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $5.00 per share, for an aggregate offering amount of $1,341,665.

Due to the lack of redemption features and the presence of mandatory conversion features, the Series B Preferred stock is presented as a component of shareholders’ equity.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

The warrants issued in 2018 for 149,074 shares of common stock were valued utilizing the Monte Carlo modelling technique utilizing stock prices of $4.05 to $4.31 on the dates of the grants, an exercise price of $5.00, a standard deviation (volatility) of from 41.1 to 41.8%, a risk-free interest rate of 2.91% to 3.14% based on the date of issue, with a term of 5 years. The model includes subjective input assumptions that can materially affect the fair value estimates. Conversion options are recorded as instrument discounts and are not being amortized due to the mandatory conversion features.

Series C Convertible Preferred Stock — The Series C Preferred Stock has a stated value of $10.00 per share and is convertible, at the holder’s option, into the Registrant’s common stock, par $0.0001, at a conversion price of $4.75 per share. The Series C Preferred Stock is non-redeemable, has voting rights together with the common stock, par $0.0001, at the rate of 4 votes to 1 and accrues dividends at 10.25% of the stated value outstanding. As of March 31, 2018, the Series C Preferred Stock is comprised of $4,275,000 face value, less $692,106 warrant valuation and beneficial conversion features of $668,575 reflected in additional paid in capital.

On February 2, 2018, in connection with and as a condition precedent to the closing of the MCSFF Note, the Company entered into a Securities Exchange and Note Purchase Agreement (the “Exchange Agreement”) with Frank E. Celli, the Company’s Chief Executive Officer, whereby Celli exchanged $4,500,000 in a note receivable and $544,777 in advances made to the Company for $4,000,000 of the Company’s Series C Preferred Stock and a junior promissory note (the “Junior Note”). The Junior Note, which is subordinated to the MCSFF Note, is not convertible, accrues interest at the rate of 10.25% per annum and matures on February 2, 2024. In connection with this transaction, the Registrant also issued Celli warrants to purchase 421,053 shares of Common Stock, exercisable at $5.50 per share which expire in five (5) years. The warrants for 421,053 shares of common stock were valued utilizing the Black Scholes modelling technique utilizing stock price of $4.95, an exercise price of $5.50, a standard deviation (volatility) of 40.48%, a risk-free interest rate of 2.95% based on the date of issue, with a term of 5 year.

On March 23, 2018, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Frank J. Celli, the father of the Company’s Chief Executive Officer, whereby Frank J. Celli exchanged $275,000 in a note receivable from the Company for $275,000 of the Company’s Series C Preferred Stock. In connection with this transaction, the Registrant also issued Frank J. Celli warrants to purchase 28,948 shares of Common Stock, exercisable at $5.50 per share which expire in five (5) years. The warrants for 28,948 shares of common stock were valued utilizing the Black Scholes modelling technique utilizing stock price of $4.05, an exercise price of $5.50, a standard deviation (volatility) of 41.77%, a risk-free interest rate of 2.91% based on the date of issue, with a term of 5 year.

Maxim Warrants — In connection with the issuance of the Series A Units described in Note 11, the Company agreed to issue warrants to Maxim Group LLC, the placement agent, that are exercisable into 10% of the total number of shares of common stock that the notes are convertible under the notes at an exercise price of $3.75 per share. The warrants expire 5 years from the date of issuance of the underlying notes, which was February 10, 2016.

As a result of the maturity of the Series A unsecured subordinated convertible promissory notes on February 10, 2018, the contingency that had prevented the valuation of the warrants has been resolved, resulting in warrants to purchase 10,909 shares of common stock that have been valued at $25,133, which has been expensed as other interest during the first quarter of 2018 and credited to additional paid in capital

Barksdale Warrants — In connection with an Offering of BHTA in October 2013 of Class B Common Interests BHTA agreed to issue Barksdale Global Holdings, LLC (“Barksdale”) warrants to purchase a number of Class B Common Interests of BHTA, as now converted into Common Stock of the Company. The warrants were subsequently issued on June 30, 2015, whereby Barksdale was issued a warrant to purchase up to $140,000 of BHTA’s Class B Common Interests on or before the expiration date of June 30, 2020. The warrant is exercisable during the period commencing upon the consummation of the Company’s next successive equity raise in which the Company receives gross proceeds of a minimum of $5,000,000 (“Qualified Financing”). If the Company does not consummate a Qualified Financing prior to the expiration date, the warrant shall never be exercisable.

Series Debt and Series Preferred Stock Offerings — In connection with the various series debt and preferred stock offerings, warrants issued have been disclosed as part of the description of the debt and preferred stock offerings.

2014 and 2015 Debt Offerings — In connection with prior debt offerings that have been converted into equity, warrants expiring between May and July of 2020 representing an $80,000 purchase equity interest remain outstanding. The warrants allow the holders to acquire up to $80,000 of the Company’s common stock at a price of 120% of the closing price of the Company’s first issuance of equity in one, or a series of related transactions, through which the Company receives gross process of $5,000,000 or more from one or more financial institutions or “accredited investors”. Should the Company not consummate such an issuance of equity by the expiration of the warrants, the warrants shall never be exercisable. 

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Note 14. Equity Incentive Plans

2015 Equity Incentive Plan — During 2015, the Company established the BioHiTech Global, Inc. 2015 Equity Incentive Plan, which is available to eligible employees, directors, consultants and advisors of the Company and its affiliates. The plan allows for the granting of incentive stock options, nonqualified stock options, reload options, stock appreciation rights, and restricted stock representing up to 750,000 shares. The Plan is administered by the board of directors. Effective March 1, 2016, the Company granted nonqualified options for 371,250 shares. Effective April 15, 2016, the Company granted 347,500 restricted stock units. Compensation expense related to the options and restricted stock units was:

There were no grants or exercises of stock options during the three months ended March 31, 2018 and 2017. There were no awards or receipts of restricted stock unit shares during the three months ended March 31, 2018 and 2017.

2017 Executive Incentive Plan — At the Annual Shareholders Meeting on June 7, 2017 the shareholders approved the 2017 Executive Incentive Plan that allows for the granting of awards for up to 1,000,000 shares of the Company’s common stock. No grants under the plan through March 31, 2018.

Note 15. Commitments and Contingencies

From time to time, the Company is involved in legal matters arising in the ordinary course of business, including matters that relate to items for which the Company has accrued their contractual obligations, but are disputing payment for. The Company has one such matter relating to a consulting services agreement with Tusk Ventures LLC, in which they claim that it is owed $250,000 pursuant to an agreement. This matter was filed in the Supreme Court of the State of New York, New York County in April 2017 and while the Company has accrued all contractual amounts, it intends to defend the action vigorously. The Company and legal counsel believe this matter does not present a material risk to the Company. While the Company believes that these such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

Note 16. Operating Leases

The Company rents its headquarters and attached warehousing space from a related party (see Note 10) and their research and development office from an unrelated party under operating leases. The research and development office lease commenced in October 2015 and will expire in 2018, subject to one renewal option for an additional one-year period. The total future minimum lease payments under these leases as of March 31, 2018 is:

Total rent expense under all operating leases amounted to $33,101 and $32,951 for the three months ended March 31, 2018 and 2017, respectively.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

Note 17. Supplemental Consolidated Statement of Cash Flows Information

Changes in non-cash operating assets and liabilities, as well as other supplemental cash flow disclosures, are as follows:

Note 18. Recent Accounting Pronouncements

During the three months ended March 31, 2018, the Company implemented the following recent accounting standards:

Revenue from Contracts with Customers — In April 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-10, “Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing” (Topic 606). The amendments clarify two aspects of ASU No. 2014-09, “Revenue from Contracts with Customers,” by providing (1) guidance for identifying performance obligations and (2) licensing implementation guidance. Public business entities should apply the guidance similar to Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.  This standard has an effective date of January 1, 2018, and the Company used the modified retrospective implementation method, whereby a cumulative effect adjustment would have been recorded to retained earnings as of the date of initial application, if needed. In the initial implementation, the Company evaluated the terms, conditions and performance obligations under our existing contracts with customers and determined that a cumulative adjustment to retained earnings was not necessary, and that the new standard has not had a material impact on its financial condition, results of operations or cash flows.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017 and as of March 31, 2018 and December 31, 2017

The Company has not yet implemented the following recent accounting standards:

Leases — In February 2016, the FASB issued new lease accounting guidance (ASU No. 2016-02, Leases). Under the new guidance, at the commencement date, lessees will be required to recognize a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is not applicable for leases with a term of 12 months or less. Lessor accounting is largely unchanged. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company will evaluate the effects, if any, that adoption of this ASU will have on its consolidated financial position or results of operations.

Note 19. Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Gold Medal Group, LLC Follow-on Acquisition - On April 2, 2018 the co-investor with the Company in Gold Medal Group, Inc. funded a follow-on acquisition of a traditional waste management company that the Company did not participate in. This additional funding by the co-investor diluted the Company’s overall ownership interest to 3.1%. The acquired traditional waste management company will fall under the advisory services agreement between the Company and Gold Medal Holdings, Inc.

Listing of Common Stock on Nasdaq Capital Market - On April 4, 2018 the Company was approved by Nasdaq to list its common stock on the Nasdaq Capital Market and commenced trading on April 9, 2018. As a result of trading on the Nasdaq Capital Market, certain financial instruments of the Company mandatorily converted to 2,430,497 shares of the Company’s common stock in accordance with the pricing provided by the instruments. These financial instruments include:

In addition, the Company, as provided by the various agreements paid $409,645 in accrued interest and dividends with 95,293 shares of the Company’s common stock based on the closing market price on the day preceding the uplisting.

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Form 10K, as filed with the United States Securities and Exchange Commission, or the SEC, on April 2, 2018.

Cautionary Note Regarding Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Overview

On August 6, 2015, BioHiTech Global, Inc. (the “Company”) entered into and consummated an Agreement of Merger and Plan of Reorganization with Swift Start Corp. and a wholly-owned subsidiary of the Company and Bio Hi Tech America, LLC (“BHTA”), a Delaware limited liability company. Pursuant to the terms of the Merger Agreement, they were merged in a reverse business combination with BHTA surviving as a wholly-owned subsidiary of the Company.

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 and 2017, 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, 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 an United States EPA recognized alternative commodity fuel.

During 2017, the Company initiated strategic activities relating to traditional waste management and recycling service.

On January 25, 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.

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.

Results of operations for the three months ended March 31, 2018

compared to the three months ended March 31, 2017

Revenue by Type

The following table breaks down our revenue by type: 

Total revenue increased by $55,046, or 9.3%, from the three months ended March 31, 2017 to the three months ended March 31, 2018. The increase in Revenues was a result of a $81,956, or 22.9% increase in rental, service and maintenance revenue and a $139,383 increase in management advisory fees, which were new in 2018, offset in-part by a $166,293, or 71.6% decrease in equipment sales. The increase in rental, service and maintenance is primarily the result of a larger overall number of deployed units that has led to a 42.1% increase in our total rental revenues, which accounted for 65.3% of the category for the three months ended March 31, 2018, as compared to 56.5% for the three months ended March 31, 2017 and 51.2% of the overall category increase. This increase in rental, service and maintenance revenues was offset by a decrease of $166,293 in revenue derived from equipment sales reflecting the Company’s continued focus on the rental market and, to a lesser extent, a decrease reseller activity in certain international markets. The total number of digester units under lease as of March 31, 2018 in was 128, as compared to 84 digester units deployed as of March 31, 2017 and 91 units as of December 31, 2017, increases of 52.3% and 40.7%, respectively.

Management advisory fees reflect an agreement with Gold Medal Holdings, Inc., which the Company co-invested with Kinderhook Industries on January 25, 2018. The agreement provides that the Company will provide “C” level and other management services and environmental and safety related oversight, which the Company has utilized existing its existing management team to provide. The agreement provides for an annual fee of 10% of Gold Medal’s adjusted EBITDA with a minimum annual fee of $750,000.

Cost of Revenue

The following table breaks down our cost of revenue by type:

Cost of revenue mainly consists the cost of acquiring digester units that are sold, and depreciation, warehousing, installation, maintenance, parts and shipping costs, as well as related salary and employee costs related to rental units. Total costs of revenue decreased by $28,921, or 7.4%%, from the three months ended March 31, 2017 to the three months ended March 31, 2018, primarily due to the change in mix of revenue between rental, service and maintenance and equipment sales which decreased by $68,551, or 51.7%, from the three months ended March 31, 2017 to the three months ended March 31, 2018.

Rental, service and maintenance costs of revenue increased by $39,630, or 15.3% (as compared to a 22.9% increase in rental, service and maintenance revenue) from the three months ended March 31, 2017 to the three months ended March 31, 2018. Included in the total costs were:

Labor related costs increased by $17,440, or 31.2%, from the three months ended March 31, 2017 to the three months ended March 31, 2018 primarily due to increased staffing to support the number of units in service. Depreciation increased 14.0% from the three months ended March 31, 2017 to the three months ended March 31, 2018, due to the increase in the number of units leased. Contracted services increased by $18,827, or 48.8%, from the three months ended March 31, 2017 to the three months ended March 31, 2018 primarily due to large national based contracts that require contractor utilization for areas not covered by the Company’s in-house staff. Parts and maintenance supplies decreased by $7,101 or 7.9% due the favorable serviceability of the new Revolution Series of digesters introduced in 2017.

Equipment sales cost of revenue decreased by $68,551, or 51.7%, from the three months ended March 31, 2017 to the three months ended March 31, 2018 due to an overall 71.6% decrease in equipment sales resulting from the Company’s emphasis on rental units and low re-seller demand.

Gross Profit and Margin

The following table breaks down our gross profit by type:

The following table breaks down our gross margin by type:

Rental, service and maintenance gross margin improved from 27.8% for the three months ended March 31, 2017 to 32.2% for the three months ended March 31, 2018. This improvement was the result of changes in demand and improved utilization of fixed costs and semi-fixed costs.

Equipment sales gross margin decreased from 42.9% for the three months ended March 31, 2017 to 2.9% for the three months ended March 31, 2018. This decreased rate was primarily driven by an increase in the number of used units, which were the result of existing customers at lease-end upgrading to new leases on newer versions of our digesters, sold lower margins.

Management advisory fees margin was 100% as the Company is providing the services with its existing management team as part of our holistic management of the Company towards its strategic goal of significant reduction in waste in landfills. As the Company has not incurred any additional variable costs associated with the services, nor has the management of the Company been negatively impacted by these additional services, the Company does not allocate any costs to these services.

Operating expenses

The following table breaks down our operating expenses by type:

Total operating expenses decreased by $320,821, or 16.6% from three months ended March 31, 2017 to the three months ended March 31, 2018, primarily due to decreased professional fees.

Selling, general and administrative expenses increased by $26,943, or 2.5%, from three months ended March 31, 2017 to the three months ended March 31, 2018. The following table breaks down the major categories of selling, general and administrative expenses:

Personnel related expenses increased by $25,602, or 3.1%, from three months ended March 31, 2017 to the three months ended March 31, 2018. This increase was driven by slight increases in headcount added during 2017. All other expenses increased by $1,341, or 0.6%, from three months ended March 31, 2017 to the three months ended March 31, 2018.

Research and development expenses increased by $14,055, or 7.5%, from three months ended March 31, 2017 to the three months ended March 31, 2018, primarily due to increased staff in the technology area.

Professional fees decreased by $362,761, or 55.8% from three months ended March 31, 2017 to the three months ended March 31, 2018. The following table breaks down the major categories of professional fees:

Professional fees expense decreased primarily due to a decrease of $495,777 in investor relations and market consulting offset in-part by a $143,079 increase in legal and audit and accounting that were driven by the level and complexity of the transactions occurring during the first quarter of 2018.

Other (expense) income

Other expense increased by $3,597,046 for the three months ended March 31, 2018 over the three months ended March 31, 2017. This increase is primarily driven by a $3,293,613 in interest expense driven by the valuation of warrants associated with the conversion of the Series A convertible notes, which were issued with 100% warrant coverage based upon the number and pricing of shares that the notes converted into. At the time of issuing the notes and warrants the conversion price and thus, the number and exercise price of warrants was not known at the time of raising debt, accordingly the warrants were valued upon conversion. The interest arising from this valuation is not a cash expense as it results in a corresponding increase in additional paid in capital. Interest expense on other debts increased by $258,020 due to the increase in debt. Other expense also increased due to an increase of $45,413 in the equity loss from Entsorga West Virginia, LLC, which has not commenced operations.

Income tax

For the three months ended March 31, 2018 and 2017 there was no net provision for income tax due to the losses incurred and management’s evaluation of the recovery of the tax asset resulting in net operating loss carry-forward.

The Tax Cuts & Jobs Act (“TCJA”) was enacted in December 2017. Among other things, the TCJA reduces the U.S. federal corporate tax rate from 35% to 21%. The result of the TCJA was to reduce gross deferred tax assets and the corresponding valuation allowance resulting in no net changes in financial position or in the overall tax provision.

Liquidity and Capital Resources

For the three months ended March 31, 2018, the Company had a net loss of $5,220,791, incurred a consolidated loss from operations of $1,327,489 and used net cash in consolidated operating activities of $2,000,527. For the year ended December 31, 2017, the Company had a net loss of $8,350,527, incurred a consolidated loss from operations of $6,564,070 and used net cash in consolidated operating activities of $4,772,950. At March 31, 2018, consolidated stockholders’ equity amounted to $542,238 and the Company had consolidated working capital of $1,307,286. At December 31, 2017, consolidated stockholders’ deficit amounted to $11,016,724 and the Company had a consolidated working capital deficit of $1,755,061. The Company does not yet have a history of financial stability driven by operational profits. Historically, the principal source of liquidity has been the issuance of debt and equity securities. These factors raised substantial doubt about the Company’s ability to continue as a going concern.

On April 4, 2018, the Company was approved by Nasdaq to list its common stock on the Nasdaq Capital Market and commenced trading on April 9, 2018. As a result of trading on the Nasdaq Capital Market, certain of the Company’s financial instruments with a face value of $7,516,665 and accrued interest or dividends totaling $409,645 mandatorily converted to 2,430,497 and 95,293 shares, respectively, of the Company’s common stock in accordance with the pricing provided by the instruments. These financial instruments include:

In addition, the Company, as provided by the various agreements will pay $409,645 in accrued interest and dividends with 95,293 shares of the Company’s common stock based on the closing market price on the day preceding the uplisting.

In early February 2018, the Company completed the following series of transactions:

In addition to the transactions, above, stockholders’ equity was impacted by the following that occurred during the three months ended March 31, 2018:

After giving effect for the cash raised through March 31, 2018, the current cash balance of $1,994,322 and its effect on the working capital of the Company that amounts to $1,307,286 as of March 31, 2018, along with the Company’s projected cash burn that also factors in the conversion of debt and related interest into common stock of the Company, management believes that the Company will be able to continue as a going concern for at least twelve months following the issuance of this Quarterly Report on Form 10-Q. Our projected cash burn also factors in increases in revenues from our firm rental contracts and our recently awarded management agreement with Gold Medal Holdings, Inc. and the reduction in certain discretionary expenses relating to investment banking, investor relations and market consulting and in other professional fees. While not factored into the Company’s cash burn, the Company continuously seeks additional sources of funds through debt and equity offerings to fund future development projects and strategic initiatives, each of which, management has the ability to accelerate or curtail based upon available funding.

The combination of improved financial position, a reduction in cash utilized in operations, an expansion of its revenue base including management fees from its investment in unconsolidated entities, along with an improvement in the Company’s working capital and debt/capital structure are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern.

Cash

As of March 31, 2018 and December 31, 2017, the Company had cash balances of $3,223,447 and $901,112, respectively.

Borrowings and Debt

The table below presents borrowings at face amount due at maturity, debts and advances as of March 31, 2018, along with their stated maturities.

Cash Flows

Cash Flows from Operating Activities

We used $2,000,527 of cash in operating activities during the three months ended March 31, 2018 as compared to a use of $936,413 during the three months ended March 31, 2017. Our net loss during the three months ended March 31, 2018 of $5,220,791 was reduced by $3,293,613 of interest resulting from the valuation of warrants upon their corresponding debt’s conversion to common stock, $115,752 of depreciation and amortization, $77,640 from stock-based employee compensation as well as by $287,512 of interest resulting from amortization of financing costs and discounts and $45,413 in equity losses in Entsorga West Virginia, LLC. Changes in operating assets and liabilities used $611,400 of cash during the three months ended March 31, 2018 as compared to a source of $471,960 for the three months ended March 31, 2017. Our net loss during the three months ended March 31, 2017 of $2,028,533 was impacted by $104,354 of depreciation and amortization, $88,025 from stock-based employee compensation, $380,355 in fees paid in stock and amortization of financing costs and discounts amounting to $24,484.

Cash Flows from Investing Activities

Net Cash used in investing activities amounted to $94,366 for the three months ended March 31, 2018, compared to net cash used by investing activities of $1,058,988 for the three months ended March 31, 2017. During both periods, the majority of investments were in various MBT related assets.

Cash Flows from Financing Activities

Cash provided by financing activities amounted to $4,421,885 for the three months ended March 31, 2018, compared to $1,989,893 for the three months ended March 31, 2017, a change of $2,431,992. During the three months ended March 31, 2018, we received $7,125,000 in proceeds from the issuance of notes and preferred stock and paid $2,465,928 of debts, while during the three months ended March 31, 2017, we received $1,286,973 from the issuance of notes and paid $2,107 in debts.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements during the three months ended March 31, 2018.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report 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.

Changes in Internal Controls Over Financial Reporting

There have not been any significant changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

On or about April 21, 2017, the Company was served with a Summons and Complaint in an action captioned Tusk Ventures LLC v. BioHiTech Global, Inc., in the Supreme Court of the State of New York, New York County. The Plaintiff alleges that it is owed $250,000 pursuant to a Consulting Services Agreement. While the Company has accrued all contractual amounts, it intends to defend the action vigorously.

From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any other proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

On January 9, and 29, 2018 the holder of $110,000 of a convertible unsecured note converted the note and related accrued interest in accordance with the terms of the agreements at a conversion price of $2.85 per share for 12,281 and 28,201 shares of common stock, respectively.

On January 25, 2018, in connection with our $2,250,000 investment in Gold Medal Group, LLC, the Company issued 500,000 shares of common stock to the prior owners at a per share price of $4.50 per share.

On February 2, 2018, the Company entered into a Securities Exchange and Note Purchase Agreement (the “Exchange Agreement”) with Frank E. Celli, the Company’s Chief Executive Officer, whereby Celli exchanged $4,500,000 in a note receivable from the Company and $544,000 in advances made to the Company for $4,000,000 of the Company’s Series C Preferred Stock and a junior promissory note (the “Junior Note”). The Junior Note, which is subordinated to the MCSFF Note, is not convertible, accrues interest at the rate of 10.25% per annum and matures on February 2, 2024. In connection with this transaction, the Registrant also issued Celli warrants to purchase 421,053 shares of Common Stock, exercisable at $5.50 per share which expire in five (5) years.

On February 2, 2018, in connection with an amendment to the Series C secured convertible debt, the Company issued the holders warrants to acquire 45,459 shares of the Company’s common stock for a period of five years with an exercise price of $4.50 per share.

On February 2, 2018, in connection with the Michaelson Capital Special Purpose Fund II, L.P. (“MCSPF”) senior secured notes, the Company issued MCSPF 320,000 shares of common stock at a per share price of $5.00

On February 12, 2018, in accordance with the terms of the Series A unsecured convertible notes the Company issued 1,236,369 shares of common stock at a conversion price of $2.75 per share in conversion of $3,400,000 in notes outstanding. In addition, in connection therewith, the Company elected to pay all accrued interest in 104,899 shares of its common stock at a price of $4.994 per share. Additionally, the related warrants, which were issued along with the underlying debt fixed the number of common shares there were exercisable into at 1,236,369 shares at an exercise price of $3,30 per share. In connection with the initial offering, the agent was granted a five year warrant, exercisable at $3.75 per share for an amount of shares representing 10% of the conversion shares underlying $300,000 of clients that they introduced and represented in the offering.

On February 21, 2018, the holder of $200,000 in Series D unsecured convertible debt optionally converted their holdings into 72,727 shares of common stock and fixed the number of warrant shares at 72,727 and the exercise price at $3.30 per share.

On February 22 and March 30, 2018, the Company received proceeds of $360,000 and $981,665 and issued 72,000 and 196,333 shares of Series B convertible preferred stock and warrants to purchase 40,001 and 109,077 shares at $5.00 per share for a term of five years.

On March 23, 2018, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Frank J. Celli, the father of the Company’s Chief Executive Officer, whereby Frank J. Celli exchanged $275,000 in a note receivable from the Company for $275,000 of the Company’s Series C Preferred Stock. In connection with this transaction, the Registrant also issued Frank J. Celli warrants to purchase 28,948 shares of Common Stock, exercisable at $5.50 per share which expire in five (5) years.

On March 30, 2018, in connection with the amendment of the Series A redeemable convertible preferred stock, the Company agreed to issue warrants to acquire 180,000 shares of the Company’s common stock at an exercise price of $4.50 per share within five business days of the Company’s common stock being listed and traded on a national exchange. As a result of the Company’s common stock being listed and traded on The Nasdaq Capital Market on April 9, 2018, such warrants were issued.

On April 9, 2018, as a result of the Company’s common stock being listed and traded on The Nasdaq Capital Market all outstanding Series B, D and V convertible unsecured debt and all Series C convertible secured debt converted into common stock at a conversion price of $2.75; in addition all shares of Series B convertible preferred stock converted into common stock at a conversion price of $4.50, which combined resulted in the issuance of 2,430,497 shares of common stock. In addition, in connection therewith, the Company elected to pay all accrued interest and dividends in 95,293 shares of its common stock at a price of $4.30 per share.

The Company did not engage a placement agent and no compensation was paid in any of the above offerings, except as noted.

The Company relied on the exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The Purchase Agreements and the Agreement contain representations to support the Company’s reasonable belief that the investors had access to information concerning the Company’s operations and financial condition, the investors acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the investors are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the sale of securities did not involve a public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding their investment intent, experience and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.

None.

Not Applicable.

None.

See the exhibits listed in the accompanying “Index to Exhibits.”

SIGNATURES

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 duly authorized.

INDEX TO EXHIBITS

* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-X.

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to our Corporate Secretary at 80 Red Schoolhouse Road, Chestnut Ridge, New York 10977