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Birchtech Corp. (NYSE: BCHT) sets CFO pay and Oyster HR employer-of-record terms

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Form Type
8-K/A

Rhea-AI Filing Summary

Birchtech Corp. filed an amendment to its earlier report to disclose final compensation terms for its new Chief Financial Officer, Michael Mioska. Effective May 8, 2026, Mioska will provide full-time CFO services to Birchtech through an employer-of-record arrangement with Canadian firm Oyster HR Inc.

Under this structure, he is employed by Oyster HR Inc. and assigned to Birchtech. He will receive an annual base salary of $425,000 CAD, described as approximately $312,000 USD, and will be eligible for discretionary annual cash bonuses. The engagement is for an indefinite term, subject to standard notice and termination provisions, and all other terms from the original report remain unchanged.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $425,000 CAD per year Annual base salary for CFO Michael Mioska
Approximate USD salary $312,000 USD per year Approximate equivalent of CFO base salary
Employment start date for arrangement May 8, 2026 Effective date of finalized employer-of-record arrangements
employer of record financial
"provide services to the Company through an employer of record arrangement with Oyster HR Inc."
Oyster HR Inc. financial
"will provide services to the Company through an employer of record arrangement with Oyster HR Inc., a Canadian company."
discretionary cash bonuses financial
"Mr. Mioska will be eligible to receive discretionary cash bonuses annually during the course of his employment."
indefinite term financial
"The arrangement has an indefinite term and is subject to the applicable notice and termination provisions."
Understanding 8-K Material Events →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 1, 2026

 

BIRCHTECH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-33067

 

87-0398271

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1810 Jester Drive Corsicana, Texas

 

75109

(Address of principal executive offices)

 

(Zip Code)

 

(614) 505-6115

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

BCHT

 

NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously reported in the Current Report on Form 8-K filed by Birchtech Corp. (the “Company”) on May 6, 2026 (the “Original Form 8-K”), the Company appointed Michael Mioska as its Chief Financial Officer effective May 1, 2026.  The Company is filing this Amendment No. 1 (the “Amendment”) to the Original Form 8-K to provide information regarding the terms of Mr. Mioska’s compensation and engagement arrangements which had not been finalized at the time of filing of the Original Form 8-K.

 

Effective May 8, 2026, the Company finalized arrangements pursuant to which Mr. Mioska will provide services to the Company through an employer of record arrangement with Oyster HR Inc., a Canadian company. Pursuant to such arrangement, Mr. Mioska will be employed by Oyster HR Inc. and assigned to provide services to the Company on a full-time basis as Chief Financial Officer.

 

Mr. Mioska will be paid an annual base salary of $425,000 CAD (approximately $312,000 USD). The arrangement has an indefinite term and is subject to the applicable notice and termination provisions. Mr. Mioska will be eligible to receive discretionary cash bonuses annually during the course of his employment.

 

Except as expressly set forth herein, this Amendment does not amend the Original Form 8-K in any way and does not modify or update any other disclosures contained in the Original Form 8-K. This Amendment supplements the Original 8-K and should be read in conjunction with the Original Form 8-K.

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

SIGNATURES

 

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

 

 

Birchtech Corp.

 

 

 

 

Date: May 12, 2026

By:

/s/ Richard MacPherson

 

 

 

Richard MacPherson

President and Chief Executive Officer

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What does Birchtech Corp. (BCHT) disclose in this 8-K/A amendment?

Birchtech Corp. updates its earlier filing to outline finalized compensation and engagement terms for new CFO Michael Mioska. It details his employer-of-record arrangement, salary in Canadian dollars, bonus eligibility, and that other original disclosures remain unchanged.

How will Birchtech Corp. (BCHT) employ its new CFO Michael Mioska?

Birchtech will use an employer-of-record arrangement with Oyster HR Inc., a Canadian company. Mioska will be employed by Oyster HR and assigned full-time as Birchtech’s Chief Financial Officer, rather than being directly employed by Birchtech itself.

What is the CFO’s base salary disclosed by Birchtech Corp. (BCHT)?

The filing states that CFO Michael Mioska will receive an annual base salary of $425,000 CAD, described as approximately $312,000 USD. This salary level reflects his full-time role as Chief Financial Officer under the employer-of-record arrangement with Oyster HR Inc.

Is Birchtech Corp. (BCHT) offering bonuses to its new CFO?

Yes. The filing notes that CFO Michael Mioska will be eligible for discretionary annual cash bonuses. These bonuses are not guaranteed or formula-based in the disclosure, but may be awarded during the course of his employment as determined by the company.

How long is the CFO engagement term at Birchtech Corp. (BCHT)?

The arrangement with CFO Michael Mioska is described as having an indefinite term. It is subject to applicable notice and termination provisions, meaning the relationship continues until ended by the parties according to the stated contractual rules.

Does this Birchtech Corp. (BCHT) amendment change other parts of the original 8-K?

No. The amendment explains that, aside from the compensation and engagement details for CFO Michael Mioska, it does not modify or update any other disclosures. It explicitly states that it supplements and should be read with the original 8-K.

Filing Exhibits & Attachments

5 documents

Other Documents