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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 25, 2026
BIRCHTECH CORP.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation) |
000-33067
(Commission File Number) |
87-0398271
(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 1.01 Entry into a Material Definitive
Agreement.
On February 25, 2026, Birchtech Corp. (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of
the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 6,250,000 shares
(the “Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price per share of $2.40 (the
“Offering Price”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase
up to an additional 937,500 shares of common stock at the Offering Price, less any underwriting discounts and commissions.
The offering closed on February 27, 2026. Net proceeds from the offering
were approximately $13.1 million (and will be approximately $15.2 million if the Underwriters exercise their option to purchase additional
shares of common stock in full) after deducting the underwriting discounts and commissions and other estimated offering expenses payable
by the Company. The Company intends to use the net proceeds of the offering, together with the Company’s existing cash, for, among
other things, continuing operating expenses, working capital and other general corporate purposes. The Company’s directors and
executive officers entered into lock-up agreements, pursuant to which they agreed with the Underwriters not to offer for sale, issue,
sell, contract to sell, pledge or otherwise dispose of any of the Company’s common stock or securities convertible into common
stock for a period of 90 days after February 25, 2026, subject to certain exceptions. The Company’s Chief Executive Officer purchased
an aggregate of $750,000 of shares of common stock in the offering (an aggregate of 312,500 shares) and has represented to the Company
that such purchase was solely for investment purposes.
The Shares were offered pursuant to a Registration Statement on Form
S-1, as amended (File No. 333-292701), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”)
on February 17, 2026 (the “Registration Statement”), including the preliminary prospectus included therein. A final prospectus
relating to the offering was filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”),
with the SEC on February 27, 2026.
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including
for liabilities under the Securities Act, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement
is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the description of the Underwriting
Agreement herein is qualified in its entirety by reference to such exhibit.
Item 8.01 Other Events.
On February 26, 2026, the Company issued a press release announcing
the pricing of the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated as of February 25, 2026, between the Company and Lake Street Capital Markets, LLC, as representative of the several underwriters named therein |
| |
|
|
| 99.1 |
|
Press Release, dated February 26, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 27, 2026 |
By: |
/s/ Richard MacPherson |
| |
|
Richard MacPherson
President and Chief Executive Officer |
Exhibit 99.1
Birchtech Announces Pricing
of $15 Million Public Offering and Uplisting to NYSE American Stock Exchange
CORSICANA, Texas
– February 26, 2026 – Birchtech Corp. (NYSE American: BCHT) (TSX: BCHT) (“Birchtech” or the “Company”),
a leader in specialty activated carbon technologies for sustainable air and water treatment, today announced the pricing of an underwritten
public offering of 6,250,000 shares of its common stock at a public offering price of $2.40 per share, before deducting underwriting discounts
and commissions and offering expenses, for aggregate gross proceeds of approximately $15.0 million.
The Company intends to use the net proceeds from
the offering, together with the Company’s existing cash, for, among other things, continuing operating expenses, working capital
and other general corporate purposes. The Company has also granted the underwriters a 30-day option to purchase up to an additional 937,500
shares of common stock at the public offering price solely to cover over-allotments, if any. The offering is expected to close on or about
February 27, 2026, subject to the satisfaction or waiver of customary closing conditions.
In connection with the offering, the common stock
was approved for listing on the NYSE American LLC (the “NYSE American”) and will begin trading on the NYSE American on or
about the opening of trading on February 26, 2026 under the symbol “BCHT”. Upon the commencement of trading on the NYSE American,
trading of the Company’s common stock on the OTCQB market tier operated by OTC Markets Group Inc. will terminate. The Company’s
common stock will remain listed on the Toronto Stock Exchange.
Lake Street Capital Markets, LLC and Huntington
Securities, Inc. are acting as joint book-running managers of the offering.
A registration statement on Form S-1 (File No.
333-292701), as amended, relating to the shares of common stock to be issued and sold in the offering was filed with the Securities and
Exchange Commission (“SEC”) and became effective on February 17, 2026. The offering is being made only by means of a
prospectus that forms a part of such effective registration statement. Copies of the preliminary prospectus and, when available, the
final prospectus may be obtained free of charge on the SEC's website at sec.gov or by contacting Lake Street Capital
Markets, LLC at 121 South 8th Street, Suite 1000, Minneapolis, MN 55402, by calling (612) 326-1305, or by emailing syndicate@lakestreetcm.com.
The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
This press release does not constitute an offer,
or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval,
nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Birchtech Corp.
Birchtech Corp. (NYSE American: BCHT) (TSX: BCHT)
is a provider of specialty activated carbon technologies, delivering innovative solutions for air and water purification to support a
cleaner, more sustainable future. The Company provides patented SEA® sorbent technologies for mercury emissions capture for the coal-fired
utility sector and is developing disruptive water purification technologies with a specialization on forever chemicals such as PFAS and
PFOS. Backed by a strong intellectual property portfolio and a team of activated carbon experts, Birchtech provides cleaner air to North
American communities and is applying this expertise to an innovative approach in water purification. To learn more, please visit www.birchtech.com.
Safe Harbor Statement
With the exception of historical
information contained in this press release, content herein may contain “forward-looking statements” that are made pursuant
to the Safe Harbor Provisions of the U.S. Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable
Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements are generally identified
by using words such as “anticipate,” “believe,” “plan,” “expect,” “intend,”
“will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. Forward-looking
statements in this release include specific statements regarding the offering, including the expected receipt and use of proceeds from,
and closing date of, such offering, and the expected start of trading on the NYSE American. These statements are based on management’s
current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that forward-looking statements
involve risks and uncertainties that could cause actual results to differ materially from the statements made. In addition, this press
release contains time-sensitive information that reflects management’s best analysis only as of the date of this press release.
Birchtech does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information
or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial
performance or other forward-looking statements contained in this release can be found in Birchtech’s periodic filings with the
SEC or Canadian securities regulators.
Investor Relations Contact:
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
BCHT@mzgroup.us
www.mzgroup.us
