UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) ~~March~~June 2813, 2025

BIRCHTECH CORP.

(Exact name of registrant as specified in its charter)

Commission file ~~number 000~~number000-33067

Delaware		87-0398271
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
1810 Jester Drive Corsicana, Texas		75109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 505-6115

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 (see General Instruction A.2. below):

☐	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: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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 45.02 ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

InOn ~~connection~~June ~~with~~13, ~~the~~2025, ~~December~~Christopher ~~31,~~Greenberg ~~2024~~submitted ~~year-end~~his ~~audit~~resignation as a director and Chairman of the Board of Birchtech Corp. (the “Company”), ~~the~~effective ~~Company~~July ~~has concluded~~1, ~~in consultation with Rosenberg Rich Baker Berman, P~~2025.~~A.,~~ ~~the~~He ~~Company’s~~has ~~independent~~been ~~registered~~a ~~public~~director ~~accounting firm~~ since ~~September~~June ~~2023~~2013 ~~(“Rosenberg~~and ~~Rich”),~~Chairman ~~that~~of ~~certain revenue during~~ the ~~year~~Board ~~ended~~since December ~~31,~~2014. ~~2022~~Mr. ~~was~~Greenberg’s ~~under-recognized~~resignation inis not the ~~previously~~result ~~reported~~of ~~financial~~any ~~statements~~disagreement ~~for~~with the ~~year~~Company ~~ended~~on ~~December~~any ~~31,~~matter ~~2022~~relating asto ~~audited by~~ the Company’s ~~former auditors. Specifically~~operations, ~~the~~policies ~~Company~~or ~~entered~~procedures. ~~into~~He ahas ~~license~~resigned ~~agreement~~so inthat ~~2022~~he ~~for~~can ~~which,~~focus inon ~~consultation with Rosenberg Rich, it should have recognized~~ the ~~entire~~demands ~~proceeds~~of ~~receivable~~his ~~pursuant~~other tobusiness ~~the agreement as revenue during the year ended December 31, 2022~~pursuits. The ~~Company~~Board ~~should~~has ~~also~~determined ~~have~~not ~~recognized~~to ~~the~~fill ~~financing~~such ~~component~~pending ofvacancy ~~the~~on ~~licensing agreement upon inception and throughout~~ the ~~term~~Board ofat ~~the~~this ~~license agreement~~time.

OnRichard ~~March 28~~MacPherson, ~~2025~~President, ~~the~~Chief ~~Board~~Executive ofOfficer ~~Directors~~and ~~(the~~a ~~“Board”)~~director of the Company, ~~along~~has ~~with~~been ~~the~~appointed ~~Audit~~Chairman ~~Committee~~ of the Board ~~and with management of the Company and, following the Company’s dialogue with Rosenberg Rich~~ on ~~March~~an ~~27, 2025, concluded that the Company will need to restate its audited consolidated financial statements for the year ended December 31, 2023 and the~~ interim ~~unaudited consolidated financial statements for each quarterly period in 2023 and in 2024 (collectively~~basis, ~~the “Prior Financial Statements”) due~~ to ~~the~~be ~~recognition~~effective ofJuly ~~revenue error and that the Prior Financial Statements~~1, ~~as well as the Company’s audited consolidated financial statements for the year ended December 31, 2022, should no longer be relied upon for the reasons described above~~2025.

As a result, the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 31, 2025, reflects the recognition of this revenue during the year ended December 31, 2022, removes the revenue recognized for the license agreement in 2023 and 2024, and records the financing component of the arrangement during annual and interim periods in the fiscal year ending December 31, 2023 and the interim periods in the fiscal year ending December 31, 2024. The foregoing changes have no impact on previously reported cash balances and cash flows.

The Audit Committee and the Company’s management have discussed the matters disclosed pursuant to this Item 4.02 with Rosenberg Rich.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description

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

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 hereunto duly authorized.

	Birchtech Corp.
Date: March 31, 2025	By:	/s/ Richard MacPherson
Date: June 20, 2025	By:	/s/ Richard MacPherson
		Richard MacPhersonPresident and Chief Executive Officer

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