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	  		  	Filed Pursuant to Rule 424(b)(2)	
	  		  	Registration Statement No. 333-198373	
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 5, 2014)
$18,000,000

Quest Resource Holding Corporation
9,000,000 Shares of Common Stock and
Warrants to Purchase 9,000,000 Shares of Common Stock

We are offering 9,000,000 shares of our common stock, together with warrants to purchase 9,000,000 shares of our common stock at an exercise price of $2.50 per share. The warrants are exercisable by the holders at any time on or after the date of the closing of this offering and will expire on the fifth anniversary of the closing of this offering.
Our common stock is listed on the Nasdaq Stock Market under the symbol “QRHC.” On September 18, 2014, the last reported sale price of our common stock on the Nasdaq Stock Market was $3.50 per share. There is no established public trading market for the warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the warrants on any national securities exchange.

Investing in our securities involves a high degree of risk. See the “ Risk Factors ” section beginning on page S-6 of this prospectus supplement and the corresponding sections in the accompanying prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2013, as well as our subsequent filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, which are incorporated by reference into this prospectus supplement.

 	  	Per Share	 	  	Per Warrant (1)	 	  	Total	 	
Public offering price	  	$	1.99	  	  	$	0.01	  	  	$	18,000,000	  	
Underwriting discounts and commissions (2)	  	$	0.15	  	  	$	0.00	  	  	$	1,350,000	  	
Offering proceeds to us, before expenses	  	$	1.84	  	  	$	0.01	  	  	$	16,650,000	  	

(1)	One share of common stock is being sold together with a warrant, with each warrant being exercisable for the purchase of one share of common stock.	
(2)	See the heading entitled “Underwriting” on page S-26 for disclosure regarding compensation payable to the underwriters in this offering.	
We have granted the underwriters an option for a period of 45 days to purchase an aggregate of up to 700,000 additional shares of our common stock and/or additional warrants to purchase up to 700,000 shares of our common stock solely to cover over-allotments. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be $1,455,000 and the total proceeds to us, before expenses, will be $17,945,000.
Delivery of the shares of common stock is expected to be made on or about September 24, 2014.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Book Running Manager
Maxim Group LLC
The date of this prospectus supplement is September 19, 2014

Table of Contents
 TABLE OF CONTENTS

Prospectus Supplement	  	 	Page	  	
About this Prospectus Supplement	  	 	S-ii	  	
Special Note Regarding Forward-Looking Information	  	 	S-ii	  	
Prospectus Supplement Summary	  	 	S-1	  	
Risk Factors	  	 	S-6	  	
Use of Proceeds	  	 	S-21	  	
Market Price of our Common Stock and Related Stockholder Matters	  	 	S-22	  	
Capitalization	  	 	S-23	  	
Dilution	  	 	S-24	  	
Underwriting	  	 	S-26	  	
Legal Matters	  	 	S-29	  	
Experts	  	 	S-29	  	
Where You Can Find More Information	  	 	S-29	  	
Incorporation of Certain Information by Reference	  	 	S-29	  	
		
Prospectus	  				
About this Prospectus	  	 	ii	  	
Prospectus Summary	  	 	1	  	
Risk Factors	  	 	4	  	
Where You Can Find More Information	  	 	4	  	
Forward-Looking Statements	  	 	4	  	
Incorporation of Certain Information by Reference	  	 	5	  	
Prospectus Supplements	  	 	5	  	
Use of Proceeds	  	 	6	  	
Securities We May Offer	  	 	6	  	
Description of Common Stock	  	 	6	  	
Description of Warrants	  	 	8	  	
Description of Units	  	 	10	  	
Certain Provisions of Nevada Law and our Charter and Bylaws	  	 	11	  	
Plan of Distribution	  	 	13	  	
Legal Matters	  	 	15	  	
Experts	  	 	15	  	
We have not, and the underwriters have not, authorized anyone to provide you with different information than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, or in any free writing prospectus that we have authorized for use in connection with this offering. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction in which the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations, and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section of this prospectus supplement entitled “Incorporation of Certain Information by Reference.”
 
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 ABOUT THIS PROSPECTUS SUPPLEMENT
You should carefully read this entire prospectus supplement and the accompanying prospectus, including the information included and referred to under “Risk Factors” below, the information incorporated by reference in this prospectus supplement and in the accompanying prospectus, and the financial statements and the other information incorporated by reference in the accompanying prospectus, before making an investment decision.
This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. This document contains two parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add, update, or change information contained in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference herein or therein, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference herein and therein.
Unless the context otherwise requires, the terms “QRHC,” “Company,” “our company,” “we,” “us,” or “our” refer to Quest Resource Holding Corporation, a Nevada corporation, and its subsidiaries.
This prospectus supplement and the accompanying prospectus relate to the offering of shares of our common stock and warrants to purchase shares of our common stock. Before buying any securities offered hereby, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” These documents contain important information that you should consider when making your investment decision. This prospectus supplement contains information about the common stock and warrants offered hereby and may add, update, or change information in the accompanying prospectus.
This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed as exhibits to the registration statement of which this prospectus is a part or as exhibits to documents incorporated by reference herein, and you may obtain copies of those documents as described below under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
The industry and market data and other statistical information contained in the documents we incorporate by reference are based on our own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by us to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information.
 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus supplement, including the sections entitled “Prospectus Supplement Summary” and “Risk Factors,” the accompanying prospectus, and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus, including statements regarding our future operating results and financial position, business strategy, and plans and objectives for future operations, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar expressions.
 
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The forward-looking statements contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus reflect our views as of the date of this prospectus supplement about future events and are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results, performance, or achievements to differ significantly from those expressed or implied in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance, or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, without limitation, those factors described in “Risk Factors.”
You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. All of the forward-looking statements we have included in or incorporated by reference into this prospectus supplement or the accompanying prospectus are based on information available to us on the date of the applicable document. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as otherwise required by law. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus supplement and the accompanying prospectus, together with the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
 
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 PROSPECTUS SUPPLEMENT SUMMARY
The following summary of our business highlights some of the information contained elsewhere in or incorporated by reference into this prospectus supplement or the accompanying prospectus. Because this is only a summary, however, it does not contain all of the information that may be important to you. You should carefully read this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference, which are described under “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanying prospectus. You should also carefully consider the matters discussed in the section in this prospectus supplement entitled “Risk Factors” and in the accompanying prospectus and in other documents incorporated herein by reference. Moreover, the information contained in this prospectus supplement includes “forward-looking statements,” which are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments actually affecting us will be those anticipated. See the previous page of this prospectus supplement for cautionary information regarding forward-looking statements.
Our Company
We provide businesses with one-stop management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their businesses and operate environmentally based social media and online data platforms that contain information and instructions necessary to empower consumers and consumer product companies to recycle or properly dispose of household products and materials. Our comprehensive reuse, recycling, and proper disposal management programs are designed to enable regional and national customers to have a single point of contact for managing a variety of waste streams and recyclables. Our directory of local recycling and proper disposal options empowers consumers directly and enables consumer product companies to empower their customers by giving them the guidance necessary for the proper recycling or disposal of a wide range of household products and materials, including the “why, where, and how” of recycling.
We believe our recycling management programs are comprehensive, innovative, and cost effective. Our services are designed to enable our business customers to capture the commodity value of their waste streams and recyclables, reduce their disposal costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and create national sustainability initiatives while maximizing the efficiency of their assets. Our services currently focus on the waste streams and recyclables from big box, food chain, and other retailers; automotive and fleet providers; hospital and other healthcare facilities; and commercial, industrial, residential, and educational properties. We currently concentrate on programs for recycling motor oil, oil filters, scrap tires, food waste, meat renderings, cooking oil and grease, organics, plastics, cardboard, metal, glass, paper, construction debris, and other hazardous and non-hazardous solid and liquid wastes.
Utilizing what we believe is the nation’s most complete directory of local recycling and proper disposal options for almost every household product and material, we empower consumers and enable consumer product companies to empower their customers by providing them with complete information and instructions about the recycling and disposal of a wide range of household products and materials; offer advertisers the opportunity to target a zero-waste lifestyle audience concerned about sustainability, recycling, and environmentally appropriate disposal; and enable product manufacturers to determine recycling availability for substantiating recycling claims and product design. Consumers can access our directory and instructions for any zip code in the United States through multiple platforms, including the Earth911.com website, our mobile applications for smartphones and tablets, traditional phone lines, social media, and branded recycling locators on client platforms and applications, in addition to engaging with our content and media on leading social platforms such as Facebook, Twitter, Pinterest, Instagram, Tumblr, YouTube, and Google+.
Our Strategy
Our goal is to be a leading environmental services company. Key elements of our strategy to achieve our goal include the following:
 
 	•	 	Recycling Program and Management Services . We intend to continue to provide a comprehensive, one-stop recycling program solution for the entire waste stream and recyclables produced by our business customers.	

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 	•	 	Emphasize Monetary Benefits of Recycling . We intend to emphasize the monetary advantages of recycling by demonstrating to businesses their ability to capture the commodity value of their waste streams and recyclables, reduce their disposal costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and create sustainability initiatives.	
 
 	•	 	Expand Our Customer Base . We intend to continue to expand our customer base for our recycling management services. We believe that the expertise we have gained and the value proposition that we offer to our business customers in terms of lower overall removal costs, recyclable revenue sharing, and competitive vendors provide us with competitive advantages in expanding our customer base.	
 
 	•	 	Expand the Types of Materials Covered by Our Services . We plan to expand the types of materials over which we manage the collection. To date, our revenue has been generated primarily from the removal of used oil, oil filters, scrap tires, grease and cooking oil, solid waste, and expired food products. We believe that we can provide value to our business customers by managing a larger portion of disposable and recyclable materials, including paper, plastic, glass, and metals.	
 
 	•	 	Pursue Strategic Acquisitions . We plan to capitalize on the significant consolidation opportunities available in the highly fragmented asset-light recycling management industry by acquiring independent solid waste management companies and improving their performance and profitability through the implementation of our operating strategies and offering our broad suite of services. The primary acquisition focus will be on well-established, highly respected solid waste management companies that service customers for solid waste services that we can then expand into our well-established recycling services. As a result of our considerable industry experience and relationships, we believe we are well positioned to identify and evaluate acquisition candidates and assess their growth prospects, the quality of their management teams, their local reputation with customers, and the suitability of their locations. We believe we are regarded as an attractive acquirer because of (1) the historical performance and the experience and reputation of our management team within the industry; (2) our decentralized operating strategy, which generally enables the managers of an acquired company to continue their involvement in company operations; (3) the ability of management and employees of an acquired company to participate in our growth and expansion through potential stock ownership and career advancement opportunities; and (4) the ability to offer liquidity to the owners of acquired companies through the receipt of common stock or cash.	
 
 	•	 	Maintain Virtual Facilities and Equipment . We plan to continue to pursue an “asset light” virtual strategy that utilizes third-party vendors for the collection, sorting, and processing of recyclable materials for businesses. This strategy results in a scalable business model that enables us to concentrate on our core competencies of developing service solutions that are attractive to customers and the sale of recyclable materials at the highest prices, enables us to render our services on a national basis without the need for an extensive workforce, multiple facilities, or numerous vehicles, allows us to negotiate with multiple providers for the best price for our customers, and reduces our capital expenditures and working capital requirements.	
 
 	•	 	Leverage Governmental and Social Factors Expanding Recycling . We intend to leverage the demands by governmental authorities and by the public to expand efforts to recycle materials because of concerns about sustainability, greenhouse gases, global warming, pollution, and other environmental concerns.	
 
 	•	 	Expand Reach and Audience . We plan to expand our social media and online community to appeal to and attract a larger base of consumers and leverage the need of product manufacturers to substantiate recycling availability claims and design sustainable products and packaging. In addition, we are planning to launch our online “green” merchandise sales business.	
Our History
We were incorporated in Nevada in July 2002 under the name BlueStar Financial Group, Inc. Prior to 2010, we were a “shell company” under the rules of the SEC. On March 30, 2010, we (i) closed a transaction to acquire Youchange, Inc., an Arizona corporation, or Youchange, as a wholly owned subsidiary, (ii) ceased being a shell company, and (iii) experienced a change in control in which the former stockholders of Youchange acquired control of our company. In May 2010, we changed our name to YouChange Holdings Corp.

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On October 17, 2012, immediately prior to closing a merger transaction with Earth911, Inc., or Earth911, we filed amended and restated articles of incorporation to (i) change our name to Infinity Resources Holdings Corp., (ii) increase our shares of common stock authorized for issuance, (iii) authorize shares of preferred stock to be designated in series or classes as our board of directors may determine, (iv) effect a 1-for-5 reverse split of our common stock, and (v) divide our board of directors into three classes, as nearly equal in number as possible. On October 17, 2012, we closed the merger transaction to acquire Earth911 as a wholly owned subsidiary and experienced a change in control in which the former stockholders of Earth911 acquired control of our company.
On July 16, 2013, we acquired all of the issued and outstanding membership interests of Quest Resource Management Group, LLC, or Quest, held by Quest Resource Group LLC, comprising 50% of the membership interests of Quest, or the Quest Interests. Our wholly owned subsidiary, Earth911, held the remaining 50% of the membership interests of Quest for several years. Concurrently with our acquisition of the Quest Interests, we assigned the Quest Interests to Earth911 so that Earth911 now holds 100% of the issued and outstanding membership interests of Quest. On October 28, 2013, we changed our name to Quest Resource Holding Corporation, increased our shares of common stock authorized for issuance, and changed our trading symbol to “QRHC.” On May 19, 2014, our shares began trading on the Nasdaq Stock Market.
Our Offices
We maintain our principal executive offices at 6175 Main Street, Suite 420, Frisco, Texas 75034. Our telephone number is (972) 464-0004. Our website is located at www.qrhc.com . Other than as described in “Where You Can Find More Information” below, the information on, or that can be accessed through, our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus, and you should not consider it to be a part of this prospectus supplement or the accompanying prospectus. Our website address is included as an inactive textual reference only.

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The Offering
 
Aggregate Offering Size	$18,000,000	
 
Securities Offered	9,000,000 shares of common stock, together with warrants to purchase 9,000,000 shares of common stock at an exercise price of $2.50 per share. The warrants will be exercisable by the holders at any time following the date of the closing of this offering and will expire on the fifth anniversary of the closing of this offering.	
 
Public Offering Price	$1.99 per share and $0.01 per warrant	
 
Common Stock to be Outstanding After
This Offering	111,595,674 shares	
 
Over-allotment Option	We have granted the underwriters a 45-day option to purchase up to 700,000 additional shares of common stock and/or additional warrants to purchase up to 700,000 shares of common stock solely to cover over-allotments. If the underwriters exercise the option in full, the total underwriting discount payable by us will be $1,455,000 and the total proceeds to us, before expenses, will be $17,945,000.	
 
Use of Proceeds	We will receive net proceeds from this offering of approximately $16,300,000, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering for the repayment of indebtedness to related parties and for general corporate purposes. See “Use of Proceeds” on page S-21 of this prospectus supplement.	
 
Conversion of Convertible Secured Promissory Notes	Upon the completion of this offering, the holders of the $11.0 million of convertible secured promissory notes that will not be repaid with a portion of the net proceeds of this offering have agreed to the conversion of those notes at their conversion price of $2.00 per share.	
 
Risk Factors	This investment involves a high degree of risk. See the information contained in or incorporated by reference under “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.	
 
Nasdaq Stock Market	Our common stock is listed on the Nasdaq Stock Market under the symbol “QRHC.” There is no established public trading market for the warrants; and we do not expect a market to develop. In addition, we do not intend to apply for listing of the warrants for trading on the Nasdaq Stock Market or on any other national securities exchange or trading system.	

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The number of shares of common stock to be outstanding immediately after this offering is based on 97,095,674 shares outstanding on September 17, 2014 and 5,500,000 shares to be issued upon the closing of this offering as a result of the conversion of the convertible secured promissory notes that are not repaid with a portion of the net proceeds of this offering, and excludes the following as of that date:
 
 	•	 	4,921,215 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $2.71 per share and the delivery of outstanding restricted stock units;	
 
 	•	 	an additional 4,364,900 shares of common stock reserved for issuance under our 2012 Incentive Compensation Plan, as amended;	
 
 	•	 	2,000,000 shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan;	
 
 	•	 	3,291,000 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $3.20 per share;	
 
 	•	 	5,500,000 shares of common stock issuable upon conversion of the convertible secured promissory notes, which will no longer be issuable following the repayment of one-half of the convertible secured promissory notes with a portion of the net proceeds of this offering; and	
 
 	•	 	9,000,000 shares of common stock reserved for issuance upon exercise of the warrants offered hereby.	
If the underwriters’ option to purchase additional shares and warrants is exercised in full, we will issue and sell 700,000 additional shares of our common stock and/or additional warrants to purchase 700,000 shares of our common stock and will have 112,295,674 shares outstanding after the offering.
Except as otherwise noted, all information in this prospectus supplement assumes no exercise of the underwriters’ option to purchase additional shares and/or warrants offered hereby.

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 RISK FACTORS
An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks described below, together with the other information in this prospectus supplement and the accompanying prospectus and the information contained in our other filings with the SEC, which are incorporated by reference in this prospectus supplement and the accompanying prospectus in their entirety, together with other information in this prospectus supplement, the accompanying prospectus, the information and documents incorporated by reference herein and therein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment.
Risks Related to Our Business and Industry
We have incurred recurring net losses and anticipate continued net losses as we take steps to expand our business, which may negatively impact our ability to achieve our business objectives.
We have incurred recurring net losses, including net losses of $1,579,120, $42,151,493, and $17,799,351 in 2011, 2012, and 2013, respectively, and $3,315,167 in the six-month period ended June 30, 2014. As a result of ongoing operating losses, we had an accumulated deficit of approximately $68,840,869 as of June 30, 2014. We expect to continue to make significant expenditures and incur substantial expenses as we continue to develop our business, expand our customer base, enlarge the recycling services we offer, increase the types of materials covered by our recycling services, enhance our technologies, expand our consumer-based content and online community to appeal to and attract a larger base of consumers, launch our online “green” merchandise sales business, implement internal systems and infrastructure, and hire additional personnel. As a result, we expect to continue to incur significant losses as we expand our business and may never achieve or maintain profitability. There is no assurance that we will achieve or maintain profitability in the near future or at all. Our ability to achieve and maintain profitability depends on a number of factors, including the pricing of our services, market acceptance of our services, and other factors, some of which are set forth in this Prospectus Supplement, in “Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2013. If we continue to incur substantial losses and are unable to secure additional financing, we could be forced to discontinue or curtail our business operations; sell assets at unfavorable prices; refinance existing debt obligations on terms unfavorable to us; or merge, consolidate, or combine with a company with greater financial resources in a transaction that may be unfavorable to us.
We have substantial indebtedness.
As of June 30, 2014, we had a significant indebtedness, consisting of $22,000,000 of convertible notes due July 16, 2016 payable to related parties. We also had an outstanding balance on our line of credit of $5,250,000. Our accounts payable, accrued liabilities, deferred revenue, and capital leases incurred in the ordinary course of business were $26,308,184 as of June 30, 2014. If we do not achieve profitability in future periods and do not obtain sufficient capital from alternative sources to repay this indebtedness, such as the net proceeds of this offering, we may be unable to pay our obligations in the ordinary course of business or operate our business as a going concern.
Our limited operating history may make it difficult for us to forecast accurately our operating results and we therefore cannot assure the long-term successful operation of our business.
Our planned expense levels will be based in part on our expectations concerning future revenue, which is difficult to forecast accurately based on our aggressive growth plan. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenue. Further, business development and marketing expenses may increase significantly as we expand our operations. To the extent that these expenses precede or are not rapidly followed by a corresponding increase in revenue, our business, operating results, and financial condition may be materially and adversely affected.
 
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Our recycling management business depends to a significant extent upon our largest customer, and any material reduction in our business with that customer could have a material adverse effect on our company.
The success of our recycling management business depends to a significant extent on our relationship with our largest customer. Any material reduction in the business we do with that customer could have a material adverse effect on our company. Our single largest customer accounted for approximately 62% of our revenue for the six-month period ended June 30, 2014, approximately 76% of our revenue for the year ended December 31, 2013, and approximately 89% of our revenue for the year ended December 31, 2012. Our second largest customer accounted for approximately 14 % of our revenue for the six-month period ended June 30, 2014 and approximately 3% of our revenue for the year ended December 31, 2013. We are continuing to add additional customers, which is reducing our reliance on our largest customer although we also continue to increase our revenue from our largest customer. We expect our reliance on our single largest customer to continue to decrease; however, we can provide no assurance that our reliance upon our single largest customer will diminish. Our contractual arrangements with our major customers are on a multi-year basis and pertain to the management of only certain forms of materials. Although we have maintained our business relationship with our largest customer during the last six years and we currently service all of that customer’s stores nationally, a decline in our business with that customer could occur at any time. Our failure to maintain our business with our largest customer or any other large customer would have a material adverse effect on our business, operating results, and financial condition.
Although we have long-term relationships with many of the customers to whom we provide recycling management services, their ability to cancel, reduce, or delay our service offerings to them could reduce our revenue and increase our costs.
Customers for our recycling management services, including our two largest customers, do not typically provide us with firm, long-term volume commitments. As a result, our customers will be able to cancel, reduce, or delay our services to them at any time. If our service offerings are cancelled, delayed, or reduced, our revenue would decline.
We may lose a substantial portion of our recycling management business if certain materials are classified as “waste” so that municipal haulage companies rather than us could dispose of that waste.
Some of the municipalities in which we provide services for certain customers, inclusive of our three largest customers, have entered into contractual arrangements with their waste haulage companies that require them to permit those waste haulage companies to remove and dispose of “waste” or “solid waste” within those municipalities. If materials, and in particular organic materials, that we typically obtain and dispose of are considered “waste” or “solid waste,” then our customers may be required to allow the waste haulage companies to remove those materials, and in general either our customers or the municipalities in which they are located must compensate those waste haulage companies based on the metric set forth in the relevant contracts or franchise agreements with those waste haulage companies. If, however, the materials are classified as “raw material,” as “commodities,” or as another designation other than “waste” or “solid waste,” our customers may allow us to obtain the recyclable materials. If it is ultimately found that certain materials constitute “waste” or “solid waste,” a significant portion of our anticipated revenue stream could be lost, which could have a material adverse effect on our business, the growth of our business, financial condition, and results of operations.
To expand our recycling management business, we must attract additional customers and expand the services we offer.
Although we plan to increase our recycling management business, the ability to expand our overall recycling management business and reduce our dependence on our two largest customers will require us to attract additional customers and expand the services we offer. In addition, we must continue to enhance the commercial value of our Earth911.com website by offering up-to-date news, information, and features in order to attract additional traffic and generate higher advertising and other revenue.
Our success depends on our ability to expand, operate, and manage successfully our operations. Our ability to expand successfully will depend upon a number of factors, including the following:
 
 	•	 	the continued development of our business;	
 
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 	•	 	the hiring, training, and retention of additional personnel;	
 
 	•	 	the ability to enhance our operational, financial, and management systems;	
 
 	•	 	the availability of adequate financing;	
 
 	•	 	competitive factors;	
 
 	•	 	general economic and business conditions;	
 
 	•	 	the ability to leverage on the factors expanding the growth of recycling;	
 
 	•	 	the ability to expand our customer base, the types of recyclable materials covered by our services, our network of third-party service providers, our website traffic and the nature of visitors to the Earth911.com website, and our on-product labeling business;	
 
 	•	 	the ability to implement new methods for revenue generation, including our planned online “green” merchandise sales business;	
 
 	•	 	the ability to expand our relationships with third parties that are also engaged in activities relating to reducing, reusing, and recycling; and	
 
 	•	 	the ability to develop sponsorship and advertising programs that take advantage of our Earth911.com website audience demographics.	
Our business and operating results will be harmed if we fail to attract additional customers and expand the services we offer.
We may not be able to enhance our existing recycling, reuse, and proper disposal solutions and develop new solutions in a timely manner.
Our future operating results will depend to a significant extent on our ability to continue to provide efficient and innovative recycling, reuse, and proper disposal services that compare favorably with alternative services on the basis of cost, performance, and customer preferences. Our success in maintaining existing and attracting new customers and developing new business depends on various factors, including the following:
 
 	•	 	innovative development of new services for customers;	
 
 	•	 	maintenance of quality standards;	
 
 	•	 	efficient and cost-effective services; and	
 
 	•	 	utilization of advances in technology.	
Our inability to enhance our existing services and develop new services on a timely basis could harm our operating results and impede our growth.
We rely on independent third-party vendors to provide recycling services to our customers, and any interruptions of these arrangements could increase our costs, disrupt our services, and result in our inability to service our recycling customers, which would adversely affect our business.
We outsource the collection, sorting, and processing of recyclable materials to independent third-party vendors. We rely on our vendors to maintain high levels of service. The loss of our relationships with our vendors, or their failure to conduct their services for us as anticipated in terms of cost, quality, and timeliness, could adversely affect our ability to service our customers in accordance with required service, quality, and performance requirements. If this were to occur, the resulting decline in profitability potential would harm our business. Securing new high-quality and cost-effective vendors is time-consuming and might result in unforeseen operational problems.
 
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Our vendors may maintain their own operations or serve other customers, a number of which may provide them with more business than we do. As a result, our vendors could determine to prioritize their capacity for their own operations or for other customers or reduce or eliminate services for us on short notice. If we have any such problems, we may be unable to service our customers in a cost-effective, high-quality, timely manner, which may adversely affect our business and operating results.
We may face potential environmental liabilities that may not be covered by our insurance, and changes in insurance costs and availability may also impact our financial results.
We may incur liabilities for damage to the environment as a result of the operations of our recycling vendors. While we do not conduct physical haulage, recycling, or disposal operations, we retain third-party service providers on behalf of our customers to carry on those activities. These operations may expose us to liability for environmental damages, in some cases even if we did not directly cause the environmental damage. Further, under our agreements with our customers, we are often required to indemnify our customers from any liabilities or claims arising out of our actions and from any release, threatened release, handling, or storage of hazardous and other materials from our customers’ premises as a result of or connected with our performance of services to our customers. If we were to incur substantial liability for environmental damage, our insurance coverage may not cover or may be inadequate to cover such liability. Also, because of the variable condition of the insurance market, we may experience future increases in self-insurance levels, increased retention levels, and increased premiums. This could have a material adverse impact on our financial condition, results of operations, and cash flows.
Fluctuations in prices for recycled commodities that we sell to third parties may adversely affect our revenue, operating income, and cash flows.
We manage the processing of a variety of recyclable materials, such as tires, motor oil and oil filters, food waste, meat rendering, cooking oil, grease, and cardboard, for sale to third parties, and we may directly or indirectly receive proceeds from the sale of such recyclable materials. Our results of operations may be affected by changing prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclable materials can be volatile because of changes in economic conditions and numerous other factors beyond our control. These fluctuations may affect the desire for our services and our future revenue, operating income, and cash flows.
We may not be competitive in our recycling data services and media business if we fail to enhance our online offerings.
The failure to develop and introduce new or enhanced online features, functions, or services could have a material adverse effect on our Internet operations and our recycling data services and media business. To remain competitive, we must continue to
 
 	•	 	enhance our offerings of news, information, and features;	
 
 	•	 	enhance the ease of use, functionality, and features of the Earth911.com website;	
 
 	•	 	attract additional traffic to our Earth911.com website; and	
 
 	•	 	expand the methods through which we generate advertising and other revenue from our Earth911.com website, including our planned online “green” merchandise sales business.	
These efforts may require us to develop or license increasingly complex technologies. We may fail to develop or introduce new features, functions, and services, and the features, functions, and services that we develop may not result in increased website traffic or revenue.
 
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We rely on third-party technology, server, and hardware providers for our recycling data services and media business, and a failure of service by these providers could adversely affect our business and reputation.
We rely upon third-party data center providers to host our main servers. In the event that these providers experience any interruption in operations or cease operations for any reason or if we are unable to agree on satisfactory terms for continued hosting relationships, we would be forced to enter into relationships with other service providers or assume hosting responsibilities ourselves. If we are forced to switch hosting facilities, we may not be successful in finding alternative service providers on acceptable terms or in hosting the computer servers ourselves. We may also be limited in our remedies against these providers in the event of a failure of service. We also rely on third-party providers for components of our technology platform, such as hardware and software providers and domain name registrars. A failure or limitation of service or available capacity by any of these third-party providers could adversely affect our business.
A significant disruption in our computer systems or a cybersecurity breach could adversely affect our operations.
We rely extensively on our computer systems to manage a variety of our business proceeds. Our systems are subject to damage or interruption from various sources, including power outages, computer and telecommunications failures, computer viruses, cybersecurity breaches, vandalism, severe weather conditions, catastrophic events, and human error, and our disaster recovery planning cannot account for all eventualities. If our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and operating results. Any compromise of our data security could also result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information, and a loss of confidence in our data security measures, which could harm our business.
We may incur significant expenses in an unsuccessful attempt to promote and maintain recognition of the Earth911.com brand or to generate revenue from our Earth911.com website.
Our success in our recycling data services and media business depends in part on our ability to build the brand identity of Earth911.com and increase traffic to our Earth911.com website, our mobile applications, and our social media offerings. We believe that the importance of brand recognition will increase because of the growing number of Internet websites and the relatively low barriers to entry to provide Internet content. We are incurring significant development, marketing, and other costs in our effort to continue to enhance our strong brand identity among businesses and consumers interested in the environment, develop an online marketplace, and increase our revenue from online activities. Our business, results of operations, and financial condition could be materially and adversely affected if we incur excessive expenses in an unsuccessful attempt to promote and maintain recognition of the Earth911.com brand.
In order to generate “click-through” revenue from advertising on the Earth911.com website, we need to deliver consumers to advertisers’ websites that result in sales for the advertisers. Our failure to meet advertisers’ expectations by delivering quality traffic may result in our customers ceasing doing business with us or our customers deciding to do business on more limited terms, which could adversely affect our business and financial results.
We may experience downward pressure on our prices if advertisers do not obtain a favorable return on investment from our web search services in comparison to our competitors’ services or other advertising methods. We compete with online publishers and high-traffic websites, as well as traditional media, such as television, radio, and print, for a share of our advertisers’ total advertising expenditures. Our experiencing downward pricing pressure for our services may adversely affect our financial results.
Our planned online “green” merchandise sales business will be subject to numerous risks that could have a material adverse effect on that business. These risks include the difficulty of sourcing merchandise that will be attractive for purchase by the visitors to our site; delays in merchandise manufacturing or shipping and quality problems with merchandise; increases in postal or private shipping rates that increase the cost of our merchandise sales; the maintenance and security of the Interest infrastructure; the failure of and risks related to systems that operate our website and the related support systems, including computer viruses, theft of customer information,
 
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privacy concerns, telecommunication failures, electronic break-ins, and similar disruptions; and the risks of fulfillment of direct-to-consumer orders, such as the failure to maintain efficient and uninterrupted order taking and fulfillment operations.
Problems with our computer and communication systems may harm our online business.
A key element of our strategy is to generate a high volume of traffic across our Earth911.com website to and from third parties that advertise or may advertise on our website. Accordingly, the satisfactory performance, reliability, and availability of our systems, transaction-processing systems, and communications infrastructure are critical to our reputation and our ability to attract and retain advertising customers, as well as to maintain adequate customer service levels. We may experience periodic systems interruptions. Any substantial increase in the volume of traffic on our infrastructure may require us to expand and upgrade our technology, transaction-processing systems, and other features. We can provide no assurance that we will be able to project accurately the rate or timing of increases, if any, in the use of our infrastructure or timely expand and upgrade our systems and infrastructure to accommodate such increases.
We could be subject to liability for information displayed on our Earth911.com website.
We may be subjected to claims for defamation, negligence, copyright, or trademark infringement or claims relating to the information, or the inaccuracy of information, we publish on our Earth911. com website. We also could be subjected to claims based upon the content that is accessible through links to other websites. The disclaimers we include on our Earth911.com website and our insurance may not adequately protect us against these types of claims.
We may be subject to intellectual property claims that create uncertainty about ownership of technology essential to our business and divert our managerial and other resources.
There has been a substantial amount of litigation in the technology industry regarding intellectual property rights. We can provide no assurance that third parties will not claim infringement by us with respect to our current or future services, trademarks, or other proprietary rights. Our success depends, in part, on our ability to protect our intellectual property and to operate without infringing the intellectual property rights of others in the process. There can be no assurance that any of our intellectual property will be adequately safeguarded or that it will not be challenged by third parties. We may be subject to intellectual property infringement claims that would be costly to defend, could limit our ability to use certain critical technologies, and may divert our technical and management personnel from their normal responsibilities. We may not prevail in any of these suits. An adverse determination of any litigation or defense proceedings could cause us to pay substantial damages, including treble damages, if we willfully infringe and also could increase the risk of our patent applications not being issued.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments in the litigation. If these results are perceived to be negative, it could have an adverse effect on our business.
We may not be able to adapt to rapidly changing technologies, or we may incur significant costs in doing so.
The Internet is characterized by rapidly changing technologies, evolving industry standards, frequent new service introductions, and changing customer demands. As a result of the rapidly changing nature of the Internet business, we may be subject to risks of which we are not currently aware. To be successful, we must adapt to our rapidly evolving market by continually enhancing our Earth911.com website and introducing new services to address our users’ changing demands. We may use new technologies ineffectively, or we may fail to adapt our network and infrastructure to meet customer requirements, competitive pressures, or emerging industry standards. We could incur substantial costs if we need to modify our services or infrastructure. Our business could be materially and adversely affected if we incur significant costs to adapt, or cannot adapt, to these changes.
 
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Government and legal regulations may damage our recycling data services and media business.
There are currently few significant laws or regulations directly applicable to access to or commerce on the Internet. However, it is possible that a number of laws and regulations may be adopted with respect to the Internet, covering issues such as the positioning of sponsored listings on search results pages. The adoption of laws or regulations relating to placement of advertisements or user privacy, defamation, or taxation may inhibit the growth in use of the Internet for services such as ours, which in turn could decrease the demand for our services and increase our cost of doing business or otherwise have a material adverse effect on our business, prospects, financial condition, and results of operations. New legislation or regulation, or the application of existing laws and regulations to the Internet or other online services, could have a material adverse effect on our business, prospects, financial condition, and results of operations.
The waste and recycling industries are subject to extensive government regulation, and existing or future regulations may adversely affect our current or future operations, increase our costs of operations, or require us to make additional capital expenditures.
Stringent government regulations at the federal, state, and local level may have substantial impact on our business, our third-party service providers, and our customers. A large number of complex laws, rules, orders, and interpretations govern environmental protection, health, safety, land use, zoning, transportation, and related matters. Among other things, these regulations may restrict the business of our third-party service providers’ and our customers’ operations and adversely affect our financial condition, results of operations, and cash flows by imposing conditions, such as the following:
 
 	•	 	limitations on siting and constructing new recycling, waste disposal, transfer, or processing facilities or expanding existing facilities;	
 
 	•	 	limitations, regulations, or levies on collection and disposal prices, rates, and volumes;	
 
 	•	 	limitations or bans on disposal or transportation of out-of-state materials or certain categories of materials; or	
 
 	•	 	mandates regarding the disposal of solid waste, including requirements to recycle rather than landfill certain disposables.	
Regulations affecting the siting, design, and closure of landfills could require our third-party service providers or customers to undertake investigatory or remedial activities, curtail operations, or close landfills temporarily or permanently. Future changes in these regulations may require our third-party service providers or our customers to modify, supplement, or replace equipment or facilities. The costs of complying with these regulations could be substantial, which may reduce the ability or willingness of our customers to use our services and adversely affect our results of operations.
Environmental advocacy groups and regulatory agencies have been focusing considerable attention on the emissions of greenhouse gases and their potential role in climate change. The adoption of laws and regulations to implement controls of greenhouse gases, including the imposition of fees or taxes, could adversely affect the operations of enterprises with which we do business. Additionally, certain states are contemplating air pollution control regulations that are more stringent than existing and proposed federal regulations. Changing environmental regulations could require us or enterprises with which we do business to take any number of actions, including the purchase of emission allowances or installation of additional pollution control technology, and could make some operations less profitable, which could reduce the ability or willingness of our customers to use our services and adversely affect our results of operations.
Price increases may not be adequate to offset the impact of increased costs and may cause us to lose volume.
From time to time, our competitors may reduce the price of their services in an effort to expand their market share. General economic and market-specific conditions may also limit our ability to raise prices. As a result of these factors, we may be unable to offset increases in costs, improve our operating margins, and obtain returns through price increases.
 
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We face intense competition from larger, more established companies, and we may not be able to compete effectively, which could reduce demand for our recycling management services.
The waste materials industry as a whole is dominated by large national players, such as Waste Management and Republic Services. To date, these large companies have concentrated on their traditional business of collecting waste for disposal in their landfills rather than recycling. The strategies of these large companies could change at any time, and we could begin to experience substantially increased competition from them. These companies have greater market recognition, larger customer bases, and substantially greater financial, technical, marketing, distribution, and other resources than we possesses and that afford them competitive advantages over us. As a result, they are able to devote greater resources to the promotion and sale of services similar to those that we provide, to provide comparable services at lower prices, and to introduce new solutions and respond to customer requirements more quickly than we can.
Our ability to compete in the recycling services market successfully depends on a number of factors, both within and outside our control. These factors include the following:
 
 	•	 	our success in designing and introducing new solutions;	
 
 	•	 	our ability to predict the evolving needs of our customers and to convince them to use our services;	
 
 	•	 	our ability to meet our customer’s requirements in terms of cost, reliability, speed, and capacity;	
 
 	•	 	the quality of our customer services; and	
 
 	•	 	service introductions by our competitors.	
Our customers impose substantial requirements relating to the recycling services we provide them.
Our customers impose substantial requirements relating to the recycling services we provide them. Our arrangements with our customers generally contain provisions including (a) relatively short contract terms with extensions at the discretion of the customer, (b) requirements that we assume full responsibility for all operational aspects of the services, (c) requirements that we comply with all applicable laws, regulations, and other governmental requirements, (d) requirements that we hold subcontractors to the same standards to which we are subject, (e) prohibitions on price increases without customer consent, (f) designation of service locations, service frequency, and equipment, (g) specifications on procedures for rendering services, (h) notification to customer of any spills, releases, or discharges of materials, (i) requirements that we supply a self-performance audit, (j) requirements that we render monthly and quarterly reports to the customer, (k) requirements that we render monthly invoicing in approved time frames and formats, and (l) requirements that we maintain specified records.
We may need additional capital in the future.
The development and expansion of our business may require additional funds apart from this offering. In the future, we may seek additional equity or debt financing to provide funds for our business and operations. Such financing may not be available or may not be available on satisfactory terms. If financing is not available on satisfactory terms, we may be unable to expand our operations. While debt financing will enable us to expand our business more rapidly than we otherwise would be able to do, debt financing increases expenses, and we must repay the debt regardless of our operating results. Equity financings could result in dilution to our stockholders.
The current global financial crisis, which has included, among other things, significant reductions in available capital and liquidity from banks and other providers of credit, substantial reductions or fluctuations in equity and currency values worldwide, and concerns that the worldwide economy may enter into a prolonged recessionary period, may make it difficult for us to raise additional capital or obtain additional credit, when needed, on acceptable terms or at all.
Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategies, may require us to delay, scale back, or eliminate some or all of our operations, which may adversely affect our financial results and ability to operate as a going concern.
 
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We depend on key personnel who are necessary to our success and who would be difficult to replace, and our business will likely be harmed if we lose their services or cannot hire additional qualified personnel.
Our success depends to a significant extent upon the continued services of our current management team and key personnel, including Brian S. Dick, our President and Chief Executive Officer. The loss of Mr. Dick or one or more of our other key executives or employees could have a material adverse effect on our business. We do not maintain “key person” insurance policies on the lives of any of our executives or any of our other employees. Except in the case of our President and Chief Executive Officer, with whom we have an Employment Agreement, we employ all of our executives and key employees on an at-will basis, and their employment can be terminated by us or them at any time, for any reason, and without notice, subject, in certain cases, to severance payment rights. In order to retain valuable employees, in addition to salary and cash incentives, we regard our ability as a public company to grant stock-based compensation as an important component of our ability to attract and retain key personnel. The value to employees of stock-based compensation over time will be significantly affected by movements in our stock price that are beyond our control and may at any time be insufficient to counteract offers from other companies.
Our success also depends on our ability to attract, retain, and motivate additional skilled management personnel. We plan to continue to expand our work force to continue to enhance our business and operating results. We believe that there is significant competition for qualified personnel with the skills and knowledge that we require. Many of the other companies with which we compete for qualified personnel have greater financial and other resources than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than those which we have to offer. If we are not able to retain our current key personnel, or attract the necessary qualified key personnel to accomplish our business objectives, we may experience constraints that will impede significantly the achievement of our business objectives and our ability to pursue our business strategy. New hires require significant training and, in most cases, take significant time before they achieve full productivity. New employees may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals. If our recruiting, training, and retention efforts are not successful or do not generate a corresponding increase in revenue, our business will be harmed.
Our operating results may experience significant fluctuations, which may make them difficult to predict.
In addition to the variability resulting from the short-term nature of our customers’ commitments, other factors contribute to significant periodic and seasonal quarterly fluctuations in our results of operations. These factors include the following:
 
 	•	 	the cyclicality of the markets we serve;	
 
 	•	 	the timing and size of orders;	
 
 	•	 	the volume of business opportunities relative to our capacity;	
 
 	•	 	service introductions and market acceptance of new service offerings;	
 
 	•	 	timing of expenses in anticipation of future business;	
 
 	•	 	changes in the mix of the services we render;	
 
 	•	 	changes in cost and availability of labor and third-party vendors;	
 
 	•	 	timely delivery of services to customers;	
 
 	•	 	pricing and availability of competitive services;	
 
 	•	 	pressures on reducing selling prices;	
 
 	•	 	the success in serving new markets;	
 
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 	•	 	introduction of new technologies into the markets we serve; and	
 
 	•	 	changes in economic conditions.	
Potential strategic alliances may not achieve their objectives, and the failure to do so could impede our growth.
We anticipate that we will enter into strategic alliances. Among other matters, we explore strategic alliances designed to enhance our service offerings, enlarge our customer base, provide valuable know-how, or take advantage of new methods or technologies. Any strategic alliances may not achieve their intended objectives, and parties to our strategic alliances may not perform as contemplated. The failure of these alliances may impede our ability to expand our existing markets or to enter new markets.
Any acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value, and harm our operating results.
We plan to review strategic opportunities to buy other businesses that would complement our current service offerings, expand the scope of our service offerings, expand the breadth of our markets and sales channels, enhance our technical capabilities, or otherwise offer growth opportunities. If we make any future acquisitions, we could issue securities that would dilute the percentage ownership of our stockholders, incur substantial debt, or assume contingent liabilities.
Our experience in acquiring other businesses is limited. Potential acquisitions also involve numerous risks, including the following:
 
 	•	 	problems integrating the purchased operations, services, personnel, or technologies with our own;	
 
 	•	 	unanticipated costs associated with the acquisition;	
 
 	•	 	diversion of management’s attention from our core businesses;	
 
 	•	 	adverse effects on existing business relationships with suppliers and customers;	
 
 	•	 	risks associated with entering markets in which we have no or limited prior experience;	
 
 	•	 	potential loss of key employees and customers of purchased organizations; and	
 
 	•	 	risk of impairment charges related to potential write-downs of acquired assets in future acquisitions.	
Our acquisition strategy entails reviewing and potentially reorganizing acquired business operations, corporate infrastructure and systems, and financial controls. Unforeseen expenses, difficulties, and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our profitability. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria. In addition, we may encounter difficulties in integrating the operations of acquired businesses with our own operations or managing acquired businesses profitably without substantial costs, delays or other operational or financial problems.
The effects of the recent global economic crisis may impact our business, operating results, or financial condition.
The recent global economic crisis has caused disruptions and extreme volatility in global financial markets and increased rates of default and bankruptcy and has impacted levels of consumer and commercial spending. These macroeconomic developments could negatively affect our business, operating results, or financial condition in a number of ways. For example, current or potential customers, such as advertisers, may delay or decrease spending with us or may not pay us or may delay paying us for previously performed services.
 
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The members of our board of directors and our executive officers have broad rights.
Our business is operated under the control of our board of directors and officers. Stockholders have no right to take part in the control of our affairs or the day-to-day management or operation of the business. Stockholders are permitted to vote only in a limited number of circumstances. While the members of the board of directors are accountable as fiduciaries and are obligated to exercise duties of due care, loyalty, and full disclosure in handling our affairs, the board of directors is entitled to certain limitations of liability and to indemnity by us. Such indemnity and limitation of liability may limit rights that our stockholders would otherwise have to seek redress against the board of directors. Our executive officers are entitled to similar indemnification and limitation of liability. Our stockholders who have questions concerning the duties of the board of directors to our stockholders should consult their own legal counsel.
Certain conflicts of interest exist within our organization, and a significant percentage of the net proceeds of this offering will be used to repay indebtedness to related parties.
Certain members of our board of directors, as holders of our capital stock or lenders to our company, may have conflicts of interest with respect to our company and the stockholders and with respect to the exercise of their voting rights for the shares that they own.
On July 16, 2013, in connection with our acquisition from Quest Resources Group, LLC of the 50% interest in our subsidiary, Quest Resource Management Group, LLC, that we did not own, we issued $22.0 million in convertible secured promissory notes, which bear interest at 7.0% per year and mature on July 16, 2016, consisting of an $11.0 million convertible secured promissory note payable to Brian S. Dick, our President and Chief Executive Officer and a director of our company, and an $11.0 million convertible secured promissory note payable to Jeffrey D. Forte, a director of our company, who were the co-owners of Quest Resources Group, LLC. Upon completion of this offering, a total of approximately $11.0 million of the convertible secured promissory notes will be repaid to Messrs. Dick and Forte, representing a significant percentage of the net proceeds of this offering, and the balance of the convertible secured promissory notes in the amount of approximately $11.1 million (inclusive of accrued interest through the closing of this offering) will be converted into shares of our common stock at a price of $2.00 per share in accordance with the terms of the notes, which will then be retired. Accordingly, Messrs. Dick and Forte will directly benefit from the sale of the securities in this offering.
The compensation we pay to our executive officers and employees will likely increase.
We believe that the compensation we have historically paid to our executive officers and certain of our employees is within the lower quartile of compensation paid by companies similar to us. We may increase the compensation payable to our executive officers and employees, which could include both base compensation and cash or equity bonuses and payouts under severance or change in control arrangements. An increase in compensation and bonuses payable to our executive officers and employees could decrease our net income or increase our net loss.
If we are unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.
In connection with our evaluation of the effectiveness of our internal control over financial reporting for the transition period ended December 31, 2012, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected in a timely manner. The material weakness that we identified was that we did not have adequate personnel to address the reporting requirements of a public company and to fully analyze and account for our transactions. We remediated this material weakness by retaining a new Chief Financial Officer with public company experience in January 2013. Although we believe we have addressed the previously identified material weakness, the measures we have taken may not be effective, and we may not be able to maintain effective internal control over financial reporting in the future.
Our reporting obligations as a public company will place a significant strain on our management and our operational and financial resources and systems for the foreseeable future. If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports or help prevent fraud. Our failure to maintain effective internal control over financial reporting could prevent us from filing our periodic reports on a timely basis, which could result in the loss of investor confidence in the reliability of our financial statements, harm our business, and negatively impact the trading price of our common stock.
 
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Risks Related to this Offering and Ownership of Our Securities
Our stock price has been and will likely continue to be volatile, and the value of an investment in our common stock may decline.
The trading price of our common stock has been and is likely to continue to be volatile. In addition to the risk factors described in this Prospectus Supplement and in our Annual Report on Form 10-K for the year ended December 31, 2013, factors that may cause the price of our common stock to fluctuate include the following:
 
 	•	 	limited trading activity in our common stock;	
 
 	•	 	actual or anticipated fluctuations in our quarterly or annual financial results;	
 
 	•	 	the financial guidance we may provide to the public, any changes in such guidance, or our failure to meet such guidance;	
 
 	•	 	the failure of industry or securities analysts to provide coverage of our company, changes in financial estimates by any industry or securities analysts that follow our company, or our failure to meet such estimates;	
 
 	•	 	various market factors or perceived market factors, including rumors, whether or not correct, involving us, our customers, our strategic partners, or our competitors;	
 
 	•	 	sales, or anticipated sales, of large blocks of our stock, including sales by existing stockholders;	
 
 	•	 	short selling of our common stock by investors;	
 
 	•	 	additions or departures of key personnel;	
 
 	•	 	announcements of technological innovations by us or by our competitors;	
 
 	•	 	introductions of new services or new pricing policies by us or by our competitors;	
 
 	•	 	regulatory or political developments;	
 
 	•	 	litigation and governmental or regulatory investigations;	
 
 	•	 	acquisitions or strategic alliances by us or by our competitors; and	
 
 	•	 	general economic, political, and financial market conditions or events.	
Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the price or liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit or paying for settlements or damages. Such a lawsuit could also divert the time and attention of our management from our business.
 
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Future sales of our common stock in the public market by our existing stockholders, or the perception that such sales might occur, could depress the market price of our common stock.
The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market, and even the perception that these sales could occur may depress the market price. As of September 17, 2014, we had 97,095,674 shares of our common stock outstanding. Many of these shares may be sold in the public market, subject to prior registration or qualification for an exemption from registration, including, in the case of shares held by affiliates, compliance with the volume restrictions of Rule 144. Shares held by affiliates of our company, which generally include our directors, officers, and certain principal stockholders, are subject to the resale limitations of Rule 144 as described below. We also may register for resale shares that are deemed to be “restricted securities” or shares held by affiliates of our company.
In general, under Rule 144 as currently in effect, any person or persons whose shares are aggregated for purposes of Rule 144, who is deemed an affiliate of our company and beneficially owns restricted securities with respect to which at least six months has elapsed since the later of the date the shares were acquired from us, or from an affiliate of ours, is entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our common stock and the average weekly trading volume in common stock during the four calendar weeks preceding such sale. Sales by affiliates under Rule 144 also are subject to certain manner-of-sale provisions and notice requirements and to the availability of current public information about us. Rule 701, as currently in effect, permits our employees, officers, directors, and consultants who purchase shares pursuant to a written compensatory plan or contract to resell these shares in reliance upon Rule 144, but without compliance with specific restrictions.
Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation, or notice provisions of Rule 144. A person who is not an affiliate, who has not been an affiliate within three months prior to sale, and who beneficially owns restricted securities with respect to which at least one year has elapsed since the later of the date the shares were acquired from us, or from an affiliate of ours, is entitled to sell such shares under Rule 144 without regard to any of the volume limitations or other requirements described above. Sales of substantial amounts of our common stock in the public market could adversely affect the market price for our common stock.
As of September 17, 2014, we had 8,212,215 shares of common stock issuable upon the exercise of outstanding stock options and warrants and the delivery of outstanding restricted stock units under our incentive compensation plan and other option agreements. Upon the exercise of stock options, such shares generally will be eligible for sale in the public market, except that affiliates will continue to be subject to volume limitations and other requirements of Rule 144. The issuance or sale of such shares, as well as the shares reserved for issuance upon exercise of the warrants offered hereby, could depress the market price of our common stock.
Future sales and issuances of our common stock or rights to purchase common stock by us, including pursuant to our equity incentive plan, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
We intend to issue additional securities pursuant to our equity incentive plan and may issue equity or convertible securities in the future. To the extent we do so, our stockholders may experience substantial dilution. We may sell common stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities, or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales and new investors could gain rights superior to our existing stockholders.
Our directors, executive officers, and principal stockholders have substantial control over us and will be able to exert significant control over matters subject to stockholder approval.
Our directors, executive officers, and holders of more than 5% of our common stock, together with their affiliates, beneficially own or control more than 84% of our outstanding common stock. Upon completion of this offering, our directors, executive officers, and holders of more than 5% of our common stock will beneficially own approximately 73% of our common stock after taking into account the conversion into common stock of $11.1 million of convertible secured promissory notes and accrued interest through the closing of this offering. If these stockholders act together, including with respect to the election of specified directors as contemplated by a voting agreement among certain of them, they will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as a merger or other sale of our company or our assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.
 
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Anti-takeover provisions could impair a takeover attempt of our company even if the acquisition would be beneficial to our stockholders and could make it difficult for you to change management.
Certain provisions of our articles of incorporation and bylaws and applicable provisions of Nevada law may have the effect of rendering more difficult, delaying, or preventing an acquisition of our company, even when this would be in the best interest of our stockholders.
Our articles of incorporation and bylaws include provisions that provide for the following:
 
 	•	 	authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;	
 
 	•	 	specify that special meetings of our stockholders can be called only by our board of directors or the chairman of our board of directors;	
 
 	•	 	establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;	
 
 	•	 	establish that our board of directors is divided into three classes, Class I, Class II, and Class III, with each class serving three-year staggered terms;	
 
 	•	 	prohibit cumulative voting in the election of directors; and	
 
 	•	 	provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.	
In addition, we are subject to Section 78.438 of the Nevada General Corporation Law, which generally prohibits a Nevada corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of two years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by our board of directors. This provision could have the effect of delaying or preventing a change of control of our company, whether or not it is desired by or beneficial to our stockholders. In addition, other provisions of Nevada law may also discourage, delay, or prevent someone from acquiring us or merging with us.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. Any provision of our articles of incorporation or bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations regarding our stock, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If adequate research coverage is not established or maintained on our company or if any of the analysts who may cover us downgrade our stock or publish inaccurate or unfavorable research about our business or provide relatively more favorable recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
 
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Since we do not expect to pay any cash dividends for the foreseeable future, our stockholders may be forced to sell their stock in order to obtain a return on their investment.
We have never declared or paid any cash dividends on our capital stock, and we do not anticipate declaring or paying any cash dividends in the foreseeable future. We plan to retain any future earnings to finance our operations and growth plans. Our credit agreement also prohibits us from paying dividends on our common stock. Accordingly, investors must rely on sales of shares of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment.
Holders of warrants will have no rights as common stockholders until such holders exercise their warrants and acquire our common stock.
Until holders of warrants acquire shares of our common stock upon exercise of the warrants, holders of warrants will have no rights with respect to the shares of our common stock underlying such warrants. Upon exercise of the warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.
You will experience immediate and substantial dilution in the book value per share of the common stock you purchase.
The public offering price of our common stock being offered is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering. Therefore, if you purchase our common stock and warrants in this offering at a public offering price of $2.00 per share, you will incur an immediate substantial dilution of $1.98 in net tangible book value per share from the price you paid. The conversion of the notes held by insiders upon the completion of this offering is included in the net tangible book value additional dilution amount of $1.98. If the underwriter exercises its over-allotment option, or if the warrants offered hereby or outstanding options to purchase our common stock are exercised, you will experience additional dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”
We have broad discretion to determine how to use the proceeds from this offering, and we may not use the proceeds effectively.
We will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering in ways with which you may not agree or that do not yield a favorable return. We intend to use the net proceeds from the sale of the shares of common stock under this prospectus supplement for repayment of indebtedness to related parties and for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, products, and technologies, although we have no current plans, commitments, or agreements with respect to any such acquisitions or investments, and we have not allocated the net proceeds from this offering for any specific purposes. If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our stock price to decline.
There is no public market for the warrants to purchase common stock being sold in this offering.
There is no established public trading market for the warrants being sold in this offering, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the warrants on the Nasdaq Stock Market or on any other securities exchange. Without an active market, the liquidity of the warrants will be limited.
 
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 USE OF PROCEEDS
We estimate that the net proceeds from the sale of the shares of common stock and warrants that we are offering will be approximately $16,300,000, or approximately $17,600,000 if the underwriters exercise in full their option to purchase additional shares and warrants, based on the public offering price of $2.00 per share and warrant, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
We intend to use the net proceeds from this offering to repay approximately $11.0 million of convertible secured promissory notes to related parties. On July 16, 2013, in connection with our acquisition from Quest Resource Group, LLC of the 50% interest in our subsidiary, Quest, that we did not own, we issued $22.0 million in convertible secured promissory notes, which bear interest at 7.0% per year and mature on July 16, 2016, consisting of an $11.0 million convertible secured promissory note payable to Brian S. Dick, our President and Chief Executive Officer and a director of our company, and an $11.0 million convertible secured promissory note payable to Jeffrey D. Forte, a director of our company, who were the co-owners of Quest Resources Group, LLC. Upon completion of this offering, a total of approximately $11.0 million of the convertible secured promissory notes will be repaid to Messrs. Dick and Forte from a portion of the net proceeds of this offering, and the balance of the convertible secured promissory notes in the amount of approximately $11.1 million (inclusive of accrued interest through the closing of this offering) will be converted into shares of our common stock at a price of $2.00 per share in accordance with the terms of the notes, which will then be retired.
We intend to use the remaining net proceeds from this offering for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, products, and technologies. Although we have no specific agreements, commitments, or understandings with respect to any acquisition, we evaluate acquisition opportunities and engage in related discussions with other companies from time to time.
As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the net proceeds from this offering. The amounts and timing of our actual expenditures will depend on numerous factors, including the timing of our revenue and the amount of cash used by our operations. Accordingly, we will retain broad discretion over the use of such proceeds.
Pending use of the proceeds as described above or otherwise, we intend to invest the net proceeds in short-term interest-bearing, investment-grade securities.
 
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 MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Our common stock has been listed on the Nasdaq Stock Market under the symbol “QRHC” since May 19, 2014. Our common stock was previously quoted on the OTC Bulletin Board under the symbol “QRHC” from October 28, 2013 to May 16, 2014, under the symbol “IRHC” from November 13, 2012 until October 27, 2013, and under the symbol “YCNG” from June 2010 until November 12, 2012. On October 17, 2012, we effected a 1-for-5 reverse split of our outstanding common stock.
The following table sets forth the high and low sale prices, adjusted for the 1-for-5 reverse split, of our outstanding common stock for each quarter for the current fiscal year ending December 31, 2014, the fiscal year ended December 31, 2013, the transition period ended December 31, 2012, and the fiscal year ended June 30, 2012.

 	  	High	 	  	Low	 	
Fiscal Year Ending December 31, 2014	  				  				
Third Quarter (through September 17, 2014)	  	$	5.35	  	  	$	3.60	  	
Second Quarter	  	$	6.23	  	  	$	2.00	  	
First Quarter	  	$	2.55	  	  	$	1.95	  	
Fiscal Year Ended December 31, 2013	  				  				
Fourth Quarter	  	$	3.20	  	  	$	1.35	  	
Third Quarter	  	$	3.15	  	  	$	1.92	  	
Second Quarter	  	$	3.25	  	  	$	2.10	  	
First Quarter	  	$	3.49	  	  	$	2.32	  	
Transition Period Ended December 31, 2012	  				  				
Second Quarter	  	$	3.40	  	  	$	1.35	  	
First Quarter	  	$	3.95	  	  	$	1.55	  	
Fiscal Year Ended June 30, 2012	  				  				
Fourth Quarter	  	$	3.85	  	  	$	1.70	  	
Third Quarter	  	$	3.30	  	  	$	0.90	  	
Second Quarter	  	$	2.60	  	  	$	0.75	  	
First Quarter	  	$	3.50	  	  	$	0.80	  	
On September 17, 2014, the last reported sale price of our common stock on the Nasdaq Stock Market was $3.92 per share.
Holders
On September 17, 2014, we had 172 holders of record of our common stock, and we estimate that there were approximately 425 beneficial owners of our common stock.
Transfer Agent
Continental Stock Transfer & Trust Company is the transfer agent and registrar for our common stock and will serve as the warrant agent for the warrants offered hereby.
Dividend Policy
Historically, we have not paid dividends on our common stock, and we currently do not intend to pay any dividends on our common stock in the foreseeable future. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations, and capital requirements as well as other factors deemed relevant by our Board of Directors. Our credit agreement also prohibits us from paying dividends on our common stock.
 
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 CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2014 on an actual basis, and on an adjusted basis to give effect to (i) the conversion of our convertible secured promissory notes in the amount of approximately $11.1 million (inclusive of accrued interest through the closing of this offering) into 5,550,000 shares of our common stock at a price of $2.00 per share in accordance with the terms of the notes, and (ii) the sale of common stock and warrants in this offering, based on the public offering price and after deducting the underwriting discounts and commissions and estimated expenses related to this offering payable by us and the application of the net proceeds therefrom as described in “Use of Proceeds.” You should read this table in conjunction with our consolidated financial statements and the related notes thereto, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the other financial information incorporated by reference into this prospectus supplement and the accompanying prospectus.

 	  	As of June 30, 2014	 	
 	  	Actual	 	 	As
Adjusted	 	
Cash and cash equivalents	  	$	3,196,877	  	 	$	8,496,877	  	
	  	 	 	 	 	 	 	 	
Long-term debt:	  				 				
Long-term capital lease obligations	  	$	24,793	  	 	$	24,793	  	
Long-term senior secured convertible notes - related parties, net of discount of $3,748,631	  	 	18,251,369	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Total long-term debt	  	 	18,276,162	  	 	 	24,793	  	
Shareholders’ equity:	  				 				
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding	  	 	—  	  	 	 	—  	  	
Common stock, $0.001 par value, 200,000,000 shares authorized, 97,050,674 actual and 111,600,674, as adjusted, issued and outstanding	  	 	97,051	  	 	 	111,601	  	
Additional paid-in capital	  	 	122,393,956	  	 	 	149,779,406	  	
Accumulated deficit	  	 	(68,840,869	) 	 	 	(72,589,500	) 	
	  	 	 	 	 	 	 	 	
Total stockholders’ equity	  	 	53,650,138	  	 	 	77,301,507	  	
	  	 	 	 	 	 	 	 	
Total capitalization	  	$	71,926,300	  	 	$	77,326,300	  	

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 DILUTION
Our net tangible book value as of June 30, 2014 was approximately $(21.0) million, or $(0.22) per share. Net tangible book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of June 30, 2014. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.
After giving effect to (i) the conversion of our convertible secured promissory notes in the amount of approximately $11.1 million (inclusive of accrued interest through the closing of this offering) into 5,550,000 shares of our common stock at a price of $2.00 per share in accordance with the terms of the notes, and (ii) the sale of the securities in this offering at the public offering price of $2.00 per share and warrant, and after deducting the underwriting discounts and commissions and estimated offering expenses we must pay and applying a portion of the net proceeds thereof to the repayment of $11.0 million of convertible secured promissory notes, our as adjusted net tangible book value as of June 30, 2014 would have been approximately $2.7 million, or $0.02 per share. This represents an immediate increase in net tangible book value of $0.24 per share to existing stockholders and immediate dilution in net tangible book value of $1.98 per share to new investors purchasing our common stock and warrants in this offering. The following table illustrates this dilution on a per share basis:

Public offering price per share	  				 	$	2.00	  	
Net tangible book value per share as of June 30, 2014	  	$	(0.22	) 	 				
Increase per share attributable to new investors	  	$	0.24	  	 				
	  	 	 	 	 				
As adjusted net tangible book value per share after this offering	  				 	$	0.02	  	
	  				 	 	 	 	
Dilution per share to new investors in this offering	  				 	$	1.98	  	
	  				 	 	 	 	
If the underwriters exercise in full their option to purchase 700,000 additional shares of common stock and warrants at the public offering price of $2.00 per share and warrant, the as adjusted net tangible book value after this offering would be $0.04 per share, representing an increase in net tangible book value of $0.26 per share to existing stockholders and immediate dilution in net tangible book value of $1.96 per share to new investors purchasing our common stock and warrants in this offering.
The above discussion and table are based on 97,050,674 shares outstanding on June 30, 2014 and exclude the following as of that date:
 
 	•	 	4,996,215 shares of common stock issuable upon the exercise of outstanding stock options and the delivery of outstanding restricted stock units;	
 
 	•	 	an additional 4,334,900 shares of common stock reserved for issuance under our 2012 Incentive Compensation Plan, as amended;	
 
 	•	 	2,000,000 shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan;	
 
 	•	 	3,291,000 shares of common stock issuable upon the exercise of outstanding warrants; and	
 
 	•	 	11,000,000 shares of common stock issuable upon conversion of convertible secured promissory notes.	
 
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To the extent that outstanding options or warrants are exercised, we deliver shares of stock underlying restricted stock units, we issue shares of common stock under our 2012 Incentive Compensation Plan or our 2014 Employee Stock Purchase Plan, or we issue shares of common stock upon the conversion of convertible secured promissory notes, investors purchasing our common stock and warrants in this offering will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
 
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 UNDERWRITING
We have entered into an underwriting agreement dated September 19, 2014 with Maxim Group LLC, or Maxim, acting as representative of the underwriters named below and the sole book running manager of this offering. Subject to the terms and conditions of the underwriting agreement, the underwriters named below have agreed to purchase, and we have agreed to sell to them, the number of shares of our common stock and warrants to purchase shares of our common stock at the public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus supplement and as indicated below:

Underwriter	  	Number
of Shares	 	  	Number
of Warrants	 	
Maxim Group LLC	  	 	9,000,000	  	  	 	9,000,000	  	
Total	  	 	9,000,000	  	  	 	9,000,000	  	
The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the shares of common stock and warrants offered by this prospectus supplement are subject to the approval of certain legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the shares of common stock and warrants offered by this prospectus supplement if any such shares or warrants are taken, other than those shares and warrants covered by the over-allotment option described below.
Pursuant to the underwriting agreement, we have agreed to grant to the underwriters an option to purchase up to 700,000 additional shares of common stock and/or additional warrants to purchase 700,000 shares of common stock at the public offering price per share and warrant, less the underwriting discount, set forth on the cover page of this prospectus supplement. This option is exercisable during the 45-day period after the date of this prospectus supplement. The underwriters may exercise this option only to cover over-allotments made in connection with this offering. In connection with exercising the over-allotment, the underwriters may purchase additional warrants without purchasing a comparable number of additional shares of common stock solely to stabilize the price of the common stock in the market.
The representative has advised us that the underwriters propose to offer the shares of common stock and warrants to the public at the public offering price per share and warrant set forth on the cover page of this prospectus supplement. The underwriters may offer shares and warrants to securities dealers, who may include the underwriters, at that public offering price less a concession of up to $0.15 per share and warrant. After the offering to the public, the offering price and other selling terms may be changed by the representative.
The following table summarizes the public offering price, underwriting discounts and commissions, and proceeds to us, before expenses, assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares and warrants:

 	  	 	 	  	 	 	  	Total	 	
 	  	Per Share	 	  	Per Warrant	 	  	Without
Over-
Allotment	 	  	With Over-
Allotment	 	
Public offering price	  	$	1.99	  	  	$	0.01	  	  	$	18,000,000	  	  	$	19,400,000	  	
Underwriting discounts and commissions	  	$	0.15	  	  	$	0.00	  	  	$	1,350,000	  	  	$	1,455,000	  	
Proceeds to us, before expenses	  	$	1.84	  	  	$	0.01	  	  	$	16,650,000	  	  	$	17,945,000	  	
The expenses of the offering, not including the underwriting discounts and commissions, payable by us are estimated to be approximately $350,000 ($25,000 of which has been paid to Maxim as an advance for reasonable out of pocket expenses actually incurred), which includes reimbursements to the underwriters for legal fees and other expenses incurred in connection with this offering. In no event will Maxim be entitled to reimbursement of expenses in excess of $55,000 for expenses (including background checks with respect to our senior management) other than legal fees, plus the greater of $100,000 or 1% of the gross proceeds of the offering for legal fees. In the event that the representative’s actual out of pocket expenses incurred in connection with this offering are less than $25,000, the representative will reimburse us for any excess amount previously paid to the representative. Pursuant to the underwriting agreement, we have agreed that upon the closing of an offering for at least $10,000,000, the representative will have, until December 24, 2015, or the Tail Period, the right to participate with at least 25% of the economics in any and all future equity, equity-linked, or debt (excluding commercial bank debt) offerings undertaken by us or any of our subsidiaries during the Tail Period. Additionally, we have agreed that following this offering, if we raise capital during the Tail Period on our own behalf from an investor in this offering who had been previously introduced to us by the representative, we will pay the representative a fee with respect to any such capital equal to the compensation we would have paid the representative had such capital been raised in this offering.
 
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Lock-Up Agreements
We have agreed not to offer, sell, contract to sell, pledge, grant options to purchase, or otherwise dispose of any shares of our common stock or securities exchangeable for or convertible into our common stock for a period of 180 days after the date of this prospectus supplement without the prior written consent of Maxim. This agreement does not apply to the issuance of shares upon the exercise of rights to acquire shares of common stock pursuant to any existing stock option or similar equity incentive or compensation plan. Our directors and executive officers have agreed, subject to certain exceptions, not to, directly or indirectly, sell, hedge, or otherwise dispose of any shares of common stock, options to acquire shares of common stock, or securities exchangeable for or convertible into shares of common stock beneficially owned by them, for a period of 180 days after the date of this prospectus supplement without the prior written consent of Maxim.
However, in the event that either (i) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (ii) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Maxim waives, in writing, such an extension.
Indemnification
The underwriting agreement provides that we will indemnify the underwriters against certain liabilities that may be incurred in connection with this offering, including liabilities under the Securities Act, or to contribute payments that the underwriters may be required to make in respect thereof.
Price Stabilization, Short Positions, and Penalty Bids
In connection with this offering, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of our common stock. Specifically, the underwriters may over-allot in connection with this offering by selling more shares than are set forth on the cover page of this prospectus supplement. This creates a short position in our common stock for its own account. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriter is not greater than the number of shares that it may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. To close out a short position or to stabilize the price of our common stock, the underwriters may bid for, and purchase, common stock in the open market. The underwriters may also elect to reduce any short position by exercising all or part of the over-allotment option. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which it may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
 
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The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing our common stock in this offering because the underwriter repurchases that stock in stabilizing or short covering transactions.
Finally, the underwriters may bid for, and purchase, shares of our common stock in market making transactions, including “passive” market making transactions as described below.
These activities may stabilize or maintain the market price of our common stock at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice. These transactions may be effected on the Nasdaq Stock Market, in the over-the-counter market, or otherwise.
In connection with this offering, the underwriters and selling group members, if any, or their affiliates may engage in passive market making transactions in our common stock on the Nasdaq Stock Market immediately prior to the commencement of sales in this offering, in accordance with Rule 103 of Regulation M under the Exchange Act. Rule 103 generally provides that:
 
 	•	 	a passive market maker may not effect transactions or display bids for our common stock in excess of the highest independent bid price by persons who are not passive market makers;	
 
 	•	 	net purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily trading volume in our common stock during a specified two-month prior period or 200 shares, whichever is greater, and must be discontinued when that limit is reached; and	
 
 	•	 	passive market making bids must be identified as such.	
Passive market making may stabilize or maintain the market price of our common stock at a level above that which might otherwise prevail and, if commenced, may be discontinued at any time.
Electronic Distribution
This prospectus supplement and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by the underwriter or by its affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than this prospectus supplement and the accompanying prospectus in electronic format, the information on the underwriter’s website or our website and any information contained in any other website maintained by the underwriter or by us is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying prospectus forms a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon by investors.
Listing and Transfer Agent
Our common stock is listed on the Nasdaq Stock Market and trades under the symbol “QRHC.” The transfer agent and registrar of our common stock is, and the warrant agent for the warrants offered hereby will be, Continental Stock Transfer & Trust Company.
We are not listing the warrants for trading on the Nasdaq Stock Market or on any other national securities exchange or trading system; and we do not expect that a market for the warrants will develop.
Affiliations
The underwriters and/or their respective affiliates have provided, and may in the future provide, various investment banking and other financial services for us for which services they have received, and may in the future receive, customary fees. Except for services provided in connection with this offering, the underwriters have not provided any investment banking or other financial services during the 180-day period preceding the date of this prospectus supplement and we do not expect to retain any of the underwriters to perform any investment banking or other financial services for at least 90 days after the date of this prospectus supplement.
 
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 LEGAL MATTERS
The validity of the shares of common stock and warrants offered hereby will be passed upon for us by Greenberg Traurig, LLP, Phoenix, Arizona. Certain legal matters relating to this offering will be passed upon for the underwriters by Olshan Frome Wolosky LLP, New York, New York.
 EXPERTS
The consolidated financial statements of Quest Resource Holding Corporation as of December 31, 2013 and 2012 and for each of the two years in the period ended December 31, 2013 incorporated herein by reference have been so incorporated in reliance on the report of Semple, Marchal & Cooper, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Quest Resource Management Group, LLC as of December 31, 2012 and 2011 and for each of the two years in the period ended December 31, 2012 incorporated herein by reference have been so incorporated in reliance on the report of BDO USA, LLP, independent certified public accountant, incorporated herein by reference, given on the authority of said firm as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial information as of June 30, 2013 and for the six months ended June 30, 2013 and 2012, which is incorporated herein by reference, Semple, Marchal & Cooper, LLP have applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their report included in the Quest Resource Holding Corporation Current Report on Form 8-K/A filed with the SEC on October 1, 2013, and incorporated by reference herein, they did not audit and they do not express an opinion on that condensed consolidated interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Semple, Marchal & Cooper, LLP are not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited condensed consolidated interim financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act.
 WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports; proxy statements; and other information with the SEC under the Exchange Act. Through our website at www.qrhc.com , you may access, free of charge, our filings, as soon as reasonably practical after we electronically file them with or furnish them to the SEC. Other information contained in our website is not incorporated by reference in, and should not be considered a part of, this prospectus or any accompanying prospectus supplement. You also may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website at www.sec.gov .
This prospectus supplement is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act. This prospectus supplement does not contain all of the information included in the registration statement, including certain exhibits. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s Internet website.
 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of this prospectus. Information that we file with the SEC in the future and incorporate by reference in this prospectus automatically updates and supersedes previously filed information as applicable.
 
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We incorporate by reference into this prospectus the following documents filed by us with the SEC, other than any portion of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules:
 
 	•	 	Annual Report on Form 10-K for the fiscal year ended December 31, 2013.	
 
 	•	 	Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013.	
 
 	•	 	Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.	
 
 	•	 	Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.	
 
 	•	 	Current Report on Form 8-K/A filed with the SEC on October 1, 2013.	
 
 	•	 	Current Report on Form 8-K filed with the SEC on April 24, 2014.	
 
 	•	 	Current Report on Form 8-K filed with the SEC on May 14, 2014.	
 
 	•	 	Current Report on Form 8-K filed with the SEC on May 28, 2014.	
 
 	•	 	Current Report on Form 8-K filed with the SEC on September 19, 2014.	
 
 	•	 	The description of our common stock contained in the Registration Statement on Form 8-A (Registration No. 001-36451), filed with the SEC on May 9, 2014, including any amendments or reports filed for the purpose of updating such description.	
We also incorporate by reference into this prospectus supplement and the accompanying prospectus all documents (other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) filed by us under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the initial registration statement and before effectiveness of this registration statement, and after the date of this prospectus supplement.
You may request a copy of these filings at no cost, by writing or telephoning us as follows:
Quest Resource Holding Corporation
Attention: Corporate Secretary
6175 Main Street, Suite 420
Frisco, Texas 75034
(972) 464-0004
Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus supplement and the accompanying prospectus supplement, or in any other document that is subsequently filed with the SEC and incorporated by reference, modifies, or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus supplement or the accompanying prospectus, except as so modified or superseded. Since information that we later file with the SEC will update and supersede previously incorporated information, you should look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or the accompanying prospectus or in any documents previously incorporated by reference have been modified or superseded.
 
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PROSPECTUS

$50,000,000
Common Stock
Warrants
Units

We may offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering, any combination of the securities described in this prospectus, up to an aggregate amount of $50,000,000.
This prospectus provides you with a general description of the securities we may offer and sell. We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.
These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities and their compensation and the nature of our arrangements with them will be described in the applicable prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in the applicable prospectus supplement.
Our common stock is listed on the Nasdaq Stock Market under the symbol “QRHC.” We will make application to list any shares of common stock sold by us under this prospectus and any prospectus supplement on the Nasdaq Stock Market. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange.
This prospectus may not be used to consummate a sale of our securities unless accompanied by the applicable prospectus supplement.
You should consider the risks that we have described in this prospectus and in the accompanying prospectus supplement before you invest. See “ Risk Factors ” beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 5, 2014

Table of Contents
 TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	  	 	ii	  	
PROSPECTUS SUMMARY	  	 	  1	  	
RISK FACTORS	  	 	  4	  	
WHERE YOU CAN FIND MORE INFORMATION	  	 	  4	  	
FORWARD-LOOKING STATEMENTS	  	 	  4	  	
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	  	 	  5	  	
PROSPECTUS SUPPLEMENTS	  	 	  5	  	
USE OF PROCEEDS	  	 	  6	  	
SECURITIES WE MAY OFFER	  	 	  6	  	
DESCRIPTION OF COMMON STOCK	  	 	  6	  	
DESCRIPTION OF WARRANTS	  	 	  8	  	
DESCRIPTION OF UNITS	  	 	10	  	
CERTAIN PROVISIONS OF NEVADA LAW AND OUR CHARTER AND BYLAWS	  	 	11	  	
PLAN OF DISTRIBUTION	  	 	13	  	
LEGAL MATTERS	  	 	15	  	
EXPERTS	  	 	15	  	

 
 
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 ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $50,000,000. This prospectus provides you with general information regarding the securities we may offer. We will provide a prospectus supplement that contains specific information about any offering by us.
The prospectus supplement also may add, update, or change information contained in the prospectus. You should read both this prospectus and the prospectus supplement related to any offering, as well as additional information described under the heading “Where You Can Find More Information.”
We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus or any accompanying prospectus supplement or any “free writing prospectus.” We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus and in any accompanying prospectus supplement is accurate only as of the date indicated on their respective cover pages, regardless of the time of delivery of this prospectus or any prospectus supplement or of any sale of our securities. Our business, financial condition, results of operations, and prospects may have changed since those dates. You should rely only on the information contained or incorporated by reference in this prospectus or any accompanying prospectus supplement. To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference into this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.
In this prospectus, the terms “we,” “our,” “us,” and “our company” refer to Quest Resource Holding Corporation and its subsidiaries, unless otherwise specified.

 
 
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 PROSPECTUS SUMMARY
The following summary does not contain all of the information that may be important to purchasers of our securities. Prospective purchasers of securities should carefully review the detailed information and financial statements, including the notes thereto, appearing elsewhere in or incorporated by reference into this prospectus.
Our Company
We provide businesses with one-stop management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their businesses and operate environmentally based social media and online data platforms that contain information and instructions necessary to empower consumers and consumer product companies to recycle or properly dispose of household products and materials. Our comprehensive reuse, recycling, and proper disposal management programs are designed to enable regional and national customers to have a single point of contact for managing a variety of waste streams and recyclables. Our directory of local recycling and proper disposal options empowers consumers directly and enables consumer product companies to empower their customers by giving them the guidance necessary for the proper recycling or disposal of a wide range of household products and materials, including the “why, where, and how” of recycling.
We believe our recycling management programs are comprehensive, innovative, and cost effective. Our services are designed to enable our business customers to capture the commodity value of their waste streams and recyclables, reduce their disposal costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and create national sustainability initiatives while maximizing the efficiency of their assets. Our services currently focus on the waste streams and recyclables from big box, food chain, and other retailers; automotive and fleet providers; hospital and other healthcare facilities; and commercial, industrial, residential, and educational properties. We currently concentrate on programs for recycling motor oil, oil filters, scrap tires, food waste, meat renderings, cooking oil and grease, organics, plastics, cardboard, metal, glass, paper, construction debris, and other hazardous and non-hazardous solid and liquid wastes.
Utilizing what we believe is the nation’s most complete directory of local recycling and proper disposal options for almost every household product and material, we empower consumers and enable consumer product companies to empower their customers by providing them with complete information and instructions about the recycling and disposal of a wide range of household products and materials; offer advertisers the opportunity to target a zero-waste lifestyle audience concerned about sustainability, recycling, and environmentally appropriate disposal; and enable product manufacturers to determine recycling availability for substantiating recycling claims and product design. Consumers can access our directory and instructions for any zip code in the United States through multiple platforms, including the Earth911.com website, our mobile applications for smartphones and tablets, traditional phone lines, social media, and branded recycling locators on client platforms and applications, in addition to engaging with our content and media on leading social platforms such as Facebook, Twitter, Pinterest, Instagram, Tumblr, YouTube, and Google+.
Our Strategy
Our goal is to be a leading environmental services company. Key elements of our strategy to achieve our goal include the following:
 
 	•	 	Recycling Program and Management Services . We intend to continue to provide a comprehensive, one-stop recycling program solution for the entire waste stream and recyclables produced by our business customers.	
 
 	•	 	Emphasize Monetary Benefits of Recycling . We intend to emphasize the monetary advantages of recycling by demonstrating to businesses their ability to capture the commodity value of their waste streams and recyclables, reduce their disposal costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and create sustainability initiatives.	
 
 	•	 	Expand Our Customer Base . We intend to continue to expand our customer base for our recycling management services. We believe that the expertise we have gained and the value proposition that we offer to our business customers in terms of lower overall removal costs, recyclable revenue sharing, and competitive vendors provide us with competitive advantages in expanding our customer base.	

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 	•	 	Expand the Types of Materials Covered by Our Services . We plan to expand the types of materials over which we manage the collection. To date, our revenue has been generated primarily from the removal of used oil, oil filters, scrap tires, grease and cooking oil, solid waste, and expired food products. We believe that we can provide value to our business customers by managing a larger portion of disposable and recyclable materials, including paper, plastic, glass, and metals.	
 
 	•	 	Pursue Strategic Acquisitions . We plan to capitalize on the significant consolidation opportunities available in the highly fragmented asset-light recycling management industry by acquiring independent solid waste management companies and improving their performance and profitability through the implementation of our operating strategies and offering our broad suite of services. The primary acquisition focus will be on well-established, highly respected solid waste management companies that service customers for solid waste services that we can then expand into our well-established recycling services. As a result of our considerable industry experience and relationships, we believe we are well positioned to identify and evaluate acquisition candidates and assess their growth prospects, the quality of their management teams, their local reputation with customers, and the suitability of their locations. We believe we are regarded as an attractive acquirer because of (1) the historical performance and the experience and reputation of our management team within the industry; (2) our decentralized operating strategy, which generally enables the managers of an acquired company to continue their involvement in company operations; (3) the ability of management and employees of an acquired company to participate in our growth and expansion through potential stock ownership and career advancement opportunities; and (4) the ability to offer liquidity to the owners of acquired companies through the receipt of common stock or cash.	
 
 	•	 	Maintain Virtual Facilities and Equipment . We plan to continue to pursue an “asset light” virtual strategy that utilizes third-party vendors for the collection, sorting, and processing of recyclable materials for businesses. This strategy results in a scalable business model that enables us to concentrate on our core competencies of developing service solutions that are attractive to customers and the sale of recyclable materials at the highest prices, enables us to render our services on a national basis without the need for an extensive workforce, multiple facilities, or numerous vehicles, allows us to negotiate with multiple providers for the best price for our customers, and reduces our capital expenditures and working capital requirements.	
 
 	•	 	Leverage Governmental and Social Factors Expanding Recycling . We intend to leverage the demands by governmental authorities and by the public to expand efforts to recycle materials because of concerns about sustainability, greenhouse gases, global warming, pollution, and other environmental concerns.	
 
 	•	 	Expand Reach and Audience . We plan to expand our social media and online community to appeal to and attract a larger base of consumers and leverage the need of product manufacturers to substantiate recycling availability claims and design sustainable products and packaging.	
Our History
We were incorporated in Nevada in July 2002 under the name BlueStar Financial Group, Inc. Prior to 2010, we were a “shell company” under the rules of the Securities and Exchange Commission, or the SEC. On March 30, 2010, we (i) closed a transaction to acquire Youchange, Inc., an Arizona corporation, or Youchange, as a wholly owned subsidiary, (ii) ceased being a shell company, and (iii) experienced a change in control in which the former stockholders of Youchange acquired control of our company. In May 2010, we changed our name to YouChange Holdings Corp.
On October 17, 2012, immediately prior to closing a merger transaction with Earth911, Inc., or Earth911, we filed amended and restated articles of incorporation to (i) change our name to Infinity Resources Holdings Corp., (ii) increase our shares of common stock authorized for issuance, (iii) authorize shares of preferred stock to be designated in series or classes as our board of directors may determine, (iv) effect a 1-for-5 reverse split of our common stock, and (v) divide our board of directors into three classes, as nearly equal in number as possible. On October 17, 2012, we closed the merger transaction, or the Earth911 Merger, to acquire Earth911 as a wholly owned subsidiary and experienced a change in control in which the former stockholders of Earth911 acquired control of our company.

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On July 16, 2013, we acquired all of the issued and outstanding membership interests of Quest Resource Management Group, LLC, or Quest, held by Quest Resource Group LLC, or QRG, comprising 50% of the membership interests of Quest, or the Quest Interests. Our wholly owned subsidiary, Earth911, held the remaining 50% of the membership interests of Quest for several years. Concurrently with our acquisition of the Quest Interests, we assigned the Quest Interests to Earth911 so that Earth911 now holds 100% of the issued and outstanding membership interests of Quest. On October 28, 2013, we changed our name to Quest Resource Holding Corporation, increased our shares of common stock authorized for issuance, and changed our trading symbol to “QRHC.” On May 19, 2014, our shares began trading on the Nasdaq Stock Market.
Our Offices
We maintain our principal executive offices at 6175 Main Street, Suite 420, Frisco, Texas 75034. Our telephone number is (972) 464-0004. Our website is located at www.qrhc.com . Other than as described in “Where You Can Find More Information” below, the information on, or that can be accessed through, our website is not incorporated by reference in this prospectus or any prospectus supplement, and you should not consider it to be a part of this prospectus or any prospectus supplement. Our website address is included as an inactive textual reference only.

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 RISK FACTORS
Investing in our securities involves a high degree of risk. Please see the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 on file with the SEC and each subsequently filed Quarterly Report on Form 10-Q, which are incorporated by reference in this prospectus and in any accompanying prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as information we include or incorporate by reference in this prospectus and in any accompanying prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.
 WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports; proxy statements; and other information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Through our website at www.qrhc.com , you may access, free of charge, our filings, as soon as reasonably practical after we electronically file them with or furnish them to the SEC. Other information contained in our website is not incorporated by reference in, and should not be considered a part of, this prospectus or any accompanying prospectus supplement. You also may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website at www.sec.gov .
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended, or the Securities Act. This prospectus does not contain all of the information included in the registration statement, including certain exhibits. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s Internet website.
 FORWARD-LOOKING STATEMENTS
This prospectus and each prospectus supplement includes and incorporates forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this prospectus or any prospectus supplement regarding our strategy, prospects, plans, objectives, future operations, future revenue and earnings, projected margins and expenses, technological innovations, future products or product development, product development strategies, potential acquisitions or strategic alliances, the success of particular product or marketing programs, the amount of revenue generated as a result of sales to significant customers, financial position, and liquidity and anticipated cash needs and availability are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions are intended to identify forward-looking statements.
Actual results or events could differ materially from the forward-looking statements we make. Among the factors that could cause actual results to differ materially are the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. We also will include or incorporate by reference in each prospectus supplement important factors that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated, projected, or implied by these forward-looking statements. You should consider these factors and the other cautionary statements made in this prospectus, any prospectus supplement, or the documents we incorporate by reference in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus, any prospectus supplement, or the documents incorporated by reference. While we may elect to update forward-looking statements wherever they appear in this prospectus, any prospectus supplement, or the documents incorporated by reference, we do not assume, and specifically disclaim, any obligation to do so, whether as a result of new information, future events, or otherwise, except as required by U.S. federal securities law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
 
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 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of this prospectus. Information that we file with the SEC in the future and incorporate by reference in this prospectus automatically updates and supersedes previously filed information as applicable.
We incorporate by reference into this prospectus the following documents filed by us with the SEC, other than any portion of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules:
 
 	•	 	Annual Report on Form 10-K for the fiscal year ended December 31, 2013.	
 
 	•	 	Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013.	
 
 	•	 	Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.	
 
 	•	 	Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.	
 
 	•	 	Current Report on Form 8-K/A filed with the SEC on October 1, 2013.	
 
 	•	 	Current Report on Form 8-K filed with the SEC on April 24, 2014.	
 
 	•	 	Current Report on Form 8-K filed with the SEC on May 14, 2014.	
 
 	•	 	Current Report on Form 8-K filed with the SEC on May 28, 2014.	
 
 	•	 	The description of our common stock contained in the Registration Statement on Form 8-A (Registration No. 001-36451), filed with the SEC on May 9, 2014, including any amendments or reports filed for the purpose of updating such description.	
We also incorporate by reference into this prospectus all documents (other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) filed by us under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the initial registration statement and before effectiveness of this registration statement, and after the date of this prospectus.
You may request a copy of these filings at no cost, by writing or telephoning us as follows:
Quest Resource Holding Corporation
Attention: Corporate Secretary
6175 Main Street, Suite 420
Frisco, Texas 75034
(972) 464-0004
Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus or any accompanying prospectus supplement, or in any other document that is subsequently filed with the SEC and incorporated by reference, modifies, or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus or any accompanying prospectus supplement, except as so modified or superseded. Since information that we later file with the SEC will update and supersede previously incorporated information, you should look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or any accompanying prospectus supplement or in any documents previously incorporated by reference have been modified or superseded.
 PROSPECTUS SUPPLEMENTS
This prospectus provides you with a general description of the proposed offering of our securities. Each time that we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may add to, update, or change information contained in this prospectus and should be read as superseding this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”
 
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The prospectus supplement will describe the terms of any offering of securities, including the offering price to the public in that offering, the purchase price and net proceeds of that offering, and the other specific terms related to that offering of securities.
 USE OF PROCEEDS
Except as may be otherwise set forth in any prospectus supplement accompanying this prospectus, we will use the net proceeds we receive from sales of securities offered hereby for the repayment of indebtedness outstanding from time to time and for general corporate purposes, which may include working capital, capital expenditures, acquisitions, and repurchases of our common stock or other securities. Pending these uses, the net proceeds may also be temporarily invested in cash equivalents or short-term securities. When specific securities are offered, the prospectus supplement relating thereto will set forth our intended use of the net proceeds that we receive from the sale of such securities.
 SECURITIES WE MAY OFFER
The following is a general description of the terms and provisions of the securities we may offer and sell by this prospectus. These summaries are not meant to be complete. This prospectus and the applicable prospectus supplement will contain the material terms and provisions of the various types of securities that we may offer. Any prospectus supplement may also add, update, or change information contained in this prospectus, including the material terms and provisions of the securities as described in this prospectus. We will also include in the prospectus supplement information, when applicable, about material U.S. federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.
In this prospectus, we refer to the common stock, warrants, and units collectively as “securities.” The total dollar amount of all securities that we may issue under this prospectus will not exceed $50,000,000.
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
 DESCRIPTION OF COMMON STOCK
This section describes the general terms of our common stock. A prospectus supplement may provide information that is different from this prospectus. If the information in the prospectus supplement with respect to our common stock being offered differs from this prospectus, you should rely on the information in the prospectus supplement. A copy of our second amended and restated articles of incorporation has been incorporated by reference from our filings with the SEC as an exhibit to the registration statement of which this prospectus forms a part. Our common stock and the rights of the holders of our common stock are subject to the applicable provisions of the Nevada Private Corporations Code, which we refer to as “Nevada law,” our second amended and restated articles of incorporation, our second amended and restated bylaws, the rights of the holders of our preferred stock, if any, as well as some of the terms of our credit agreement and any other outstanding indebtedness.
As of August 21, 2014, under our second amended and restated articles of incorporation, we had the authority to issue 200,000,000 shares of common stock, par value $0.001 per share, of which 97,050,674 shares of our common stock were outstanding as of that date.
The following description of our common stock, and any description of our common stock in a prospectus supplement may not be complete and is subject to, and qualified in its entirety by reference to, Nevada law and the actual terms and provisions contained in our second amended and restated articles of incorporation and our second amended and restated bylaws, each as amended from time to time.
 
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Dividend Rights
Subject to limitations under Nevada law and preferences that may apply to any then-outstanding shares of preferred stock, holders of common stock are entitled to share in all dividends or other distributions when, as, and if declared by our board of directors. The right of our board of directors to declare dividends or make any distributions to our stockholders, however, is subject to any indebtedness outstanding from time to time and the availability of sufficient funds under Nevada law to pay dividends.
Voting Rights
Each outstanding share of common stock is entitled to one vote per share of record on all matters submitted to a vote of stockholders and to vote together as a single class for the election of directors and in respect of other corporate matters. At a meeting of stockholders at which a quorum is present, for all matters other than a vote on certain corporate changes and the election of directors, an affirmative vote of the majority of the votes cast decides all questions.
Directors will be elected by a plurality of the votes of the holders of the shares of common stock present in person or by proxy at the meeting. Holders of shares of common stock do not have cumulative voting rights. A vote of holders of a majority of our outstanding shares of common stock is required to effectuate certain fundamental corporate changes such as certain mergers and reorganizations or an amendment to our second amended and restated articles of incorporation.
Miscellaneous
Holders of our common stock have no preemptive rights, no conversion rights, and there are no redemption provisions applicable to our common stock. We are authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share. Our board of directors is authorized to issue from time to time, without stockholder authorization, in one or more designated series or classes, any or all of the authorized but unissued shares of preferred stock with such dividend, redemption, conversion, and exchange provisions as may be provided in the particular series. Any series of preferred stock may possess voting, dividend, liquidation, and redemption rights superior to that of our common stock. The rights of the holders of our common stock will be subject to and may be adversely affected by the rights of the holders of any preferred stock that may be issued by us in the future. As of the date of this Registration Statement, no class or series of preferred stock has been designated and no shares of preferred stock have been issued.
Options and Other Stock-Based Rights
From time to time, we have issued and expect to continue to issue options and other stock-based rights, including restricted stock units, or RSUs, to various lenders, investors, advisors, consultants, employees, officers, and directors of our company. As of August 21, 2014, we had outstanding (i) stock options to purchase 4,853,615 shares of our common stock at a weighted average exercise price of $2.70 per share, of which 3,282,782 shares of common stock were issuable upon exercise of vested stock options as of that date; and (ii) 132,600 shares of common stock issuable upon vesting of RSUs.
Listing
Our common stock is listed on the Nasdaq Stock Market under the symbol “QRHC.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004.
 
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 DESCRIPTION OF WARRANTS
General
We may issue warrants to purchase common stock (which we refer to as common stock warrants). Any of these warrants may be issued independently or together with any other securities offered by this prospectus and may be attached to or separate from those securities.
While the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement. The terms of any warrants we offer under a prospectus supplement may differ from the terms we describe below.
We may issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
We will incorporate by reference into the registration statement of which this prospectus forms a part the form of warrant agreement, including a form of warrant certificate, that describes the terms of the series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge you to read the applicable prospectus supplements related to the warrants that we sell under this prospectus, as well as the complete warrant agreements that contain the terms of the warrants.
We will set forth in the applicable prospectus supplement the terms of the warrants in respect of which this prospectus is being delivered, including, when applicable, the following:
 
 	•	 	the title of the warrants;	
 
 	•	 	the aggregate number of the warrants;	
 
 	•	 	the price or prices at which the warrants will be issued;	
 
 	•	 	the designation, number, and terms of the securities purchasable upon exercise of the warrants;	
 
 	•	 	the designation and terms of the other securities, if any, with which the warrants are issued and the number of warrants issued with each such security;	
 
 	•	 	the date, if any, on and after which the warrants and the related underlying securities will be separately transferable;	
 
 	•	 	the price at which each underlying security purchasable upon exercise of the warrants may be purchased;	
 
 	•	 	the date on which the right to exercise the warrants will commence and the date on which such right will expire;	
 
 	•	 	the minimum amount of the warrants that may be exercised at any one time;	
 
 	•	 	any information with respect to book-entry procedures;	
 
 	•	 	the effect of any merger, consolidation, sale, or other disposition of our business on the warrant agreement and the warrants;	
 
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 	•	 	any other terms of the warrants, including terms, procedures, and limitations relating to the transferability, exchange, and exercise of such warrants;	
 
 	•	 	the terms of any rights to redeem or call, or accelerate the expiration of, the warrants;	
 
 	•	 	the date on which the right to exercise the warrants begins and the date on which that right expires;	
 
 	•	 	the U.S. federal income tax consequences of holding or exercising the warrants; and	
 
 	•	 	any other specific terms, preferences, rights, or limitations of, or restrictions on, the warrants.	
Unless specified in an applicable prospectus supplement, common stock warrants will be in registered form only.
A holder of warrant certificates may exchange them for new certificates of different denominations, present them for registration of transfer, and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any common stock warrants are exercised, holders of the warrants will not have any rights of holders of the underlying common stock, including any rights to receive dividends or to exercise any voting rights, except to the extent set forth under the heading “Warrant Adjustments” below.
Exercise of Warrants
Each warrant will entitle the holder to purchase for cash shares of common stock at the applicable exercise price set forth in, or determined as described in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Warrants may be exercised by delivering to the corporation trust office of the warrant agent or any other officer indicated in the applicable prospectus supplement (a) the warrant certificate properly completed and duly executed and (b) payment of the amount due upon exercise. As soon as practicable following exercise, we will forward the shares of common stock. If less than all of the warrants represented by a warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or a part of the exercise price for the warrants.
Amendments and Supplements to the Warrant Agreements
We may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not materially and adversely affect the interests of the holders of the warrants.
Warrant Adjustments
Unless the applicable prospectus supplement states otherwise, the exercise price of, and the number of securities covered by, a common stock warrant will be adjusted proportionately if we subdivide or combine our common stock. In addition, unless the prospectus supplement states otherwise, if we, without payment:
 
 	•	 	issue capital stock or other securities convertible into or exchangeable for common stock or preferred stock, or any rights to subscribe for, purchase, or otherwise acquire any of the foregoing, as a dividend or distribution to holders of our common stock or preferred stock;	
 
 	•	 	pay any cash to holders of our common stock or preferred stock other than a cash dividend paid out of our current or retained earnings or other than in accordance with the terms of the preferred stock;	
 
 	•	 	issue any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to holders of our common stock or preferred stock; or	
 
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 	•	 	issue common stock or preferred stock or additional stock or other securities or property to holders of our common stock or preferred stock by way of spinoff, split-up, reclassification, combination of shares, or similar corporate rearrangement,	
then the holders of common stock warrants will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of stock and other securities and property such holders would have been entitled to receive had they held the common stock issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional stock and other securities and property.
Except as stated above, the exercise price and number of securities covered by a common stock warrant and the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible into or exchangeable for those securities.
Holders of common stock warrants may have additional rights under the following circumstances:
 
 	•	 	certain reclassifications, capital reorganizations, or changes of the common stock;	
 
 	•	 	certain share exchanges, mergers, or similar transactions involving us and which result in changes of the common stock; or	
 
 	•	 	certain sales or dispositions to another entity of all or substantially all of our property and assets.	
If one of the above transactions occurs and holders of our common stock are entitled to receive stock, securities, or other property with respect to or in exchange for their securities, the holders of the common stock warrants then outstanding will be entitled to receive upon exercise of their warrants the kind and amount of shares of stock and other securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.
 DESCRIPTION OF UNITS
The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may offer under this prospectus. Units may be offered independently or together with common stock and warrants offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will generally apply to any future units that we may offer under this prospectus, we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.
We will incorporate by reference into the registration statement of which this prospectus forms a part the form of unit agreement, including a form of unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series of units. The following summaries of material provisions of the units and the unit agreements are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the units that we sell under this prospectus, as well as the complete unit agreements that contain the terms of the units.
General
We may issue units consisting of common stock and warrants in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time, or at any time before a specified date.
 
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We will describe in the applicable prospectus supplement the terms of the series of units, including the following:
 
 	•	 	the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;	
 
 	•	 	any provisions of the governing unit agreement that differ from those described below; and	
 
 	•	 	any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units.	
The provisions described in this section, as well as those described under “Description of Common Stock” and “Description of Warrants,” will apply to each unit and to any common stock or warrant included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit, without the consent of the related unit agent or the holder of any other unit, may enforce by appropriate legal action its rights as holder under any security included in the unit.
Title
We, the unit agent, and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purposes and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
 CERTAIN PROVISIONS OF NEVADA LAW
AND OUR CHARTER AND BYLAWS
The following paragraphs summarize certain provisions of Nevada law and our second amended and restated articles of incorporation and second amended and restated bylaws. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to Nevada law and to our second amended and restated articles of incorporation and second amended and restated bylaws, copies of which are on file with the SEC as exhibits to reports previously filed by us. See “Where You Can Find More Information.”
General
Certain provisions of our second amended and restated articles of incorporation and second amended and restated bylaws and Nevada law could make our acquisition by a third party, a change in our incumbent management, or a similar change in control more difficult, including:
 
 	•	 	an acquisition of us by means of a tender or exchange offer;	
 
 	•	 	an acquisition of us by means of a proxy contest or otherwise; or	
 
 	•	 	the removal of a majority or all of our incumbent officers and directors.	
These provisions, which are summarized below, are likely to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that these provisions help to protect our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that this benefit outweighs the potential disadvantages of discouraging such a proposal because our ability to negotiate with the proponent could result in an improvement of the terms of the proposal. The existence of these provisions which
 
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are described below could limit the price that investors might otherwise pay in the future for our securities. This description is intended as a summary only and is qualified in its entirety by reference to our second amended and restated articles of incorporation and second amended and restated bylaws, as well as Nevada law.
Second Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws
Authorized But Unissued Capital Stock. We have shares of common stock and preferred stock available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the Nasdaq Stock Market. We may utilize these additional shares for a variety of corporate purposes, including for future public offerings to raise additional capital or facilitate corporate acquisitions or for payment as a dividend on our capital stock. The existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a controlling interest in our company by means of a merger, tender offer, proxy contest, or otherwise. In addition, if we issue preferred stock, the issuance could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation.
Blank Check Preferred Stock . Our board of directors, without stockholder approval, has the authority under our second amended and restated articles of incorporation to issue preferred stock with rights superior to the rights of the holders of common stock. As a result, preferred stock could be issued quickly and easily, could impair the rights of holders of common stock, and could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult.
Classified Board of Directors . Our second amended and restated articles of incorporation provide for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. As a result, it will be harder for the existing stockholders to replace our board of directors or for another party to obtain control of our company by replacing our board of directors.
Number of Directors; Removal; Filling Vacancies . Our second amended and restated articles of incorporation and second amended and restated bylaws provide that the number of directors shall be fixed by resolution of our board of directors from time to time. Our second amended and restated bylaws provide that directors may be removed without cause by the affirmative vote of a majority of the outstanding shares entitled to vote. Our second amended and restated articles of incorporation and second amended and restated bylaws provide that vacancies on our board of directors may be filled solely by a majority vote of the remaining directors, even though less than a quorum. The stockholders may fill a vacancy only if there are no directors in office.
Stockholder Meetings . Our second amended and restated bylaws provide that stockholders may not call a special meeting of stockholders. Rather, only our board of directors or the chairman of our board of directors may call special meetings of stockholders. Our second amended and restated bylaws also provide that the business of special meetings of stockholders shall be confined to the purposes stated in the notice of the meeting.
Requirements for Advance Notification of Stockholder Nominations and Proposals . Our second amended and restated bylaws provide that a stockholder seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice of this intention in writing. To be timely, a stockholder must deliver or mail the notice and we must receive the notice at our principal executive offices not later than 60 and not earlier than 90 days prior to the first anniversary of the preceding year’s annual meeting, subject to certain exceptions. Our second amended and restated bylaws also specify requirements as to the form and content of the stockholder’s notice. These provisions could delay stockholder actions that are favored by the holders of a majority of our outstanding stock until the next stockholders’ meeting.
Nevada Anti-Takeover Provisions
Nevada law contains both (i) a control share statute, which generally denies voting rights to the shares of any person who acquires a controlling interest in certain Nevada corporations unless the voting rights of such shares
 
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are approved by a majority of the disinterested voting power of the corporation; and (ii) an affiliate transaction statute, which generally prevents certain business combinations between a Nevada corporation and the beneficial owners of 10% or more of the voting shares of such corporation.
Limitation of Liability and Indemnification
Nevada law authorizes a Nevada corporation to limit the personal liability of directors and officers to the corporation, its stockholders, or its creditors for damages for certain actions or failures to act in their capacity as a director of officer. We believe that such a provision is beneficial in attracting and retaining qualified officers and directors, and accordingly, our second amended and restated articles of incorporation include provisions limiting the liability of our officers and directors to the fullest extent permitted by Nevada law. In addition, our second amended and restated bylaws provide that we may indemnify our officers and directors to the fullest extent permitted by Nevada law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us under the provisions that we describe above or otherwise, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Our second amended and restated bylaws also permit us to purchase and maintain insurance on behalf of any officer or director for any liability arising out of his or her actions in that capacity, regardless of whether our second amended and restated bylaws would otherwise permit indemnification for that liability.
 PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus from time to time in one or more of the following ways:
 
 	•	 	to or through underwriters or dealers,	
 
 	•	 	directly to one or more purchasers,	
 
 	•	 	through agents, or	
 
 	•	 	through a combination of any of these methods of sale.	
The prospectus supplement with respect to the offered securities will describe the terms of the offering, including the following:
 
 	•	 	the name or names of any underwriters or agents,	
 
 	•	 	any public offering price,	
 
 	•	 	the proceeds from such sale,	
 
 	•	 	any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation,	
 
 	•	 	any over-allotment options under which underwriters may purchase additional securities from us,	
 
 	•	 	any discounts or concessions allowed or reallowed or paid to dealers, and	
 
 	•	 	any securities exchanges on which the securities may be listed.	
We may distribute the securities from time to time in one or more of the following ways:
 
 	•	 	at a fixed public offering price or prices, which may be changed,	
 
 	•	 	at prices relating to prevailing market prices at the time of sale,	
 
 	•	 	at varying prices determined at the time of sale, or	
 
 	•	 	at negotiated prices.	
 
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Unless otherwise indicated in the applicable prospectus supplement, if we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price, or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. Unless otherwise indicated in a prospectus supplement, the underwriters will be obligated to purchase all the securities of the series offered if they purchase any of the securities of that series. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship. We may designate agents who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing basis. We may also sell securities directly to one or more purchasers without using underwriters or agents.
Underwriters, dealers, or agents may receive compensation in the form of discounts, concessions, or commissions from us or from purchasers of the securities as their agents in connection with the sale of the securities. These underwriters, dealers, or agents may be considered to be underwriters under the Securities Act. As a result, discounts,, concessions, or commissions on resale received by underwriters, dealers, or agents may be treated as underwriting discounts and commissions. Each prospectus supplement will identify any underwriter, dealer, or agent and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which is listed on the Nasdaq Stock Market. We may elect to list any other class or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.
In connection with any offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.
 
 	•	 	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.	
 
 	•	 	Over-allotment involves sales by the underwriters of shares of our common stock in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares of our common stock over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares of our common stock involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing shares of our common stock in the open market.	
 
 	•	 	Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares of our common stock available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option so that if there is a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares of our common stock in the open market after the pricing of any offering that could adversely affect investors who purchase in that offering.	
 
 	•	 	Penalty bids permit the representatives of the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.	
 
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These stabilizing transactions, over-allotments, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Stock Market or otherwise and, if commenced, may be discontinued at any time.
Underwriters, dealers, and agents may be entitled under agreements entered into with us to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments they may be required to make in respect of these liabilities. Underwriters, dealers, and agents and their affiliates may be customers of, may engage in transactions with, or perform services for our company in the ordinary course of business for which they receive compensation.
 LEGAL MATTERS
The validity of the securities offered hereby will be passed upon by Greenberg Traurig, LLP, Phoenix, Arizona.
 EXPERTS
The consolidated financial statements of Quest Resource Holding Corporation as of December 31, 2013 and 2012 and for each of the two years in the period ended December 31, 2013 incorporated herein by reference have been so incorporated in reliance on the report of Semple, Marchal & Cooper, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Quest Resource Management Group, LLC as of December 31, 2012 and 2011 and for each of the two years in the period ended December 31, 2012 incorporated herein by reference have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial information as of June 30, 2013 and for the six months ended June 30, 2013 and 2012, which is incorporated herein by reference, Semple, Marchal & Cooper, LLP have applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their report included in the Quest Resource Holding Corporation Current Report on Form 8-K/A filed with the SEC on October 1, 2013, and incorporated by reference herein, they did not audit and they do not express an opinion on that condensed consolidated interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Semple, Marchal & Cooper, LLP are not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited condensed consolidated interim financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act.
 
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$18,000,000

Quest Resource Holding Corporation
9,000,000 Shares of Common Stock and
Warrants to Purchase 9,000,000 Shares of Common Stock

 
PROSPECTUS SUPPLEMENT

 
September 19, 2014
Sole Book Running Manager
Maxim Group LLC