Attached files
| file | filename |
|---|---|
| EX-4.1 - New Generation Biofuels Holdings, Inc | v183764_ex4-1.htm |
| EX-4.2 - New Generation Biofuels Holdings, Inc | v183764_ex4-2.htm |
| EX-10.2 - New Generation Biofuels Holdings, Inc | v183764_ex10-2.htm |
| EX-10.1 - New Generation Biofuels Holdings, Inc | v183764_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 30, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Florida
|
1-34022
|
26-0067474
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
5850
Waterloo Road, Suite 140
Columbia,
Maryland 21045
(Address
of principal executive offices)(Zip Code)
(410)
480-8084
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 1 3-e-4(c) under the Exchange Act (17 CFR 240.1
3e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item
3.02 Unregistered Sales of Equity Securities.
Private Placement of 90-Day
Secured Convertible Notes and Warrants
On April 30, 2010, New Generation
Biofuels Holdings, Inc. (the “Company” or “we”) completed a private placement of
90-day secured convertible notes and warrants, raising approximately $700,000 in
gross proceeds and approximately $630,000 in net proceeds, after deducting
finders’ fees. The securities were issued pursuant to a Note
and Warrant Purchase Agreement, dated April 30, 2010, between the Company and
two purchasers, the full text of which is attached as Exhibit 10.1 to this Form
8-K (the “Purchase Agreement”).
Secured Convertible
Notes. Key terms of the secured convertible notes are
summarized below. In connection with the Purchase Agreement,
the Company executed a Secured Convertible Promissory Note and Security
Agreement with each note purchaser under the Purchase Agreement (the
“Notes”). The Notes will pay interest at a rate of 10% per annum,
will mature ninety (90) calendar days after their date of issuance (or July 29,
2010) and are convertible into shares of our common stock at a conversion price
of $0.90 per share at any time prior to the maturity date, at the election of
the noteholder. In the aggregate, the Notes will be convertible into
up to 797,222 shares of our common stock if held to maturity, including
interest. The Notes are secured by (1) a first-priority security
interest in Company assets at our leased Baltimore biofuel production plant and
(2) a pledge of a number of shares of our common stock held by 2020 Energy LLC,
our largest shareholder, equal to 120% of the maximum aggregate principal amount
of the Notes divided by the consolidated closing bid price of our common stock
on the Nasdaq Capital Market immediately prior to entering into binding
agreements for this transaction. Pursuant to a Reimbursement
Agreement between the Company and 2020 Energy (the “Reimbursement Agreement”),
if an event of default occurs under the Notes and remains uncured and the
noteholders exercise their rights against the pledged shares from 2020 Energy,
we have agreed to reimburse 2020 Energy by issuing to 2020 Energy a number of
shares equal to the pledged shares, to the extent permissible by Nasdaq
rules.
At any time at our option, we may
prepay without penalty the outstanding principal amount of the Notes plus unpaid
accrued interest. Upon the occurrence of an event of default, the
outstanding principal and all accrued interest on the Notes will accelerate and
automatically become immediately due and payable. The Note purchasers, at their
option, also have the right to accelerate payment if we engage in certain change
of control transactions.
Warrants. In
connection with the sale of the Notes, we also issued warrants to purchase in
the aggregate 388,889 shares of common stock at an exercise price of $0.90 per
share. Each purchaser of the Notes received warrants to purchase a
number of shares of common stock equal to 50% of the note purchase
price (as defined in the Purchase Agreement) divided by $0.90. The
warrants are exercisable at any time after the six-month anniversary of their
date of issuance and will expire on the fifth anniversary of their date of
issuance. We do not intend that the warrants will trade on any
exchange or be listed for quotation on any market.
Use of
Proceeds. We intend to use proceeds from the offering for
working capital, operating expenses and general corporate
purposes. Based on current estimates, we anticipate that our existing
financial resources, including the net proceeds from this offering, will be
adequate to continue to conduct our business through at least June 30,
2010. We will need to raise additional capital prior to the maturity
date to repay the Notes and to continue operating our business.
Finders Fees. We
have agreed to pay commissions to certain finders in connection with the
offering based on the proceeds received from the purchasers introduced by each
finder. We will pay to each finder a cash commission of 10% of the total
proceeds received at closing based on proceeds from purchasers introduced
to the Company by such finder and warrants to purchase a number of shares of
common stock equal to 10% of the same total proceeds divided by
$0.90.
Securities Act
Exemption. The offering was exempt from registration under the
Securities Act in accordance with Section 4(2) under the Securities Act and Rule
506 as an offering made solely to “accredited investors” as defined under the
Securities Act. The Company obtained representations and warranties
from the purchasers in the Purchase Agreement to support the Company’s reliance
on this exemption.
The foregoing descriptions of the terms
of the Purchase Agreement, the Notes, the Reimbursement Agreement, the warrants
and the Finder’s Fee Agreement do not purport to be complete and are qualified
in their entirety by reference to the text of these documents filed as exhibits
hereto which are incorporated herein by reference. The Company is not
a party to the Pledge Agreement between 2020 Energy and the
noteholders.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit
No.
|
Description
|
|
|
4.1
|
Form
of Secured Convertible Promissory Note and Security
Agreement
|
|
|
4.2
|
Form
of Warrant
|
|
|
10.1
|
Form
Note and Warrant Purchase Agreement
|
|
|
10.2
|
Reimbursement
Agreement between 2020 Energy LLC and the
Company
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
| Date: May 6, 2010 |
/s/ Dane R.
Saglio
Name:
Dane R. Saglio
Title:
Chief Financial
Officer
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
|
4.1
|
Form
of Secured Convertible Promissory Note and Security
Agreement
|
|
|
4.2
|
Form
of Warrant
|
|
|
10.1
|
Form
Note and Warrant Purchase Agreement
|
|
|
10.2
|
Reimbursement
Agreement between 2020 Energy LLC and the
Company
|