Attached files
| file | filename |
|---|---|
| EX-4.1 - EX-4.1 - Bluefire Renewables, Inc. | v208889_ex4-1.htm |
| EX-99.1 - EX-99.1 - Bluefire Renewables, Inc. | v208889_ex99-1.htm |
| EX-10.2 - EX-10.2 - Bluefire Renewables, Inc. | v208889_ex10-2.htm |
| EX-10.1 - EX-10.1 - Bluefire Renewables, Inc. | v208889_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 19,
2011
BLUEFIRE
RENEWABLES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-52361
|
20-4590982
|
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
31
Musick
Irvine,
CA 92618
(Address
of principal executive offices)
(949)
588-3767
(Telephone
number, including area code)
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):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into
a Material Definitive Agreement.
On
January 19, 2011, BlueFire Renewables, Inc. (the “Company”) signed a $10 million
purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund,
LLC (“LPC”), an Illinois limited liability company. Upon signing the
Purchase Agreement, BlueFire received $150,000 from LPC as an initial purchase
under the $10 million commitment in exchange for 428,571 shares of our common
stock and warrants to purchase 428,571 shares of our common stock at an exercise
price of $0.55 per share. We also entered into a registration rights
agreement with LPC whereby we agreed to file a registration statement related to
the transaction with the U.S. Securities & Exchange Commission (“SEC”)
covering the shares that may be issued to LPC under the Purchase Agreement.
After the SEC has declared effective the registration statement related to the
transaction, we have the right, in our sole discretion, over a 30-month period
to sell our shares of common stock to LPC in amounts up to $500,000 per sale,
depending on certain conditions as set forth in the Purchase Agreement, up to
the aggregate commitment of $10 million.
There are
no upper limits to the price LPC may pay to purchase our common stock and the
purchase price of the shares related to the $9.85 million of future additional
funding will be based on the prevailing market prices of the Company’s shares
immediately preceding the time of sales without any fixed discount, and the
Company controls the timing and amount of any future sales, if any, of shares to
LPC. LPC shall not have the right or the obligation to purchase any
shares of our common stock on any business day that the price of our common
stock is below $0.15.
The
Purchase Agreement contains customary representations, warranties, covenants,
closing conditions and indemnification and termination provisions by, among and
for the benefit of the parties. LPC has covenanted not to cause or engage in any
manner whatsoever, any direct or indirect short selling or hedging of the
Company’s shares of common stock. In consideration for entering into
the $10 million agreement, we issued to LPC 600,000 shares of our common stock
as a commitment fee and shall issue up to 600,000 shares pro rata as LPC
purchases up to the remaining $9.85 million. The Purchase Agreement may be
terminated by us at any time at our discretion without any cost to
us. Except for a limitation on variable priced financings, there are
no financial or business covenants, restrictions on future fundings, rights of
first refusal, participation rights, penalties or liquidated damages in the
agreement. The proceeds received by the Company under the purchase
agreement are expected to be used for general working capital
purposes.
The
foregoing description of the Purchase Agreement and the registration rights
agreement are qualified in their entirety by reference to the full text of the
Purchase Agreement and the registration rights agreement, a copy of each of
which is attached hereto as Exhibit 10.1 and 10.2, respectively, and each of
which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information contained above in Item 1.01 is hereby incorporated by
reference into this Item 3.02.
In
addition, the Company is relying on an exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Act”), for the
private placement of the securities we have issued under the Purchase Agreement
pursuant to Section 4(2) of the Act.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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4.1
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Warrant issued to Lincoln Park Capital Fund, LLC.
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10.1
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Purchase
Agreement, dated as of January 19, 2011, by and between the Company and
Lincoln Park Capital Fund, LLC.
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10.2
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Registration
Rights Agreement, dated as of January 19, 2011, by and between the Company
and Lincoln Park Capital Fund, LLC.
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99.1
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Press
Release, dated January 24,
2011.
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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.
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Dated:
January 24, 2011
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BLUEFIRE
ETHANOL FUELS, INC.
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By:
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/s/ Arnold R.
Klann
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Arnold
R. Klann
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|||
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Chief
Executive Officer
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