Attached files
| file | filename |
|---|---|
| EX-4.3 - New Generation Biofuels Holdings, Inc | v210296_ex4-3.htm |
| EX-4.2 - New Generation Biofuels Holdings, Inc | v210296_ex4-2.htm |
| EX-4.1 - New Generation Biofuels Holdings, Inc | v210296_ex4-1.htm |
| EX-1.1 - New Generation Biofuels Holdings, Inc | v210296_ex1-1.htm |
| EX-99.1 - New Generation Biofuels Holdings, Inc | v210296_ex99-1.htm |
| EX-10.1 - New Generation Biofuels Holdings, Inc | v210296_ex10-1.htm |
| EX-10.2 - New Generation Biofuels Holdings, Inc | v210296_ex10-2.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):February 1, 2011
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):
¨ 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
240.14-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13-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 Senior
Secured Convertible Notes
On
February 1, 2011, New Generation Biofuels Holdings, Inc. (the “Company,” “our,”
or “we”) completed a private placement of senior secured convertible notes (the
“Notes”) with four (4) accredited investors (each, an “Investor,” collectively,
the “Investors”), raising approximately $1,000,000 in gross
proceeds. The Notes were issued pursuant to a Subscription Agreement
(the “Subscription Agreement”), between the Company and the Investors, the full
text of which is attached as Exhibit 10.1 to this Form 8-K. The full
text of the form of Note is attached as Exhibit 4.1 to this Form
8-K.
Senior Secured Convertible
Notes. Key terms of the Notes are summarized
below. In connection with the Subscription Agreement and the sale of
the Notes, the Company executed a Security Agreement with the Investors (the
“Security Agreement”), the full text of which is attached as Exhibit 10.2 to
this Form 8-K. The Notes will pay interest at a rate of eight percent
(8%) per annum, mature six (6) months after their date of issuance and are
convertible into shares of our common stock at a conversion price of ten cents
($0.10) per share of Company common stock (subject to adjustment as described in
the Notes) at any time prior to repayment, at the election of the
Investor. In the aggregate, the Notes will be convertible into up to
10,400,000 shares of our common stock if held to maturity, including
interest. Pursuant to the Security Agreement, the Notes are secured
by the assets of the Company until fifty-one percent (51%) of the aggregate
outstanding principal of the Notes is either retired or converted into shares of
the Company’s common stock.
At any
time prior to maturity of the Notes, at our option, we may prepay the
outstanding principal amount of the Notes plus unpaid accrued interest without
penalty. Upon the occurrence of an event of default (as defined in
the Notes and Security Agreement), the outstanding principal and all accrued
interest on the Notes will accelerate and automatically become immediately due
and payable. The Investors, 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 the Company also issued two (2) sets of
warrants to each investor. Class A warrants are exercisable for an
aggregate of 4,500,000 shares of Company common stock with an exercise price of
ten cents ($0.10) per share (the “Class A Warrants”) and Class B warrants
exercisable for an aggregate of 500,000 shares of Company common stock at
one-half cent ($0.005) per share (the “Class B Warrants,” and collectively with
the Class A Warrants, the “Warrants”). The full text of the form of
Class A Warrant and Class B Warrant are attached as Exhibit 4.2 and 4.3,
respectively, to this Form 8-K. The Notes may not be converted and
the Warrants may not be exercised unless and until the Company’s shareholders
approve an increase in authorized common stock as described in the Company’s
definitive proxy statement, which was filed with the Securities and Exchange
Commission on January 14, 2011.
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 March 31,
2011. We will need to raise additional capital prior to the maturity
date to repay the Notes and to continue operating our business.
Brokers
Fees. Pursuant to Amendment 4 to the Non-Exclusive Placement
Agent Agreement (“Amendment 4”), we have agreed to pay commissions to Palladium
Capital Advisors, LLC (the “Placement Agent”) in connection with the offering
based on the proceeds received from the purchasers introduced. We will pay the
Placement Agent a cash commission equal to three percent (3%) of the total
proceeds received at closing, and issue to the Placement Agent a Class B Warrant
to purchase up to 400,000 shares of the Company’s unregistered common
stock. The full text of Amendment 4 is attached as Exhibit 1.1 to
this Form 8-K.
Securities Act
Exemption. The offering was exempt from registration under the
Securities Act of 1933, as amended (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 Notes and the Placement Agent
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.
Press Release. On
February 2, 2011, the Company issued a press release describing the transaction
described above. A copy of the press release is furnished as Exhibit
No. 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
|
|
(a)
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Financial
statements: None.
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(b)
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Pro
forma financial
information: None.
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(c)
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Shell
Company
Transactions: None.
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(d)
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Exhibits:
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1.1
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Amendment
4 to Non-Exclusive Placement Agent
Agreement
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4.1
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Form
of Senior Secured Convertible Promissory
Note
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4.2
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Form
of Class A Warrant
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4.3
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Form
of Class B Warrant
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10.1
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Subscription
Agreement dated February 1, 2011, by and among the Company and the
Investors
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10.2
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Security
Agreement dated February 1, 2011, by and among the Company and the
Investors
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99.1
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Press
Release dated February 2,
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 hereunto
duly authorized.
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NEW
GENERATION BIOFUELS HOLDINGS, INC.
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|||
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Date: February
7, 2010
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By:
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/s/
Dane R. Saglio
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Dane
R. Saglio
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|||
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Chief
Financial Officer
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|||
EXHIBIT
INDEX
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Exhibit No.
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Description
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1.1
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Amendment
4 to Non-Exclusive Placement Agent Agreement dated February 1, 2011, by
and between the Company and the Placement Agent
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4.1
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Form
of Senior Secured Convertible Promissory Note
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4.2
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Form
of Class A Warrant
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4.3
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Form
of Class B Warrant
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10.1
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Subscription
Agreement dated February 1, 2011, by and among the Company and the
Investors
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10.2
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Security
Agreement dated February 1, 2011, by and among the Company and the
Investors
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99.1
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Press
Release dated February 2,
2011
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