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): May 14, 2021
VERTEX ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-11476 | 94-3439569 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
1331 Gemini Street Suite 250 Houston, Texas 77058 | ||
| (Address of principal executive offices) (Zip Code) | ||
Registrant’s telephone number, including area code: (866) 660-8156
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
Common Stock, $0.001 Par Value Per Share |
VTNR |
The NASDAQ Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Option Grants
Effective May 14, 2021, the Board of Directors and Compensation Committee of the Board of Directors of Vertex Energy, Inc. (the “Company”), in connection with the Company’s annual equity compensation review, approved:
| (a) | the grant of incentive stock options to purchase 1,021,240 shares of the Company’s common stock to twenty-two officers and/or employees of the Company, in consideration for services rendered, including to Benjamin P. Cowart, the President and Chief Executive Officer of the Company (options to purchase 96,620 shares); Chris Carlson, the Chief Financial Officer and Secretary of the Company (options to purchase 67,360 shares); and John Strickland, the Chief Operating Officer of the Company (options to purchase 42,360 shares)(collectively, the “Officer/Employee Options”); and |
| (b) | the grant of non-qualified stock options to purchase shares of the Company’s common stock to each of the five non-executive members of the Board of Directors of the Company, Messrs. Dan Borgen, David Phillips, Christopher Stratton, Timothy C. Harvey and James P. Gregory (options to purchase 60,000 shares each, or 300,000 in aggregate)(the “Non-Executive Director Options” and together with the Officer/Employee Options, the “Options”). |
The Options were granted under the Company’s 2019 Equity Incentive Plan (the “Plan”) and the Options (other than Mr. Cowart’s Options) had a term of ten years; provided that Mr. Cowart’s Options had a term of five years, subject in all cases to the terms and conditions of the Plan and the award agreements to be entered into to evidence such grants, and each officer’s, employee’s and/or director’s continued service with the Company. The Options vest to each individual at the rate of 1/4th of such awarded Options per year on each of May 14, 2022, 2023, 2024 and 2025. The Options (other than Mr. Cowart’s) had an exercise price of $1.92 per share, the closing sales price of the Company’s common stock on the NASDAQ Capital market on May 14, 2021 (the “Market Price”); provided that Mr. Cowart’s Options had an exercise price of $2.12 per share, representing 110% of the Market Price. The Plan has been registered on a Form S-8 Registration Statement previously filed by the Company with the Securities and Exchange Commission.
The description of the Options above is qualified in its entirety by the terms of the Option Agreements evidencing each grant, a form of which is incorporated by reference herein as Exhibit 10.2, and the terms of which are incorporated by reference in this Item 5.02.
| Item 8.01 | Other Events. |
The description of the Non-Executive Director Options and the Officer/Employee Options (to the extent not granted to executive officers of the Company) set forth in Item 1.01 above, is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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.
| VERTEX ENERGY, INC. | ||
| Date: May 17, 2021 | By: | /s/ Chris Carlson |
| Chris Carlson | ||
| Chief Financial Officer | ||