- Current report filing (8-K)
September 24 2010 - 2:36PM
Edgar (US Regulatory)
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):
September 22,
2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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1-34022
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26-0067474
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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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 13-e-4(c) under the Exchange Act (17 CFR
240.1 3e-4(c))
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Item
1.01 Entry Into a Material Definitive Agreement.
On
September 22, 2010, New Generation Biofuels Holdings, Inc., a Florida
corporation (the “Company”), conducted a registered direct offering (the
“Offering”) by entering into a securities purchase agreement (the “Securities
Purchase Agreement”) with a small number of institutional investors relating to
the issuance and sale by the Company of 3,557,692 shares (the “Shares”) of its
common stock, par value $0.001 per share (the “Common Stock”) and warrants to
issue 2,668,269 shares (the “Warrants”). Each Share was
purchased at a price of $0.13. The closing price of the Company’s common stock
on the NASDAQ Capital Market on the pricing date, September 21, 2010, was $0.13
per share. The Offering closed on September 23, 2010.
The gross
proceeds from the Offering were $462,500, and the net proceeds, after deducting
the placement agent’s fee and the estimated offering expenses payable by the
Company, are expected to be approximately $442,500. The Company will use
proceeds from the Offering to fund operations and for working capital and
general corporate purposes. We may also pay amounts due pursuant to
select debt settlement agreements we reached with creditors. Based on our
current estimates, we anticipate that our existing financial resources,
including the expected net proceeds to us from this offering, will be adequate
to permit us to continue to conduct our business through mid-November
2010. The Company expects to need to raise additional capital in the
near future to continue its business.
The
Company also amended the placement agent agreement entered into August 13, 2010
(the “Placement Agent Agreement”), with Palladium Capital Advisors LLC (as
amended, the “Placement Agent”) pursuant to which the Placement Agent agreed to
act as exclusive placement agent on a reasonable best efforts basis for the
Offering. The Placement Agent received a fee equal to 7% of the gross
proceeds of the Offering in the form of Common Stock of the
Company. Each share of Common Stock issued as compensation to the
Placement Agent was valued at $0.13 per share.
A copy of
the form of Placement Agent Agreement was attached with the Form 8-K filed by
the Company on August 17, 2010 as Exhibit 1.1 and is incorporated herein by
reference. The Form of Amendment Number 1 to the Placement Agent
Agreement is attached hereto as Exhibit 1.1 to this report and is incorporated
herein by reference. The description of the Placement Agent Agreement is a
summary only and is qualified in its entirety by reference to
Exhibit 1.1. A copy of the form of Warrant is attached hereto as
Exhibit 4.1 to this report, and is incorporated herein by reference. The
description of the Warrant is a summary only and is qualified in its entirety by
reference to Exhibit 4.1. A copy of the Securities Purchase Agreement is
attached hereto as Exhibit 10.1 to this report and is incorporated herein
by reference. The description of the Securities Purchase Agreement is
a summary only and is qualified in its entirety by reference to
Exhibit 10.1.
The legal
opinion of Fredrikson & Byron, P.A. relating to the Shares, the Warrant and
the Common Stock issuable upon exercise of the Warrant is attached as
Exhibit 5.1 to this report.
On
September 23, 2010, the Company issued a press release with respect to the
pricing of its offer and sale of the Shares. A copy of the press release has
been furnished as Exhibit 99.1 to this report.
The
Company offered and is selling the above referenced securities pursuant to a
shelf registration statement on Form S-3 (Registration No. 333-156449)
declared effective by the Securities and Exchange Commission on January 27, 2009
(together with the prospectus included therein, the “Shelf Registration
Statement”). This Current Report on Form 8-K is being filed in part
for the purpose of incorporating the Exhibits 1.1, 4.1, 10.1 and 99.1 of this
report by reference into the Shelf Registration Statement for purposes of this
Offering. The benefits of the representations and warranties set
forth in such documents are intended only for investors in the offering, and do
not constitute continuing representations and warranties of the Company to any
future or other investors.
Forward
Looking Statements
This Form 8-K contains
forward-looking statements. These forward-looking statements concern the
Company's operations, prospects, plans, economic performance and financial
condition and are based largely on the Company's beliefs and expectations. These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results to be materially different from any future results
expressed or implied by such forward-looking statements. The risks and
uncertainties related to our business, which include all the risks attendant an
emerging growth company in the volatile energy industry, including those set
forth in the Company’s Annual Report on Form 10-K for the year ended December
31, 2009, and in subsequent filings with the Securities and Exchange Commission.
These forward-looking statements are made as of the date of this Form 8-K,
and the Company assumes no obligation to update the forward-looking statements
or to update the reasons why the actual results could differ from those
projected in the forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
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1.1
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Form
of Amendment Number One to Placement Agent Agreement, dated as of
September 22, 2010, by and among the Company and Palladium Capital
Advisors LLc
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5.1
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Opinion
of Fredrikson & Byron, P.A..
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10.1
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Form
of Securities Purchase Agreement.
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23.1
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Consent
of Fredrikson & Byron, P.A. (included in Exhibit
5.1).
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99.1
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Press
release, dated September 23, 2010.
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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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Date:
September 24, 2010
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By:
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/s/
Cary J. Claiborne
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Cary
J. Claiborne
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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1.1
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Form
of Amendment Number One to Placement Agent Agreement, dated as of
September 22, 2010, by and among the Company and Palladium Capital
Advisors LLc
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5.1
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Opinion
of Fredrikson & Byron, P.A..
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10.1
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Form
of Securities Purchase Agreement.
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23.1
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Consent
of Fredrikson & Byron, P.A. (included in Exhibit
5.1).
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99.1
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Press
release, dated September 23,
2010.
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