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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): October 16, 2023
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) |
(IRS 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) |
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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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☐ |
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. ☐
On October 16, 2023, Vertex
Energy, Inc. (the “Company”) issued a press release announcing the Company’s engagement of an investment bank
to act as the Company’s strategic financial advisor to assist with the Company’s renewable fuels growth strategy. A copy of
the press release is attached hereto as Exhibit 99.1, and is incorporated into this Item 8.01 by reference.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
|
Description |
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99.1 |
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Press Release dated October 16,
2023 |
104 |
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Inline XBRL for the cover page of this Current Report on Form 8-K |
Forward-Looking Statements
This Current Report on Form 8-K, including the press
release filed as Exhibit 99.1, to this Current Report on Form 8-K, contains forward-looking
statements within the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. You
can identify these forward-looking statements by words such as “may,” “should,” “expect,”
“anticipate,” “believe,” “estimate,” “intend,” “plan”
and other similar expressions. These forward-looking statements relate to the Company’s
current expectations and are subject to the limitations and qualifications set forth in the press release and presentation as well as
in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or
results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown
risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed
or implied in such statements, including those referenced in the press release. Accordingly,
readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s
beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties,
many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial
results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Statements,” “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the SEC and
available at www.sec.gov and in the “Investor Relations–SEC Filings” section of the Company’s
website at www.vertexenergy.com. Forward-looking statements speak only as of the date they are made. The Company undertakes
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
that occur after that date, except as otherwise provided by law.
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: October 16, 2023 |
By: |
/s/ Chris Carlson |
|
|
Chris Carlson |
|
|
Chief Financial Officer |
VERTEX ENERGY, INC. 8-K
Exhibit 99.1
VERTEX ENERGY ENGAGES INVESTMENT BANK TO ENHANCE
RENEWABLE
FUELS AND SUSTAINABLE PRODUCTS GROWTH STRATEGY
HOUSTON, TX / BUSINESSWIRE / October 16, 2023 / Vertex Energy, Inc. (NASDAQ:
VTNR) ("Vertex" or the "Company"), a leading specialty refiner and marketer of high-quality refined products, today
announced that it has formally named BofA Securities, Inc. (“BofA”) as Vertex’s strategic financial advisor to assist
with the Company's renewable fuels and sustainable products growth strategy.
During this engagement, the Company expects to
review various potential strategic transaction opportunities aimed at strengthening the balance sheet to support growth acceleration and
asset development in line with the Company's forward trajectory as an energy transition company. There can be no assurance that this process
will result in any transaction. Vertex has not set a timetable for the completion of this process and does not intend to comment further
unless or until the Board of Directors has approved a definitive course of action, or it is determined that other disclosure is necessary
or appropriate.
Benjamin P. Cowart, President and CEO of Vertex,
stated, “Scaling our renewable fuels and sustainable products strategy is a top priority for us. As such, we are tightening our
focus on strategic initiatives and considering options that optimally support our long-term vision. We believe BofA has the right tools
and expertise to help us transition into this next phase of development for the Company."
About Vertex Energy
Vertex Energy is a leading energy transition company
that specializes in producing both renewable and conventional fuels. Our innovative solutions are designed to enhance the performance
of our customers and partners while also prioritizing sustainability, safety, and operational excellence. With a commitment to providing
superior products and services, Vertex Energy is dedicated to shaping the future of the energy industry.
For further details, please visit www.vertexenergy.com.
Forward-Looking Statements
Certain of the matters discussed in this communication
which are not statements of historical fact constitute forward-looking statements within the meaning of the securities laws, including
the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Words such as “strategy,”
“expects,” “continues,” “plans,” “anticipates,” “believes,” “would,”
“will,” “estimates,” “intends,” “projects,” “goals,” “targets”
and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying
these statements. Any statements made in this news release other than those of historical fact, about an action, event or development,
are forward-looking statements. The important factors that may cause actual results and outcomes to differ materially from those contained
in such forward-looking statements include, without limitation, statements concerning: the Company’s engagement of BofA Securities,
Inc.; the review and evaluation of potential joint ventures, divestitures, acquisitions, mergers, business combinations, or other strategic
transactions and their impact on shareholder value; the process by which the Company engages in evaluation of strategic transactions;
the Company’s ability to identify potential partners; the outcome of potential future strategic transactions and the terms thereof;
the future production of the Company’s Mobile Refinery; anticipated and unforeseen events which could reduce future production at
the refinery or delay future capital projects, and changes in commodity and credits values; throughput volumes, production rates, yields,
operating expenses and capital expenditures at the Mobile Refinery; the timing of, and outcome of, the evaluation and associated carbon
intensity scoring of the Company’s feedstock blends by officials in the state of California; the ability of the Company to obtain
low carbon fuel standard (LCFS) credits, and the amounts thereof; the need for additional capital in the future, including, but not limited
to, in order to complete future capital projects and satisfy liabilities, the Company’s ability to raise such capital in the future,
and the terms of such funding; the timing of capital projects at the Company’s refinery located in Mobile, Alabama (the “Mobile
Refinery”) and the outcome of such projects; the future production of the Mobile Refinery, including but not limited to, renewable
diesel production; estimated and actual production and costs associated with the renewable diesel capital project; estimated revenues,
margins and expenses, over the course of the agreement with Idemitsu; anticipated and unforeseen events which could reduce future production
at the Mobile Refinery or delay planned and future capital projects; changes in commodity and credits values; certain early termination
rights associated with third party agreements and conditions precedent to such agreements; certain mandatory redemption provisions of
the outstanding senior convertible notes, the conversion rights associated therewith, and dilution caused by conversions and/or the exchanges
of convertible notes; the Company’s ability to comply with required covenants under outstanding senior notes and a term loan and
pay amounts due under such senior notes and term loan, including interest and other amounts due thereunder; the ability of the Company
to retain and hire key personnel; the level of competition in the Company’s industry and its ability to compete; the Company’s
ability to respond to changes in its industry; the loss of key personnel or failure to attract, integrate and retain additional personnel;
the Company’s ability to protect intellectual property and not infringe on others’ intellectual property; the Company’s
ability to scale its business; the Company’s ability to maintain supplier relationships and obtain adequate supplies of feedstocks;
the Company’s ability to obtain and retain customers; the Company’s ability to produce products at competitive rates; the
Company’s ability to execute its business strategy in a very competitive environment; trends in, and the market for, the price of
oil and gas and alternative energy sources; the impact of inflation on margins and costs; the volatile nature of the prices for oil and
gas caused by supply and demand, including volatility caused by the ongoing Ukraine/Russia conflict and/or the Israel/Hamas conflict,
increased interest rates, recessions and inflation; the Company’s ability to maintain relationships with partners; the outcome of
pending and potential future litigation, judgments and settlements; rules and regulations making the Company’s operations more costly
or restrictive; volatility in the market price of compliance credits (primarily Renewable Identification Numbers (RINs) needed to comply
with the Renewable Fuel Standard (“RFS”)) under renewable and low-carbon fuel programs and emission credits needed under other
environmental emissions programs, the requirement for the Company to purchase RINs in the secondary market to the extent it does not generate
sufficient RINs internally, liabilities associated therewith and the timing, funding and costs of such required purchases, if any; changes
in environmental and other laws and regulations and risks associated with such laws and regulations; economic downturns both in the United
States and globally, changes in inflation and interest rates, increased costs of borrowing associated therewith and potential declines
in the availability of such funding; risk of increased regulation of the Company’s operations and products; disruptions in the infrastructure
that the Company and its partners rely on; interruptions at the Company’s facilities; unexpected and expected changes in the Company’s
anticipated capital expenditures resulting from unforeseen and expected required maintenance, repairs, or upgrades; the Company’s
ability to acquire and construct new facilities; the Company’s ability to effectively manage growth; decreases in global demand
for, and the price of, oil, due to inflation, recessions or other reasons, including declines in economic activity or global conflicts;
expected and unexpected downtime at the Company’s facilities; the Company’s level of indebtedness, which could affect its
ability to fulfill its obligations, impede the implementation of its strategy, and expose the Company’s interest rate risk; dependence
on third party transportation services and pipelines; risks related to obtaining required crude oil supplies, and the costs of such supplies;
counterparty credit and performance risk; unanticipated problems at, or downtime effecting, the Company’s facilities and those operated
by third parties; risks relating to the Company’s hedging activities or lack of hedging activities; and risks relating to planned
and future divestitures, asset sales, joint ventures and acquisitions.
Other important factors that may cause actual results and outcomes to
differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s
publicly filed reports, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31,
2022, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and future Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q. These reports are available at www.sec.gov. The Company cautions that the foregoing list of important
factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on
behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable
factors also could have material adverse effects on Vertex’s future results. The forward-looking statements included in this press
release are made only as of the date hereof. Vertex cannot guarantee future results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Vertex undertakes no obligation to update
these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared
by third parties that are not paid for by Vertex. If we update one or more forward-looking statements, no inference should be drawn that
we will make additional updates with respect to those or other forward-looking statements.
Contact:
INVESTOR RELATIONS
IR@vertexenergy.com
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