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): December 22, 2009
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Utah
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(State
of Incorporation)
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000-12627
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87-0407858
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6033 W. Century Blvd, Suite 895, Los Angeles,
California
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90045
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310) 641-4234
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(Registrant’s
Telephone Number, Including Area
Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
¨
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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 240.14a-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
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On
December 22, 2009, Global Clean Energy Holdings, Inc. (the “Company”) and its
wholly-owned subsidiary, MDI Oncology, Inc., completed the sale of the Company’s
legacy medical assets to Curadis GmbH.
As
disclosed by the Company in its Quarterly Report on Form 10-Q filed on November
20, 2009, the Company and its subsidiary had previously entered into a Sale and
Asset Purchase Agreement with Curadis Gmbh, an unaffiliated German company, for
the sale by the Company to Curadis GmbH of the Company’s intellectual property
and all contractual and other rights, including the patents, patent
applications, pre-clinical and clinical data, relating to “SaveCream,” a
developmental topical aromatase inhibitor cream. The Company and its
subsidiary had acquired these assets in March 2005 from Savetherapeutics, a
German company in liquidation.
On
December 22, 2009 Curadis GmbH paid the Company 300,000 Euros and assumed
certain liabilities (including in particular our 1,850,000 Euro obligation to
the liquidator of Savetherapeutics). Curadis has also agreed to
pay the Company up to 2,000,000 Euros from the future sale of products
manufactured using the Savetherapeutics assets or from licensing fees that may
in the future be received by Curadis. These royalty and other
payments will be payable only if and when any pharmaceutical products are ever
commercialized or licensed. As collateral for its contingent
obligation to pay the royalties and other payments in the future from the
commercialization of the technology, Curadis has agreed to grant the Company a
first lien on the patents and other properties that were sold to Curadis.
Although we are hopeful that the pharmaceutical product will eventually be
commercialized, no assurance can be given if or when any additional
consideration or cash will be provided to the Company. We will continue to
maintain our security interest in the asset until the final 2 million Euro
payment is made, if ever.
The
Company expects to use a substantial portion of the cash proceeds it received at
the closing to settle some outstanding indebtedness, and to use the remaining
funds for working capital purposes.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS
10.1
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Sale
and Asset Purchase Agreement, dated November 16, 2009, between the
Company, MDI Oncology, Inc., and Curadis Gmbh (previously filed as an
exhibit to our quarterly report on Form 10-Q filed on November 20,
2009, and incorporated herein by
reference)
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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.
Date:
December 24, 2009
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GLOBAL
CLEAN ENERGY HOLDINGS, INC.
By: /s/ RICHARD
PALMER
Richard Palmer,
Chief Executive Officer
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