Attached files
| file | filename |
|---|---|
| EX-4.1 - New Generation Biofuels Holdings, Inc | v172956_ex4-1.htm |
| EX-10.2 - New Generation Biofuels Holdings, Inc | v172956_ex10-2.htm |
| EX-10.1 - New Generation Biofuels Holdings, Inc | v172956_ex10-1.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 2, 2010
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
3.02 Unregistered Sales of Equity Securities.
Private Placement of Common
Stock and Warrants
On February 2, 2010, New Generation
Biofuels Holdings completed a private placement of common stock and warrants,
raising approximately $1,304,692 in gross proceeds and approximately $1,200,316
in net proceeds, after deducting finders’ fees.
We
issued 1,890,857 shares of common stock and warrants to
purchase 1,890,857 shares of common stock to a group of
investors. We sold the shares and warrants in units at a price of
$0.69 per unit, with each unit consisting of one share of common stock and a
warrant to purchase one share of common stock at an exercise price of $0.90
per share. The warrants have a five year term from the date of issuance,
will not be exercisable prior to six months after issuance and will include
provisions providing for adjustments to the number of shares exercisable
thereunder upon stock dividends, stock splits and similar events. We also do not
intend that the warrants will trade on any exchange or be listed for quotation
on any market.
Each investor who subscribed for units
will have an option to purchase additional units consisting of shares of common
stock and warrants during an exercise period ending 30 days after a registration
statement registering shares issued in the offering is declared effective by the
Securities and Exchange Commission. The option warrants will have the
same exercise price, terms and conditions as the other warrants issued in the
offering. Subject to NASDAQ listing approval and determination that shareholder
approval is not required for the issuance of option units, the option will
permit purchases of up to the number of units initially purchased in the
offering.
The
offering also included certain antidilution provisions for the benefit of
investors. If at any time prior to six (6) months after the registration
statement is declared effective we issue additional equity securities in a
“financing transaction” (as defined in the transaction documents) with a
purchase price less than the unit price or issue convertible securities with a
purchase price less than the unit price, we will be obligated to issue
additional shares of common stock to investors in this offering so that the
aggregate number of shares received by the investor is equal to the number of
shares of common stock that the investor would have received if the same dollar
amount had been invested at the purchase price of the additional equity
securities. There are no anti-dilution provisions in the
warrants. The total number of shares issued to all investors in the
offering and pursuant to anti-dilution provisions will not exceed the maximum
number of shares that may be issued without our obtaining shareholder approval
under listing rules of the NASDAQ Capital Market.
In
connection with the offering, we agreed to register the resale of the shares
issued in the offering or upon exercise of the option, but excluding shares
underlying warrants. We are required to file the registration
statement within 10 days of closing. We are obligated to maintain the
effectiveness of the registration statement indefinitely, until the shares have
been disposed of in accordance with the registration statement, the shares have
been distributed to the public or could be sold by the investor pursuant to Rule
144 under the Securities Act, or the shares have ceased to be outstanding. We
intend to use proceeds from the offering for general corporate purposes,
including working capital and capital expenditures such as accrued and future
lease payments and the expansion of its Baltimore, Maryland biofuel production
facility. 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
2010, including a payment under our technology license agreement. We will need
to raise additional capital to continue our business.
The
offering was exempt from registration under 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 sales were made pursuant to subscription agreements between
us and each investor in the offering.
We have
agreed to pay commissions to certain finders in connection with the
offering based on the proceeds received from the subscribers introduced by each
finder. We will pay a cash commission of 8% of the proceeds received at
closing or upon exercise of the option and issue warrants equal to 10% of
the total number of shares issued at the closing of the offering or upon
exercise of the option, excluding the
warrant shares.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit No.
|
Description
|
|
|
4.1
|
Form
of Warrant
|
|
|
10.1
|
Form
of Subscription Agreement
|
|
|
10.2
|
Form
of Registration Rights
Agreement
|
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, thereunto duly
authorized.
|
Date:
February 3, 2010
|
/s/ Cary J. Claiborne
|
|
|
Name:
Cary J. Claiborne
|
||
|
Title:
President, Chief Executive Officer and
Chief
Financial Officer
|
INDEX TO EXHIBITS
|
Exhibit No.
|
Description
|
|
|
4.1
|
Form
of Warrant
|
|
|
10.1
|
Form
of Subscription Agreement
|
|
|
10.2
|
Form
of Registration Rights
Agreement
|