Attached files
| file | filename |
|---|---|
| EX-99.1 - New Generation Biofuels Holdings, Inc | v175267_ex99-1.htm |
| EX-10.1 - New Generation Biofuels Holdings, Inc | v175267_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 19, 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):
o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 1 3-e-4(c) under the Exchange Act (17 CFR 240.1
3e-4(c))
Item
1.01 Entry into Material
Definitive Agreement
On February 19, 2010, we entered into
an amendment to our Exclusive License Agreement with Ferdinando Petrucci that
covers the proprietary technology used to produce our biofuel. Under
this amendment, instead of paying the $1,000,000 license payment due in two
equal installments on February 20, 2010 and March 20, 2010, we are paying
$120,000 in cash and issuing 1,100,000 shares of our common stock to Mr.
Petrucci. This amendment helps improve our liquidity
position.
A
copy of Amendment No. 8 to the Exclusive License Agreement, dated March 20,
2006, as amended between Ferdinando Petrucci and New Generation Biofuels is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit No. | Description |
|
10.1
|
Amendment
No. 8, dated February 19, 2010, to the Exclusive License Agreement, dated
March 20, 2006 and as amended, between New Generation Biofuels, Inc.
(formerly H2Diesel, Inc.) and Ferdinando Petrucci.
|
| 99.1 | Press Release issued by New Generation Biofuels Holdings, Inc. on February 22, 2010. |
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 23, 2010 | /s/ Cary J. Claiborne |
| Name: Cary J. Claiborne | |
|
|
Title:
President, Chief Executive Officer and Chief Financial
Officer
|
INDEX TO EXHIBITS
|
Exhibit
|
||
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No.
|
Description
|
|
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10.1
|
Amendment
No. 8, dated February 19, 2010, to the Exclusive License Agreement, dated
March 20, 2006 and as amended, between New Generation Biofuels, Inc.
(formerly H2Diesel, Inc.) and Ferdinando Petrucci.
|
|
|
99.1
|
Press
Release issued by New Generation Biofuels Holdings, Inc. on February 22,
2010.
|