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: February 9, 2012
(Date of earliest event reported)

CLEANTECH BIOFUELS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
333-145939
 
33-0754902
(State of or other jurisdiction
 
(Commission
 
       (IRS Employer
of incorporation)
 
File Number)
 
Identification Number)
 
7386 Pershing Ave, University City, Missouri 63130
(Address of principal executive offices)

(314) 862-8670
(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:

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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 


 
 
 

 
 
Item 1.02
Termination of a Material Definitive Agreement.
 
Effective February 9, 2012, Cleantech Biofuels, Inc. (the “Company”) terminated an Engagement Agreement (the “Agreement”), originally dated June 30, 2010 (and amended May 17, 2011), between the Company and Houlihan Smith & Company, as amended with Houlihan Capital, LLC (“Houlihan”), due to lack of performance and breach by Houlihan. Per the Agreement, Houlihan had been engaged to assist the Company as its exclusive financial advisor in exploring and evaluating a range of strategic financing alternatives and/or other transactions. The Company will continue to explore and evaluate financing alternatives and/or other transactions, including potentially retaining a new financial advisor.


 
 

 
 
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.
 
 
CLEANTECH BIOFUELS, INC.
 
       
Date:  February 15, 2012
By:
/s/ Edward P. Hennessey   
    Name: Edward P. Hennessey   
    Title:   Chief Executive Officer and President