- Current report filing (8-K)
15 June 2010 - 6:52AM
Edgar (US Regulatory)
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):
June 10, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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1-34022
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26-0067474
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5850
Waterloo Road, Suite 140
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.1 3e-4(c))
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Item
1.01 Entry Into a Material Definitive Agreement.
On
June 10, 2010, New Generation Biofuels Holdings, Inc., a Florida corporation
(the “Company”), priced a registered direct offering (the “Offering”) by
entering into a securities purchase agreement (the “Securities Purchase
Agreement”) with one institutional investor relating to the issuance and sale by
the Company of 1,111,112 shares (the “Shares”) of its common stock, par value
$0.001 per share (the “Common Stock”), and warrants to purchase 555,556 shares of
common stock (“Warrants”). The Shares and Warrants were sold such
that for each Share purchased, the investor received a Warrant to purchase 0.50
shares of Common Stock at an exercise price of $0.60 per share. Each
Share was purchased at a price of $0.45. 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 cashless exercise and for adjustments
to the number of shares exercisable thereunder upon stock dividends, stock
splits and similar events. The closing price of the Company’s common stock on
the NASDAQ Capital Market on the pricing date, June 10, 2010, was $0.60 per
share. The Offering closed on June 14, 2010.
The gross proceeds from the Offering
were $500,000, and the net proceeds, after deducting the placement agent’s fee
and the estimated offering expenses payable by the Company, are expected to be
approximately $437,000. The Company will use proceeds from the Offering to fund
operations and for working capital and general corporate
purposes. Based on current estimates, the Company anticipates that
its existing financial resources, including the net proceeds from this Offering,
will be adequate to continue to conduct its business through at least July
2010. The Company expects to need to raise additional capital in the near future
to continue its business, but as part of this transaction agreed not to conduct
another equity offering for 30 days without approval of the
investor.
The Company also entered into a
placement agent agreement, dated June 10, 2010 (the “Placement Agent
Agreement”), with Rodman & Renshaw, LLP (the “Placement Agent”) pursuant to
which the Placement Agent agreed to act as exclusive placement agent on a
reasonable best efforts basis for the Offering. The Placement Agent
will receive a fee equal to 7% of the gross proceeds of the Offering and a
warrant to purchase shares of Common Stock equal to 5% of the number of shares
of Common Stock sold by the Company in the Offering on a fully diluted basis at
an exercise price of $0.75 per share (the “PA Warrant”). Other than the exercise
price, the PA Warrant has the same terms and conditions as the Warrants issued
to the purchasers.
A copy of the form of Placement Agent
Agreement is attached hereto as Exhibit 1.1 to this report and is
incorporated herein by reference. The description of the Placement Agent
Agreement is a summary only and is qualified in its entirety by reference to
Exhibit 1.1. A copy of the form of Warrant are attached hereto
as Exhibit 4.1 to this report, and is incorporated herein by reference. The
description of the Warrant and PA Warrant is a summary only and is qualified in
its entirety by reference to Exhibit 4.1. A copy of the Securities Purchase
Agreement is attached hereto as Exhibit 10.1 to this report and is
incorporated herein by reference. The description of the Securities
Purchase Agreement is a summary only and is qualified in its entirety by
reference to Exhibit 10.1.
The legal opinion of Hogan Lovells US
LLP relating to the Shares, the Warrants, the PA Warrant and the Common Stock
issuable upon exercise of the Warrants is attached as Exhibit 5.1 to this
report.
On June 11, 2010, the Company issued a
press release with respect to the pricing of its offer and sale of the Shares
and Warrants. A copy of the press release has been furnished as
Exhibit 99.1 to this report.
The Company offered and is selling the
above referenced securities pursuant to a shelf registration statement on Form
S-3 (Registration No. 333-156449) declared effective by the Securities and
Exchange Commission on January 27, 2009 (together with the prospectus included
therein, the “Shelf Registration Statement”). This Current Report on
Form 8-K is being filed in part for the purpose of incorporating the Exhibits
1.1, 4.1, 10.1 and 99.1 of this report by reference into the Shelf Registration
Statement for purposes of this Offering. The benefits of the
representations and warranties set forth in such documents are intended only for
investors in the offering, and do not constitute continuing representations and
warranties of the Company to any future or other investors.
Item
9.01 Financial Statements and Exhibits.
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1.1
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Placement
Agent Agreement, dated as of June 10, 2010, by and among the Company and
Rodman & Renshaw, LLP.
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5.1
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Opinion
of Hogan Lovells US LLP.
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10.1
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Form
of Securities Purchase Agreement.
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23.1
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Consent
of Hogan Lovells US LLP (included in Exhibit
5.1).
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99.1
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Press
release, dated June 11, 2010.
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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.
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NEW
GENERATION BIOFUELS HOLDINGS, INC.
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Date:
June 14, 2010
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By:
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/s/
Cary J. Claiborne
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Cary
J. Claiborne
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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1.1
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Placement
Agent Agreement, dated as of June 10, 2010, by and among the Company and
Rodman & Renshaw, LLP.
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5.1
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Opinion
of Hogan Lovells US LLP.
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10.1
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Form
of Securities Purchase Agreement.
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23.1
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Consent
of Hogan Lovells US LLP (included in Exhibit
5.1).
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99.1
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Press
release, dated June 11, 2010
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