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):
August 17, 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 August
16, 2010, New Generation Biofuels Holdings, Inc., a Florida corporation (the
“Company”), conducted a registered direct offering (the “Offering”) by entering
into a securities purchase agreement (the “Securities Purchase Agreement”) with
a small number of institutional investors relating to the issuance and sale by
the Company of 5,000,000 shares (the “Shares”) of its common stock, par value
$0.001 per share (the “Common Stock”) and warrants to issue 1,250,000 shares
(the “Warrants”). Each Share (and Warrant received for every
four Shares purchased) was purchased at a price of $0.20. The closing price of
the Company’s common stock on the NASDAQ Capital Market on the pricing date,
August 13, 2010, was $0.25 per share. The Offering closed on August
17, 2010.
The gross
proceeds from the Offering were $1,000,000, 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 $915,000. 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 October 2010. The Company expects to need to
raise additional capital in the near future to continue its
business.
The
Company also entered into a placement agent agreement, dated August 13, 2010
(the “Placement Agent Agreement”), with Palladium Capital Advisors LLC (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.
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 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 Fredrikson & Byron, P.A. relating to the Shares, the Warrant and
the Common Stock issuable upon exercise of the Warrant is attached as
Exhibit 5.1 to this report.
On August
17, 2010, the Company issued a press release with respect to the pricing of its
offer and sale of the Shares. 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 August 12, 2010, by and among the Company and
Palladium Capital Advisors LLc
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5.1
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Opinion
of Fredrikson & Byron, P.A..
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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 Fredrikson & Byron, P.A. (included in Exhibit
5.1).
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99.1
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Press
release, dated August 17, 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:
August 17, 2010
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By:
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/s/
Dane R. Saglio
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Dane
R. Saglio
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Chief
Financial Officer
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EXHIBIT
INDEX
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1.1
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Placement
Agent Agreement, dated as of August 12, 2010, by and among the Company and
Palladium Capital Advisors LLC
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5.1
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Opinion
of Fredrikson & Byron, P.A..
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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 Fredrikson & Byron, P.A. (included in Exhibit
5.1).
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99.1
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Press
release, dated August 17, 2010
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