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):
November 1, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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):
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
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Entry
into a Material Definitive
Agreement.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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Private Placement
ofConvertible Notes
On
November 1, 2010, New Generation Biofuels Holdings, Inc. (the “Company” or “we”)
completed a private placement of convertible notes (the “Notes”) with three
accredited investors, raising approximately $375,000 in gross proceeds. The full
text of the form of Note is attached as Exhibit 10.1 to this Form
8-K.
Convertible
Notes.
Key terms of the convertible notes are summarized
below. The Company executed a Convertible Promissory Note with each
note purchaser. The Notes will pay interest at a rate of 6% per annum,
will mature six months after their date of issuance and are convertible into
shares of our common stock at a conversion price of $0.14 per share (subject to
adjustment) at any time prior to repayment, at the election of the
noteholder. In the aggregate, the Notes will be convertible into up
to 2,758,929 shares of our common stock if held to repayment, including
interest.
At any
time at our option, we may prepay without penalty the outstanding principal
amount of the Notes plus unpaid accrued interest. Upon the occurrence
of an event of default, the outstanding principal and all accrued interest on
the Notes will accelerate and automatically become immediately due and payable.
The Note purchasers, at their option, also have the right to accelerate payment
if we engage in certain change of control transactions.
Use of
Proceeds.
We intend to use proceeds from the offering for
working capital, operating expenses and general corporate
purposes. 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 December 31,
2010. We will need to raise additional capital prior to the maturity
date to repay the Notes and to continue operating our business.
Brokers Fees.
We
have agreed to pay commissions to Palladium Capital Advisors, LLC in
connection with the offering based on the proceeds received from the purchasers
introduced by each finder. We will pay to a commission of 10% of the total
proceeds received at closing, payable by the issuance of shares of the Company’s
unregistered common stock.
Securities Act
Exemption.
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 Company obtained representations and warranties
from the purchasers in the Purchase Agreement to support the Company’s reliance
on this exemption.
The
foregoing descriptions of the terms of the Notes and the Placement Agent
Agreement do not purport to be complete and are qualified in their entirety by
reference to the text of these documents filed as exhibits hereto which are
incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
statements: None.
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(b)
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Pro
forma financial
information: None.
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(c)
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Shell
Company
Transactions: None.
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4.1
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Form
of Convertible Promissory Note
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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: November
2, 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
Exhibit
No.
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Description
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4.1
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Form
of Convertible Promissory
Note
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