Share Name | Share Symbol | Market | Type |
---|---|---|---|
Clean Tech Biofuels Inc (CE) | USOTC:CLTH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 00:00:00 |
Delaware
|
33-0754902
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
7386 Pershing Ave., University City, Missouri
|
63130
|
|
(Address of principal executive offices)
|
(Zip Code)
|
PART I
|
||
PAGE
|
||
ITEM 1
|
Business
|
3
|
ITEM 1A
|
Risk Factors
|
11
|
ITEM 1B
|
Unresolved Staff Comments
|
18
|
ITEM 2
|
Properties
|
18
|
ITEM 3
|
Legal Proceedings
|
18
|
ITEM 4
|
Mine Safety Disclosures
|
18
|
PART II
|
||
ITEM 5
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
18
|
ITEM 6
|
Selected Financial Data
|
19
|
ITEM 7
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
19
|
ITEM 7A
|
Quantitative and Qualitative Disclosures About Market Risk
|
25
|
ITEM 8
|
Financial Statements and Supplemental Data
|
26
|
ITEM 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
44
|
ITEM 9A
|
Controls and Procedures
|
44
|
ITEM 9B
|
Other Information
|
45
|
PART III
|
||
ITEM 10
|
Directors, Executive Officers and Corporate Governance
|
45
|
ITEM 11
|
Executive Compensation
|
47
|
ITEM 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
51
|
ITEM 13
|
Certain Relationships and Related Transactions and Director Independence
|
52
|
ITEM 14
|
Principal Accountant Fees and Services
|
53
|
PART IV.
|
||
ITEM 15
|
Exhibits and Financial Statement Schedules
|
53
|
Signatures
|
54
|
|
Index to Exhibits
|
55 |
·
|
our ability to raise additional capital on favorable terms or identify another source of outside liquidity,
|
·
|
our ability to continue operating and to implement our business plan,
|
·
|
the commercial viability of our technologies,
|
·
|
our ability to maintain and enforce our exclusive rights to our technologies,
|
·
|
the demand for and production costs of various energy products that could be made from our biomass,
|
·
|
competition from other alternative energy technologies, and
|
·
|
other risks and uncertainties detailed from time to time in our filings with the SEC.
|
·
|
construct and operate a commercial plant that: (i) processes MSW into cellulosic biomass for conversion into energy or chemical products and (ii) separates recyclables (metals, plastics, glass) for single-stream recycling;
|
·
|
identify and partner with landfill owners, waste haulers and municipalities to identify locations suitable for our technology; and
|
·
|
pursue additional opportunities to implement our technology in commercial settings at transfer stations and landfills in our licensed territories.
|
·
|
Municipal Solid Waste Landfills (“MSWLFs”) - includes municipal solid waste, commercial waste, industrial waste, construction and demolition debris, and bioreactors, and
|
·
|
Mass Burn/Incineration Plants
|
·
|
Dry Scrubbers – these "wash" the air emissions from the WTE process (called the gas stream) and remove any acidic gases by passing the gas stream through a liquid.
|
·
|
Electrostatic Precipitators (ESP) – these use high voltage electricity to remove up to 98% of all particles remaining in the gas stream after passing through the scrubbers, including any heavy metal particles.
|
·
|
Fabric Filters (baghouses) – these consist of a series of nearly two thousand fabric bags made of heat-resistant material which filter remaining particles from the gas stream. This includes any large concentrations of condensed toxic organic compounds (such as dioxins) and heavy metal compounds.
|
·
|
The Clean Air Act, as well as state laws and regulations impacting air emissions, including State Implementation Plans related to existing and new National Ambient Air Quality Standards for ozone and particulate matter. Owners and/or operators of air emission sources are responsible for obtaining permits and for annual compliance and reporting.
|
·
|
The Clean Water Act which requires permits for facilities that discharge wastewaters into the environment.
|
·
|
The Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, which requires certain solid wastes, including hazardous wastes, to be managed pursuant to a comprehensive regulatory regime.
|
·
|
The National Environmental Policy Act, which requires federal agencies to consider potential environmental impacts in their decisions, including siting approvals.
|
·
|
Cellulosic biomass, a decontaminated, homogeneous feedstock that we expect will represent approximately 50 to 60 percent of the incoming MSW and will be suitable for conversion to multiple energy or chemical products, and
|
·
|
Separated recyclables (steel cans and other ferrous materials, aluminum cans, plastics, and glass), which we expect will represent about 25 percent of the MSW input and are sorted and can be sold to recyclers.
|
·
|
the relationship between agitation of the waste material, moisture, and the temperature and pressure of steam in the vessel uses less energy while obtaining a cleaner biomass resource;
|
·
|
the method of introduction of steam into the autoclave vessel, the pressure range, along with the method of full depressurization, and treatment of the steam being vented from the process to prevent air pollution make our process more environmentally friendly than any other means to handle MSW;
|
·
|
the method of mixing the heat and steam with the waste uniformly throughout the vessel creates a homogenous feedstock for fuel production; and
|
·
|
the direct and critical correlation between the length and diameter of the vessel, internal flighting and the total tonnage of waste to be processed for proper mixing and product yield.
|
·
|
obtain additional debt or equity financing,
|
·
|
secure significant government grants, and/or
|
·
|
enter into a strategic alliance with a larger energy or chemical company to provide funding.
|
·
|
we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume; and
|
·
|
stock analysts, stock brokers and institutional investors may be risk-averse and be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.
|
·
|
significant sales of our common stock or other securities in the open market;
|
·
|
speculation in the press or investment community;
|
·
|
actual or anticipated variations in quarterly operating results;
|
·
|
changes in earnings estimates;
|
·
|
publication (or lack of publication) of research reports about us;
|
·
|
increases in market interest rates, which may increase our cost of capital;
|
·
|
changes in applicable laws or regulations, court rulings and other legal actions;
|
·
|
changes in market valuations of similar companies;
|
·
|
additions or departures of key personnel;
|
·
|
actions by our stockholders; and
|
·
|
general market and economic conditions.
|
·
|
control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
|
·
|
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
|
·
|
“boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;
|
·
|
excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
|
·
|
the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.
|
·
|
exercising voting, redemption and conversion rights to the detriment of the holders of common stock;
|
·
|
receiving preferences over the holders of common stock regarding a surplus of funds in the event of our dissolution or liquidation;
|
·
|
delaying, deferring or preventing a change in control of our company; and
|
·
|
discouraging bids for our common stock.
|
Price Range of Common Stock
|
||||||||
Year Ended December 31, 2013
|
||||||||
First Quarter
|
$ | 0.04 | $ | 0.01 | ||||
Second Quarter
|
$ | 0.04 | $ | 0.02 | ||||
Third Quarter
|
$ | 0.04 | $ | 0.02 | ||||
Fourth Quarter
|
$ | 0.03 | $ | 0.01 | ||||
Year Ended December 31, 2014
|
||||||||
First Quarter
|
$ | 0.04 | $ | 0.01 | ||||
Second Quarter
|
$ | 0.04 | $ | 0.02 | ||||
Third Quarter
|
$ | 0.03 | $ | 0.01 | ||||
Fourth Quarter
|
$ | 0.03 | $ | 0.01 | ||||
Year Ended December 31, 2015
|
||||||||
First Quarter
|
$ | 0.03 | $ | 0.01 | ||||
Second Quarter
|
$ | 0.03 | $ | 0.02 | ||||
Third Quarter
|
$ | 0.04 | $ | 0.02 | ||||
Fourth Quarter
|
$ | 0.04 | $ | 0.01 |
Years ended December 31, | ||||||||||||||||
2015
|
2014
|
Change
|
% Change
|
|||||||||||||
Costs and expenses:
|
||||||||||||||||
General and administrative
|
$ | 363,933 | $ | 425,842 | $ | (61,909 | ) | -15 | % | |||||||
Professional fees
|
81,107 | 92,661 | (11,554 | ) | -12 | % | ||||||||||
445,040 | 518,503 | (73,463 | ) | |||||||||||||
Other expense (income):
|
||||||||||||||||
Interest
|
206,728 | 196,432 | 10,296 | 5 | % | |||||||||||
Interest income, net of accrued interest written-off
|
(1,672 | ) | (3,076 | ) | 1,404 | -46 | % | |||||||||
Net loss applicable to common stockholders
|
$ | 650,096 | $ | 711,859 | $ | (61,763 | ) | -9 | % |
Years ended December 31,
|
||||||||||||||||
2014
|
2013
|
Change
|
% Change
|
|||||||||||||
Costs and expenses:
|
||||||||||||||||
General and administrative
|
$ | 425,842 | $ | 385,719 | $ | 40,123 | 10 | % | ||||||||
Professional fees
|
92,661 | 100,191 | (7,530 | ) | -8 | % | ||||||||||
518,503 | 485,910 | 32,593 | ||||||||||||||
Other expense (income):
|
||||||||||||||||
Interest
|
196,432 | 178,872 | 17,560 | 10 | % | |||||||||||
Interest income, net of accrued interest written-off
|
(3,076 | ) | (8,098 | ) | 5,022 | -62 | % | |||||||||
Net loss applicable to common stockholders
|
$ | 711,859 | $ | 656,684 | $ | 55,175 | 8 | % |
Offering
|
Note Interest
Rate
|
Note Conversion Price
|
Warrant Exercise Price
|
Term
|
Closed or
Open
|
|||||||||
2008 Offering
|
6.0 | % | $ | 0.25 | $ | 0.45 |
One-year
|
Closed
|
||||||
2009 Offering
|
6.0 | % | $ | 0.08 | $ | 0.30 |
One-year
|
Closed
|
||||||
6/10 Offering
|
12.0 | % | $ | 0.08 | $ | 0.30 |
One-year
|
Closed
|
||||||
11/10 Offering
|
6.0 | % | $ | 0.06 | $ | 0.30 |
One-year
|
Closed
|
||||||
5/12 Offering
|
6.0 | % | $ | 0.10 | $ | 0.35 |
18 months
|
Closed
|
||||||
2/14 Offering
|
6.0 | % | $ | 0.10 | n/a |
18 months
|
Closed
|
|||||||
2015 Offering
|
6.0 | % | $ | 0.10 | $ | 0.15 |
18 months
|
Open
|
For the Years Ended December 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Net cash used by operating activities
|
$ | (165,301 | ) | $ | (350,202 | ) | $ | (462,947 | ) | |||
Net cash used by investing activities
|
- | - | - | |||||||||
Net cash provided by financing activities
|
168,224 | 349,961 | 405,169 |
·
|
a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;
|
·
|
liquidity or market risk support to such entity for such assets; or
|
·
|
an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.
|
·
|
Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
|
·
|
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and
|
·
|
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
·
|
Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
|
·
|
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and
|
·
|
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
Dec 31, 2015
|
Dec 31, 2014
|
||||||||
Computers
|
$ | - | $ | - | |||||
Furniture and fixtures
|
15,799 | 15,799 | |||||||
Plant and equipment
|
18,700 | 18,700 | |||||||
34,499 | 34,499 | ||||||||
Accumulated Depreciation
|
(34,499 | ) | (34,499 | ) | |||||
Total | $ | - | $ | - |
Dec 31, 2015
|
Dec 31, 2014
|
|||||||
|
||||||||
|
||||||||
Convertible Notes Payable (2009 Offering), which are made up of various individual
notes with an aggregate face value of $199,790 and $224,738 at December 31,
2015 and 2014, respectively, due one year from date of note, interest at 6.0%
|
$ | 199,790 | $ | 224,738 | ||||
Convertible Notes Payable (11/10 Offering), which are made up of various individual
notes with an aggregate face value of $1,874,074 and $1,861,003 at December 31,
2015 and 2014, respectively, due one year from date of note, interest at 6.0%
|
1,874,074 | 1,861,003 | ||||||
WL Meyer Legacy Trust (formerly CMS Acquisition LLC) Note Payable, with a face
value of $77,696 due on September 17, 2016, interest at 6.0% thru May 15,2011;
10.0% thereafter
|
77,696 | 77,696 | ||||||
Convertible Notes Payable (5/12 Offering), made up of various individual notes with
a face value of $583,510, due in 18 months from date of note, interest at 6.0%
|
583,510 | 583,510 | ||||||
Convertible Note Payable (2/14 Offering), which is made up of one note with a
face value of $100,000 due in 18 months from date of note, interest at 6.0%
|
100,000 | 100,000 | ||||||
Convertible Note Payable (7.1.2015), which is made up of one note with a
face value of $17,377, minimum quarterly payments of $3,000, interest at 6.0%
|
17,377 | - | ||||||
Convertible Note Payable (2015 Offering), which is made up of one note with a
face value of $85,000 due in 18 months from date of note, interest at 6.0%
|
85,000 | - | ||||||
Total debt
|
2,937,447 | 2,846,947 | ||||||
Current maturities
|
(2,852,447 | ) | (2,846,947 | ) | ||||
Long-term debt
|
$ | 85,000 | $ | - |
Offering
|
Note Interest Rate
|
Note Conversion Price
|
Warrant Exercise Price
|
Term
|
Closed or Open
|
|||||
2008 Offering
|
6.0%
|
$0.25
|
$0.45
|
One-year
|
Closed
|
|||||
2009 Offering
|
6.0%
|
$0.08
|
$0.30
|
One-year
|
Closed
|
|||||
6/10 Offering
|
12.0%
|
$0.08
|
$0.30
|
One-year
|
Closed
|
|||||
11/10 Offering
|
6.0%
|
$0.06
|
$0.30
|
One-year
|
Closed
|
|||||
5/12 Offering
|
6.0%
|
$0.10
|
$0.35
|
18 months
|
Closed
|
|||||
2/14 Offering
|
6.0%
|
$0.10
|
n/a
|
18 months
|
Closed
|
|||||
2015 Offering
|
6.0%
|
$0.10
|
$0.15
|
18 months
|
Open
|
Exercise
|
As of December 31,
|
|||||||||||||||
Warrants issued to:
|
Price
|
2015
|
2014
|
2013
|
||||||||||||
Noteholders, 11/10 Offering
|
$ | 0.30 | 842,221 | 798,649 | 1,628,126 | |||||||||||
Noteholders, 5/12 Offering (c)
|
$ | 0.35 | - | 571,428 | 1,667,170 | |||||||||||
Noteholder in 2015 Offering
|
$ | 0.15 | 2,550,000 | - | - | |||||||||||
Investors in Subscription Agreements (a)
|
$ | 0.15 | 16,605,000 | 13,605,000 | 6,180,000 | |||||||||||
WL Meyer Legacy Trust
|
$ | 0.05 | 2,300,000 | 2,300,000 | 2,150,000 | |||||||||||
WL Meyer Legacy Trust
|
$ | 0.10 | 150,000 | - | - | |||||||||||
Vertex Energy, Inc. (b)
|
$ | 0.11 | - | - | 1,800,000 | |||||||||||
Vertex Energy, Inc. (b)
|
$ | 0.10 | - | - | 500,000 | |||||||||||
22,447,221 | 17,275,077 | 13,925,296 |
(a) Warrants issued to investors under these Subscription Agreements can be exercised anytime within three years
|
from date of Agreement. These warrants currently expire at various dates from August 2016 through May 2018.
|
(b) These warrants expired on October 22, 2014.
|
(c) The last of these warrants expired on July 5, 2015.
|
2015
|
2014
|
2013
|
||||||||||
Risk-free interest rate
|
0.85 | % | n/a | .77%-1.44 | % | |||||||
Dividend yield
|
0 | % | n/a | 0 | % | |||||||
Volatility
|
15.99 | % | n/a | 15.46%-16.49 | % | |||||||
Expected term (years)
|
3.75 | n/a | 3.64 – 4.50 | |||||||||
Weighted-average Fair Value
|
$ | 0.00 | n/a | $ | 0.00 |
For the Year Ended December 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Pre-tax compensation expense:
|
||||||||||||
Stock options
|
$ | - | $ | 2,128 | $ | 6,470 | ||||||
Warrants
|
- | - | - | |||||||||
Total expense
|
- | 2,128 | 6,470 | |||||||||
Tax benefit, net
|
- | - | - | |||||||||
After-tax compensation expense
|
$ | - | $ | 2,128 | $ | 6,470 |
Shares Under Option
|
Weighted-Avg
Exercise Price
|
Aggregate
Intrinsic Value
|
||||||||||
Options outstanding as of December 31, 2012
|
10,242,000 | $ | 0.11 | (1 | ) | |||||||
Granted
|
2,000,000 | 0.06 | ||||||||||
Forfeited
|
(295,000 | ) | 0.09 | |||||||||
Options outstanding as of December 31, 2013
|
11,947,000 | 0.10 | (1 | ) | ||||||||
Granted
|
- | - | ||||||||||
Forfeited
|
- | - | ||||||||||
Options outstanding as of December 31, 2014
|
11,947,000 | 0.10 | (1 | ) | ||||||||
Granted
|
350,000 | 0.10 | ||||||||||
Forfeited
|
(100,000 | ) | 0.58 | |||||||||
Options outstanding as of December 31, 2015
|
12,197,000 | 0.10 | (1 | ) | ||||||||
Options exercisable at of December 31, 2015
|
11,688,667 | 0.10 |
(1)
|
The weighted-average exercise price at December 31, 2015, 2014 and 2013 for all options was greater than the fair value of the Company’s common stock on that date, resulting in an intrinsic value of $-0-.
|
Restricted shares issued
|
Weighted-Avg Issuance Price
|
|||||||
Balance as of December 31, 2012
|
1,470,000 | $ | 0.10 | |||||
Granted
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Balance as of December 31, 2013
|
1,470,000 | 0.10 | ||||||
Granted
|
- | |||||||
Forfeited
|
(150,000 | ) | 0.10 | |||||
Balance as of December 31, 2014
|
1,320,000 | 0.10 | ||||||
Granted
|
- | |||||||
Forfeited
|
(150,000 | ) | 0.10 | |||||
Balance as of December 31, 2015
|
1,170,000 | 0.10 |
Year NOL expires:
|
Amount
|
||
2026
|
$ 18,000
|
||
2027
|
149,000
|
||
2028
|
669,000
|
||
2029
|
928,000
|
||
2030
|
28,000
|
||
2032
|
51,000
|
||
2033
|
52,000
|
||
2034
|
18,000
|
||
2035
|
23,000
|
||
$ 1,936,000
|
At December 31,
|
||||||||
2015
|
2014
|
|||||||
Start-up costs
|
$ | 975,000 | $ | 930,000 | ||||
Net operating loss carryforward
|
799,000 | 790,000 | ||||||
Accrual to cash conversion
|
1,687,000 | 1,487,000 | ||||||
Share-based compensation related to stock options
|
312,000 | 312,000 | ||||||
Other
|
6,000 | 6,000 | ||||||
Total
|
3,779,000 | 3,525,000 | ||||||
Valuation allowance
|
(3,779,000 | ) | (3,525,000 | ) | ||||
Net deferred tax asset
|
$ | - | $ | - |
For the quarters ended 2015:
|
||||||||||||||||
Mar 31
|
June 30
|
Sept 30
|
Dec 31
|
|||||||||||||
Costs and expenses:
|
||||||||||||||||
General and administrative
|
$ | 100,418 | $ | 85,278 | $ | 88,278 | $ | 89,959 | ||||||||
Professional fees
|
28,082 | 15,990 | 20,615 | 16,420 | ||||||||||||
128,500 | 101,268 | 108,893 | 106,379 | |||||||||||||
Other expense (income):
|
||||||||||||||||
Interest
|
49,484 | 50,579 | 52,544 | 54,121 | ||||||||||||
Other (income) expense
|
3,341 | (1,631 | ) | (1,669 | ) | (1,713 | ) | |||||||||
Net loss applicable to common stockholders
|
$ | 181,325 | $ | 150,216 | $ | 159,768 | $ | 158,787 | ||||||||
Basic net loss per common share
|
** | ** | ** | ** | ||||||||||||
** - less than $.01 per share
|
For the quarters ended 2014:
|
||||||||||||||||
Mar 31
|
June 30
|
Sept 30
|
Dec 31
|
|||||||||||||
Costs and expenses:
|
||||||||||||||||
General and administrative
|
$ | 96,156 | $ | 135,401 | $ | 102,081 | $ | 92,204 | ||||||||
Professional fees
|
32,705 | 23,576 | 21,080 | 15,300 | ||||||||||||
128,861 | 158,977 | 123,161 | 107,504 | |||||||||||||
Other expense (income):
|
||||||||||||||||
Interest
|
46,738 | 49,158 | 50,444 | 50,092 | ||||||||||||
Other (income) expense
|
(2,083 | ) | (2,114 | ) | 3,002 | (1,881 | ) | |||||||||
Net loss applicable to common stockholders
|
$ | 173,516 | $ | 206,021 | $ | 176,607 | $ | 155,715 | ||||||||
Basic net loss per common share
|
** | ** | ** | ** | ||||||||||||
** - less than $.01 per share
|
Class III Directors: Terms expiring in 2016 | |||
Age
|
Principal Occupation
|
Service as
Director Since
|
|
Edward P. Hennessey
|
57
|
Mr. Hennessey currently is Chief Executive Officer and President of the Company, and serves as Chairman of the Board of Directors, all since 2007. Mr. Hennessey has been the President and CEO of SRS Energy since 2003 and served as President of Supercritical Recovery Systems, Inc. prior to that time since 2002. Mr. Hennessey began his career in Finance with Shearson Lehman Brothers in 1986 and worked in the securities industry from 1986 until 2000.
|
2007
|
James E. Russell
|
83 |
Mr. Russell served for over 30 years as Senior Vice President at Science Applications International Corporation (SAIC). Subsequently, from 2004 to present, he has served as a consultant to SAIC/Leidos and as an independent consultant, private investor, and advisor to over 100 technology companies. He has a BS in Electrical Engineering and continued graduate studies in mathematical statistics. He was inducted to the University of Idaho Academy of Engineers in 2012.
|
2012
|
(1)
|
The assumptions made when calculating the amounts in this column are found in footnote 10 to the Consolidated Financial Statements included in this report. The amounts represent the accounting cost in accordance with FASB ASC Topic 718 that the Company recorded in its Statements of Operations in each year.
|
(2)
|
In September 2013, we added, on a part-time basis, a Chief Technology Officer (CTO) and a VP-Business Development (VP-BD). These individuals maintain their engineering consulting firm on a full-time basis and assist our company as needed. Neither receive salary but each receive stock options (the cost of these options is $-0- based on the same calculations and assumptions in (1) above).
|
(3)
|
Salary for 2014 includes a restricted stock grant of common stock valued at $6,000.
|
(4)
|
Salary for 2015 includes a restricted stock grant of common stock valued at $5,200.
|
·
|
provide fair and reasonable compensation that meets the competitive environment for executive talent;
|
·
|
help motivate the members of our executive team for excellent performance; and
|
·
|
align the interests of our executive team members with those of our stockholders and the long-term success of our company.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||
Number of Shares Acquired on
Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Shares Acquired on Vesting (#)
|
Value Upon Vesting ($) (1)
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)
|
|||||||||||||||||||||
Edward P. Hennessey
|
- | $ | - | 750,000 | $ | 562,500 | 60,000 | (3 | ) | $ | - | |||||||||||||||
- | $ | - | 1,500,000 | $ | - | (2 | ) | |||||||||||||||||||
- | $ | - | 1,200,000 | $ | - | (2 | ) | |||||||||||||||||||
- | $ | - | 2,200,000 | $ | - | (2 | ) | |||||||||||||||||||
Thomas G. Jennewein
|
- | $ | - | 266,667 | $ | 200,000 | 60,000 | (3 | ) | $ | - | |||||||||||||||
- | $ | - | 533,333 | $ | - | (2 | ) | |||||||||||||||||||
- | $ | - | 400,000 | $ | - | (2 | ) | |||||||||||||||||||
- | $ | - | 162,000 | $ | - | (2 | ) | |||||||||||||||||||
- | $ | - | 750,000 | $ | - | (2 | ) | |||||||||||||||||||
- | $ | - | 750,000 | $ | - | (2 | ) | |||||||||||||||||||
- | $ | - | 750,000 | $ | - | (2 | ) | 750,000 | (4 | ) | $ | 6,000 | ||||||||||||||
- | $ | - | - | $ | - | 500,000 | (5 | ) | $ | 5,200 | ||||||||||||||||
(1) Values reflect the market value of our common stock as of the vesting dates. These prices ranged from $0.02 to $0.36.
|
||||||||||||||||||||||||||
(2) The price of our common stock on these vesting dates was less than or equal to the exercise price of the options.
|
||||||||||||||||||||||||||
(3) Award was granted and vested on December 4, 2008. Each officer issued a promissory note with a $0.36 exercise price.
|
||||||||||||||||||||||||||
(4) Award was granted and vested on April 17, 2014.
|
||||||||||||||||||||||||||
(5) Award was granted and vested on January 15, 2015.
|
Name and
|
Fees earned or
|
Stock
|
Option
|
All other
|
||||||||||||||||
principal position
|
paid in cash
|
Awards
|
Awards (1)
|
compensation
|
Total
|
|||||||||||||||
David Bransby, Director
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
James Russell, Director
|
- | - | - | - | - |
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
||||||
Edward P. Hennessey, Jr.
(1)
848 Pennsylvania Ave., Apt A
University City, MO 63130
|
7,443,275 | 8.5 | % | |||||
SRS Legacy Trust
(2)
147 N. Meramec, Suite 200
Clayton, MO 63105
|
6,972,214 | 8.0 | % | |||||
W.L. Meyer Legacy Trust
15415 Clayton Rd.
Ballwin, MO 63011
|
5,913,553 | 6.8 | % | |||||
(1)
|
Amount represents shares owned by Supercritical Recovery Systems, Inc., of which Mr. Hennessey serves as President and a Member of the Board of Directors.
|
(2)
|
SRS Legacy Trust is an irrevocable trust of which Edward P. Hennessey, Jr. is a beneficiary. Michael Hennessey, Mr. Hennessey’s brother, has sole voting power, and sole dispositive power with respect to these shares.
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
|||||||
Edward P. Hennessey, Jr.
|
13,153,275 | (1 | ) | 14.1 | % | ||||
Thomas Jennewein
|
5,422,000 | (2 | ) | 5.9 | % | ||||
James Russell
|
7,040,000 | (2 | ) | 7.7 | % | ||||
David Bransby
|
1,430,000 | (2 | ) | 1.6 | % | ||||
Total owned by all Executive Officers and Directors
|
27,045,275 | 29.4 | % |
(1)
|
Includes the shares described in (1) to the “Security Ownership of Certain Beneficial Owners” table and the vested portion and the portion that will vest within 60 days hereof of shares of options and restricted stock.
|
(2)
|
Amounts represent the vested portion, and the portion that will vest within 60 days of December 31, 2015, of shares of options and restricted stock, shares held individually, and/or restricted shares purchased through investment in our Equity Offering.
|
Plan Category
|
Number of securities to be issued upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted-Avg Exercise Price of Outstanding Options, Warrants and Rights
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders: 2007 Stock Option Plan
|
13,367,000 | $ | 0.10 | 633,000 | ||||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Totals
|
13,367,000 | 633,000 |
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements:
|
2.
|
Exhibits: See Index to Exhibits for a list of exhibits filed with this Form 10-K. Management contracts and compensatory plans or arrangements are identified with asterisk on the Index to Exhibits.
|
CleanTech Biofuels, Inc.
(registrant)
|
|||
March
28, 201
6
|
By:
|
/s/ Edward P. Hennessey, Jr. | |
Edward P. Hennessey, Jr. | |||
Chief Executive Officer | |||
March
28, 201
6
|
By:
|
/s/ Thomas G. Jennewein | |
Thomas G. Jennewein | |||
Chief Financial Officer | |||
March
28, 201
6
|
By:
|
/s/ Edward P. Hennessey, Jr. | |
Edward P. Hennessey, Jr., Chairman of the Board of
Directors
and Chief Executive Officer (principal
executive officer)
|
|||
March
28, 201
6
|
By:
|
/s/ Thomas G. Jennewein. | |
Thomas G. Jennewein, Chief Financial Officer
(principal financial and accounting officer)
|
|||
March
28, 201
6
|
By:
|
/s/ James Russell | |
James Russell, Director | |||
March
28, 201
6
|
By:
|
/s/ Dr. David Bransby | |
David Bransby, Director | |||
Exhibit
Number
|
Description |
2.1
|
Agreement and Plan of Merger and Reorganization by and among Cleantech Biofuels, Inc., Biomass NA Acquisition Subsidiary, Inc. and Biomass North America Licensing, Inc. dated as of July 14, 2008 (incorporated herein by reference to Exhibit 2.1 of the Registrant’s quarterly report on Form 10-Q for the period ended June 30, 2008).
|
3.1
|
Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939). |
3.2
|
Restated By-Laws (incorporated herein by reference to Exhibit 3.2 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
4.2
|
Investors’ Rights Agreement dated as of April 16, 2007 by and among SRS Energy, Inc. and certain Investors (incorporated herein by reference to Exhibit 4.2 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
10.1
|
Technology License Agreement between Bio Products International, Inc. and SRS Energy, Inc. dated as of March 8, 2007 (incorporated herein by reference to Exhibit 10.4 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
10.2*
|
2007 Stock Option Plan (incorporated herein by reference to Exhibit 10.7 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
10.3*
|
Form of Director Stock Option Agreement (incorporated herein by reference to Exhibit 10.8 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
10.4*
|
Director Stock Purchase Agreement (incorporated herein by reference to Exhibit 10.9 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
10.5*
|
Employment Agreement – Edward P. Hennessey, Jr. (incorporated herein by reference to Exhibit 10.10 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
10.6*
|
Form of Employee Agreement – Tom Jennewein (incorporated herein by reference to Exhibit 10.11 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939).
|
10.7* | Form of Employee Stock Option Agreement – Tom Jennewein (incorporated herein by reference to Exhibit 10.12 of the Registrant’s registration statement on Form SB-2 filed on September 10, 2007, File No. 333-145939). |
10.8 | Commercial Lease with Pershing Properties, LLC dated October 12, 2007 (incorporated herein by reference to Exhibit 10.13 of the Registrant’s registration statement on Form SB-2/A filed on November 30, 2007, File No. 333-145939). |
10.9 | Patent Purchase Agreement dated October 22, 2008 by and between Cleantech Biofuels, Inc. and World Waste Technologies, Inc. (incorporated herein by reference to Exhibit 10.15 of the Registrant’s current report on Form 8-K filed on October 27, 2008). |
10.12 | Technology License and Joint Development Agreement among Biomass North America Licensing, Inc., Biomass North America, LLC and Anthony P. Noll (incorporated herein by reference to Exhibit 10.18 of the Registrant’s quarterly report on Form 10-Q for the period ended September 30, 2008). |
10.13* | Form of employee stock purchase agreement entered into with Edward P. Hennessey, Jr., Mike Kime and Tom Jennewein (incorporated herein by reference to Exhibit 10.20 of the Registrant’s annual report on Form 10-K for the period ended December 31, 2008). |
10.16 | Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporate herein by reference to Exhibit 10.20 of the Registrant’s current report on Form 8-K filed on September 8, 2010). |
10.17 | Security Agreement between Cleantech Biofuels, Inc. and CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.21 of the Registrant’s current report on Form 8-K filed on September 8, 2010). |
10.18 | Amendment dated February 11, 2011 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.22 of the Registrant’s current report on Form 8-K filed on February 16, 2011). |
10.19 | Amendment No. 2 dated May 31, 2011 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.23 of the Registrant’s current report on Form 8-K filed on June 1, 2011). |
10.20 | Amendment No. 3 dated July 29, 2011 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.24 of the Registrant’s current report on Form 8-K filed on August 2, 2011). |
10.21* | Form of Employee Stock Option Agreement entered into with Edward P. Hennessey, Jr. and Tom Jennewein (incorporated herein by reference to Exhibit 10.25 of the Registrant’s current report on Form 8-K filed on August 31, 2011). |
10.22* | Form of Director Stock Option Agreement (incorporated herein by reference to Exhibit 10.26 of the Registrant’s current report on Form 8-K filed on October 19, 2011). |
10.23 | Amendment No. 4 dated November 7, 2011 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.27 of the Registrant’s current report on Form 8-K filed on November 10, 2011). |
10.24 | Amendment No. 5 dated March 27, 2012 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.28 of the Registrant’s annual report on Form 10-K for the period ended December 31, 2011). |
10.26 | Engagement Agreement between Cleantech Biofuels, Inc. and Fenton Engineering International dated May 30, 2012 (incorporated herein by reference to Exhibit 10.30 of the Registrant’s current report on Form 8-K filed on June 5, 2012). |
10.27 | Amendment No. 6 dated July 31, 2012 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.29 of the Registrant’s quarterly report on Form 10-Q filed on August 6, 2012). |
10.28 | Amendment No. 7 dated November 1, 2012 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.30 of the Registrant’s quarterly report on Form 10-Q filed on November 6, 2012). |
10.29 | Amendment No. 8 dated January 9, 2013 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.31 of the Registrant’s current report on Form 8-K filed on January 10, 2013). |
10.30 | Amendment No. 9 dated May 8, 2013 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.30 of the Registrant’s quarterly report on Form 10-Q filed on May 13, 2013). |
10.31 | Amended Technology License and Joint Development Agreement, dated November 1, 2013, among CTB Licensing LLC, Biomass North America LLC and Anthony P. Noll (incorporated herein by reference to Exhibit 10.31 of the Registrant’s quarterly report on Form 10-Q filed on November 12, 2013). |
10.32 | Amendment No. 10 dated March 21, 2014 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.32 of the Registrant’s annual report on Form 10-K filed on March 21, 2014). |
10.33 |
Memorandum of Understanding between Cleantech Biofuels, Inc., James Avenue LLC, 25 Van Keuren LLC, and Joseph Smentkowski, Inc. dated October 13, 2014 (incorporated herein by reference to Exhibit 10.33 of the Registrant's current report on Form 8-K filed on October 17, 2014).
|
10.34 |
Amendment No. 11 dated March 17, 2015 to a Promissory Note issued in favor of CMS Acquisition, LLC dated September 1, 2010 (incorporated herein by reference to Exhibit 10.34 of the Registrant's annual report on Form 10-K filed on March 24, 2015).
|
14
|
Code of Ethics (incorporated herein by reference to Exhibit 14 of the Registrant’s annual report on Form 10-KSB for the period ended December 31, 2007).
|
21.1
|
List of Subsidiaries.
|
31.1 |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended
|
31.2 |
Certification of principal financial officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended
|
32.1 |
Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of Chief Executive Officer
|
32.2
|
Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of principal financial officer
|
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