6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

Dated: March 2, 2012

Commission File No. 001-32520

NEWLEAD HOLDINGS LTD.

(Translation of registrant’s name into English)

83 Akti Miaouli & Flessa Str.

185 38 Piraeus Greece

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ¨            No  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ¨             No  x

NewLead Holdings Ltd. (the “Company”) announced today that it would effect a 1-for-5 reverse split to consolidate every five common shares of the Company into one common share, par value of $0.01 per share. The Company issued a press release announcing the reverse split that is incorporated herein by reference as Exhibit 99.1. It is anticipated that the Company’s common shares will begin trading on a split adjusted basis when the market opens on March 19, 2012.

The information contained in this Report is hereby incorporated by reference into the Company’s Registration Statements on Form F-3, File Nos. 333-165745 and 333-165748.

Exhibits

Exhibit No.	Exhibit
99.1	Press Release dated March 2, 2012

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.

NEWLEAD HOLDINGS LTD.
By:	/s/ Michail Zolotas
	Michail Zolotas
	Chief Executive Officer
	Dated: March 2, 2012

EX-99.1

Exhibit 99.1

NewLead Holdings Ltd. Announces 1-for-5 Reverse Split of Common Shares

PIRAEUS, GREECE, March 2, 2012 – NewLead Holdings Ltd. (NASDAQ: NEWL) (“NewLead” or the “Company”) today announced that a 1-for-5 reverse stock split of its common shares has been approved by the Company’s Board of Directors and by written consent of a majority of shareholders, effective upon the opening of the markets on March 19, 2012.

The reverse split will consolidate every five common shares into one common share, par value of $0.01 per share. The number of authorized common shares and preferred shares of NewLead will not be affected by the reverse split. In respect to the underlying common shares associated with any derivative securities, such as warrants, options and convertible notes, the conversion and exercise prices and number of common shares issued will be adjusted in accordance to the 1:5 ratio. As a result of the reverse stock split, the number of common shares of the Company’s common shares outstanding will be reduced from 17,399,257 to approximately 3,479,852 shares, subject to rounding up of all fractional shares to the nearest whole share.

It is anticipated that the transaction will establish a higher market price for the Company’s common shares and reduce per share transaction fees as well as certain administrative costs.

NewLead has retained its transfer agent, Computershare, to act as exchange agent for the reverse stock split. After the reverse split takes effect, shareholders will receive information from Computershare regarding the process for exchanging their common shares. Computershare will notify shareholders of record that hold physical certificates as of the effective time to transmit outstanding share certificates, and, unless requested, will subsequently issue new book entry statements of holding representing one post-split common share for every five common shares held of record as of the effective time. Shareholders that currently hold common shares in book entry form will receive updated statements of holding reflecting the reverse split and need not take any action.

NewLead’s common shares will begin trading on a split adjusted basis when the market opens on March 19, 2012. On that date and for 20 trading days thereafter the Company’s common shares will trade under the ticker symbol “NEWLD” to provide notice of the reverse stock split. After this period, the symbol will revert to “NEWL”.

About NewLead Holdings Ltd.

NewLead Holdings Ltd. is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 11 vessels, of which two are double-hull product tankers and 9 are dry bulk vessels including four newbuildings and one vessel currently under construction that is scheduled to be delivered in

1

the third quarter of 2012. NewLead’s common shares are traded under the symbol “NEWL” on the NASDAQ Global Select Market. To learn more about NewLead Holdings Ltd., please visit the new website at www.newleadholdings.com

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This press release includes assumptions, expectations, projections, intentions and beliefs about future events. These statements, as well as words such as “anticipate,” “estimate,” “project,” “plan,” and “expect,” are intended to be “forward-looking” statements. We caution that assumptions, expectations, projections, intentions and beliefs about future events may vary from actual results and the differences can be material. Forward-looking statements include, but are not limited to, such matters as future operating or financial results; our liquidity position and cash flows, our ability to borrow additional amounts under our revolving credit facility and, if needed, to obtain waivers from our lenders and restructure our debt, and our ability to continue as a going concern; statements about planned, pending or recent vessel disposals and/or acquisitions, business strategy, future dividend payments and expected capital spending or operating expenses, including dry-docking and insurance costs; statements about trends in the product tanker and dry bulk vessel shipping segments, including charter rates and factors affecting supply and demand; expectations regarding the availability of vessel acquisitions; completion of repairs; length of off-hire; availability of charters; and anticipated developments with respect to any pending litigation. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although NewLead believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, NewLead cannot assure you that it will achieve or accomplish these expectations, beliefs or projections described in the forward looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charter rates and vessel values, failure of a seller to deliver one or more vessels, and other factors discussed in NewLead’s filings with the U.S. Securities and Exchange Commission from time to time. NewLead expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in NewLead’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Investor and Media Contact:

Elisa Gerouki

NewLead Holdings Ltd.

+ 30 (213) 014 8023

# # #

2