UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On March 24, 2022, Vertex Energy, Inc. (the “Company”, “we” and “us”), entered into an Exchange Agreement (the “Exchange Agreement”) with Tensile Capital Partners Master Fund LP (the “Holder”). Pursuant to the Exchange Agreement, the Holder agreed to exchange outstanding warrants to purchase 1,500,000 shares of the Company’s common stock with an exercise price of $2.25 per share and an expiration date of July 25, 2029, for 1,112,728 shares of the Company’s common stock, effectively resulting in a net cashless exercise of the warrants (which were cancelled in connection with the transaction), with the value of such surrender shares based on the five day trailing volume weighted average price of the Company’s common stock. The Exchange Agreement included customary representations and warranties of the parties.
The foregoing summary description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01 in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
As described above in Item 1.01, which information is incorporated by reference into this Item 3.02 by reference in its entirety, on March 24, 2022, the Company entered into the Exchange Agreement with the Holder, pursuant to which the Holder exchanged warrants to purchase 1,500,000 shares of the Company’s common stock with an exercise price of $2.25 per share, for an aggregate of 1,112,728 shares of the Company’s common stock. The issuance by the Company of the shares of common stock in exchange for the surrender and cancellation of the Warrants was made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended, as the securities were exchanged by us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | ||
| 10.1 | |||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | ||
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.
| VERTEX ENERGY, INC. | ||
| Date: March 25, 2022 | By: | /s/ Chris Carlson |
| Chris Carlson | ||
| Chief Financial Officer | ||