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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 9, 2024
VERTEX
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-11476 |
|
94-3439569 |
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1331
Gemini Street
Suite
250
Houston,TX | |
77058 |
| (Address of principal
executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (866) 660-8156
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:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Common
Stock, $0.001 Par Value Per Share |
|
VTNR |
|
The NASDAQ
Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
October 9, 2024, Vertex Energy, Inc. (the “Company”) issued a press release disclosing the successful startup of the
hydrocracker unit, in conventional service, at its Mobile, Alabama refinery.
A
copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
*
Filed herewith.
**
Furnished herewith.
Forward-Looking
Statements
This
Current Report, including the exhibits attached hereto, contains “forward-looking statements” related to future events. Forward-looking
statements contain words such as “expect,” “anticipate,” “could,” “should,” “intend,”
“plan,” “believe,” “seek,” “see,” “may,” “will,” “would,”
or “target.” Forward-looking statements are based on management’s current expectations, beliefs, assumptions, and estimates.
These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual
results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties
regarding the Company’s ability to complete the previously disclosed restructuring and its ability to continue operating in the
ordinary course while certain chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy
Code”) cases are pending, the Company’s ability to successfully complete a restructuring under Chapter 11, including:
consummation of the restructuring; potential adverse effects of the Chapter 11 cases on the Company’s liquidity and results of
operations; the Company’s ability to obtain timely approval by the bankruptcy court with respect to the motions filed in the Chapter
11 cases; objections to the Company’s recapitalization process or other pleadings filed that could protract the Chapter 11 cases;
employee attrition and the Company’s ability to retain senior management and other key personnel due to distractions and uncertainties;
the Company’s ability to comply with financing arrangements; the Company’s ability to maintain relationships with suppliers,
customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 cases; the effects of the Chapter
11 cases on the Company and on the interests of various constituents, including holders of the Company’s common stock, including
pursuant to the current restructuring agreement, which contemplates the cancellation of all existing equity interests of the Company,
including all shares of common stock, the loss of the value of Company securities in the event of the cancellation thereof in connection
with the Chapter 11 cases, the bankruptcy court’s rulings in the Chapter 11 cases, including the approvals of the terms and conditions
of the restructuring and the outcome of the Chapter 11 cases generally; the length of time that the Company will operate under Chapter
11 protection and the continued availability of operating capital during the pendency of the Chapter 11 cases; risks associated with
third party motions in the Chapter 11 cases, which may interfere with the Company’s ability to consummate the restructuring or
an alternative restructuring; increased administrative and legal costs related to the Chapter 11 process; and other litigation and inherent
risks involved in a bankruptcy process. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking
statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends
affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information
on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary
Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently
filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the Securities and Exchange Commission, which are available
at www.sec.gov and in the “Investor Relations” – “SEC Filings” section of the Company’s website at
www.vertexenergy.com. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after
that date, except as otherwise provided by law.
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: October 9, 2024 |
By: |
/s/
Chris Carlson |
|
| |
|
Chris Carlson |
|
| |
|
Chief Financial Officer |
|
Vertex Energy, Inc. 8-K
Exhibit 99.1
VERTEX
ENERGY ANNOUNCES SUCCESSFUL STARTUP OF MOBILE REFINERY
HYDROCRACKER IN CONVENTIONAL SERVICE
HOUSTON, TX (Business Wire) – October 9, 2024—Vertex Energy,
Inc. (OTCPK:VTNRQ) ("Vertex" or the "Company"), a leading specialty refiner and marketer of high-quality refined products,
today announced the successful start-up of the Mobile, Alabama refinery (the “Mobile Refinery”) hydrocracker in conventional
service, and initial production volumes of higher-value finished products for the fourth quarter 2024.
The hydrocracker reconversion project began following the completion
of final processing of renewable feedstock inventories and was executed as part of a previously planned catalyst and maintenance turnaround.
The project was completed on time and on budget with zero OSHA recordable injuries. In conventional service, the Mobile Refinery’s
hydrocracker utilizes vacuum gas oil (“VGO”) as feedstock to produce additional volumes of higher-value refined products,
including gasoline and diesel. In line with the previously stated plan, the Mobile refinery has preserved renewable fuels production capabilities,
should future market conditions warrant.
“Once again, the team has demonstrated operational excellence
in safely and in successfully redeploying the asset back into conventional service, while maintaining future renewable optionality to
support energy transition demand,” said Benjamin P. Cowart, President and CEO of Vertex Energy, who continued, “With this
key asset shift safely executed, our focus continues on further optimization of the business in pursuit of sustained performance and longer-term
growth.”
ABOUT VERTEX ENERGY
Vertex Energy is a leading energy transition company that specializes
in producing high-quality refined products. The Company’s innovative solutions are designed to enhance the performance of its customers
and partners while also prioritizing sustainability, safety, and operational excellence. With a commitment to providing superior products
and services, Vertex Energy is dedicated to shaping the future of the energy industry.
INVESTOR CONTACT
IR@vertexenergy.com
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this communication which are not
statements of historical fact constitute forward-looking statements within the meaning of the securities laws, including the Private Securities
Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,”
“continues,” “plans,” “anticipates,” “believes,” “would,” “will,”
“estimates,” “intends,” “projects,” “goals,” “targets” and other words of
similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Any
statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements.
The important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements
include, without limitation, the Company’s ability to complete the previously disclosed restructuring and its ability to continue
operating in the ordinary course while certain chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy
Code”) cases are pending, the Company’s ability to successfully complete a restructuring under Chapter 11, including: consummation
of the restructuring; potential adverse effects of the Chapter 11 cases on the Company’s liquidity and results of operations; the
Company’s ability to obtain timely approval by the bankruptcy court with respect to the motions filed in the Chapter 11 cases; objections
to the Company’s recapitalization process or other pleadings filed that could protract the Chapter 11 cases; employee attrition
and the Company’s ability to retain senior management and other key personnel due to distractions and uncertainties; the Company’s
ability to comply with financing arrangements; the Company’s ability to maintain relationships with suppliers, customers, employees
and other third parties and regulatory authorities as a result of the Chapter 11 cases; the effects of the Chapter 11 cases on the Company
and on the interests of various constituents, including holders of the Company’s common stock, including pursuant to the current
restructuring agreement, which contemplates the cancellation of all existing equity interests of the Company, including all shares of
common stock, the loss of the value of Company securities in the event of the cancellation thereof in connection with the Chapter 11 cases,
the bankruptcy court’s rulings in the Chapter 11 cases, including the approvals of the terms and conditions of the restructuring
and the outcome of the Chapter 11 cases generally; the length of time that the Company will operate under Chapter 11 protection and the
continued availability of operating capital during the pendency of the Chapter 11 cases; risks associated with third party motions in
the Chapter 11 cases, which may interfere with the Company’s ability to consummate the restructuring or an alternative restructuring;
increased administrative and legal costs related to the Chapter 11 process; and other litigation and inherent risks involved in a bankruptcy
process; the future production of the Company’s Mobile Refinery; anticipated and unforeseen events which could reduce future production
at the refinery or delay future capital projects, and changes in commodity and credit values; throughput volumes, production rates, yields,
operating expenses and capital expenditures at the Mobile Refinery; the need for additional capital in the future, including, but not
limited to, in order to complete capital projects and satisfy liabilities, including to pay amounts owed under the Company’s outstanding
term loan, the Company’s ability to raise such capital in the future, and the terms of such funding, including dilution caused thereby;
the future production of the Mobile Refinery, including but not limited to, renewable diesel and conventional production and the breakdown
between the two; changes in commodity and credits values; certain early termination rights associated with third party agreements and
conditions precedent to such
agreements; certain mandatory redemption provisions of the outstanding senior convertible notes, the conversion
rights associated therewith, and dilution caused by conversions and/or the exchanges of convertible notes, and the repayment thereof,
including as a result of such convertible notes currently being in default; the Company’s ability to comply with required covenants
under outstanding senior notes and a term loan and to pay amounts due under such senior notes and term loan, including interest and other
amounts due thereunder, which are currently in default; the ability of the Company to retain and hire key personnel; the level of competition
in the Company’s industry and its ability to compete; the Company’s ability to respond to changes in its industry; the loss
of key personnel or failure to attract, integrate and retain additional personnel; the Company’s ability to obtain and retain customers;
the Company’s ability to produce products at competitive rates; the Company’s ability to execute its business strategy in
a very competitive environment; trends in, and the market for, the price of oil and gas and alternative energy sources; the impact of
inflation and interest rates on margins and costs; the volatile nature of the prices for oil and gas caused by supply and demand, including
volatility caused by the ongoing Ukraine/Russia conflict and/or the Israel/Hamas conflict, changes in interest rates and inflation, and
potential recessions; the Company’s ability to maintain relationships with partners; the outcome of pending and potential future
litigation, judgments and settlements; rules and regulations making the Company’s operations more costly or restrictive; volatility
in the market price of compliance credits (primarily Renewable Identification Numbers (RINs) needed to comply with the Renewable Fuel
Standard (“RFS”)) under renewable and low-carbon fuel programs and emission credits needed under other environmental emissions
programs, the requirement for the Company to purchase RINs in the secondary market to the extent it does not generate sufficient RINs
internally, liabilities associated therewith and the timing, funding and costs of such required purchases, if any; changes in environmental
and other laws and regulations and risks associated with such laws and regulations; economic downturns both in the United States and globally,
changes in inflation and interest rates, increased costs of borrowing associated therewith and potential declines in the availability
of such funding; risk of increased regulation of the Company’s operations and products; disruptions in the infrastructure that the
Company and its partners rely on; interruptions at the Company’s facilities; unexpected and expected changes in the Company’s
anticipated capital expenditures resulting from unforeseen and expected required maintenance, repairs, or upgrades; the Company’s
ability to acquire and construct new facilities; decreases in global demand for, and the price of, oil, due to inflation, recessions or
other reasons, including declines in economic activity or global conflicts; expected and unexpected downtime at the Company’s facilities;
the Company’s level of indebtedness, which could affect its ability to fulfill its obligations, impede the implementation of its
strategy, and expose the Company’s interest rate risk; dependence on third party transportation services and pipelines; risks related
to obtaining required crude oil supplies, and the costs of such supplies; counterparty credit and performance risk; unanticipated problems
at, or downtime effecting, the Company’s facilities and those operated by third parties; risks relating to the Company’s hedging
activities or lack of hedging activities; and risks relating to future divestitures, asset sales, joint ventures and acquisitions.
Other important factors that may cause actual results and outcomes
to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s
publicly filed reports, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31,
2023, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and future Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q. These reports are available at www.sec.gov. The Company cautions that the foregoing list of important
factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on
behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable
factors also could have material adverse effects on Vertex’s future results. The forward-looking statements included in this press
release are made only as of the date hereof. Vertex cannot guarantee future results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Vertex undertakes no obligation to update
these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared
by third parties that are not paid for by Vertex. If we update one or more forward-looking statements, no inference should be drawn that
we will make additional updates with respect to those or other forward-looking statements.
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Vertex Energy (NASDAQ:VTNR)
過去 株価チャート
から 10 2024 まで 11 2024
Vertex Energy (NASDAQ:VTNR)
過去 株価チャート
から 11 2023 まで 11 2024
