Current Report Filing (8-k)
April 17 2014 - 6:03AM
Edgar (US Regulatory)
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): April 8, 2014
BLUEFIRE
RENEWABLES, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
000-52361 |
20-4590982 |
(State
or other jurisdiction |
(Commission |
(IRS
Employer |
of
incorporation) |
File
Number) |
Identification
No.) |
31
Musick
Irvine,
CA92618
(Address
of principal executive offices)
(949)
588-3767
(Registrant’s
telephone number, including area code)
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
April 8, 2014 (the “Funding Date”), Bluefire Renewables, Inc. (the “Company”), entered into
a Subscription Agreement (the “Agreement”) with AKR Inc. (the “Subscriber”), dated as of the Funding
Date. Pursuant to the terms of the Agreement, the Company sold, issued and delivered to the Subscriber (i) a promissory note (the
“Note”) in the principal amount of Three Hundred Fifty Thousand Dollars (US$350,000) (the “Principal
Amount”); (ii) a warrant (“Warrant A”), to be issued on the Funding Date, permitting the Subscriber
to purchase Twenty-One (21) shares of the Company’s common stock for each dollar invested, at a per share price of $0.007;
(iii) a warrant (“Warrant B”), to be issued four months after the Funding Date, permitting the Subscriber to
purchase Twenty-One (21) shares of the Company’s common stock per dollar invested, at a per share price of $0.007; and (iv)
a warrant (“Warrant C”), to be issued seven months after the Funding Date, permitting the Subscriber to purchase
Twenty-Four (24) shares of the Company’s common stock per dollar invested, at a per share price of $0.007 (Warrant A, Warrant
B and Warrant C collectively the “Warrants”). The Warrants expire two years from the date of issuance.
The
above description of the Subscription Agreement, Note and Warrants do not purport to be complete and are qualified in their entirety
by the full text of each such document. A copy of the Note, Subscription Agreement, and Warrants are attached hereto as Exhibits
4.1, 10.1. and 10.2, respectively.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item
1.01 is incorporated herein by reference.
The
Note is in the principal amount of Three Hundred Fifty Thousand Dollars ($350,000) and matures on April 8, 2015 (the “Maturity
Date”). The interest rate is five percent (5%) per annum. Any amount of principal or interest on the Note which is not
paid when due shall bear interest at the rate of seven percent (7%) per annum from the due date thereof until the same is paid.
The
Note contains customary default and covenant provisions.
Item
3.02 Unregistered Sales of Equity Securities.
See Items
1.01 and 2.03 herein, which are incorporated by reference in this Item 3.02
These
securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified
for exemption under Section 4(2) of the Securities Act. The securities were exempt from registration under Section 4(2) of the
Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined
in Section 4(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering,
manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number
of securities to a high number of investors. Based on an analysis of the above factors, we have met the requirements to qualify
for exemption under Section 4(2) of the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
|
|
|
4.1* |
|
Promissory Note
issued in favor of AKR, Inc, dated April 8, 2014 |
|
|
|
10.1* |
|
Subscription Agreement
by and between the Company and a subscriber, dated as of April 8, 2014 |
|
|
|
10.2* |
|
Form of Warrant |
*Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
BLUEFIRE
RENEWABLES, INC. |
|
|
|
Date: April 16,
2014 |
By: |
/s/
Arnold R. Klann |
|
Name: |
Arnold R. Klann |
|
Title: |
Chief Executive
Officer |