Item 1.01 Entry Into Material Definitive Agreement.

On May 2, 2016, Bluefire Renewables, Inc., a Nevada Corporation (the “Company”), received a written “Wells Notice” from the staff of the U.S. Securities and Exchange Commission (“SEC”) indicating that the staff made a preliminary determination to recommend that the SEC bring an administrative proceeding against the Company. A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred. Rather, it provides the recipient with an opportunity to respond to issues raised by the staff and offer its perspective to the staff prior to any decision to institute proceedings.

The Wells Notice to the Company relates to allegations that the Company consummated an unregistered financing transaction by entering into a financing agreement which provided for a material obligation of the Company (the “Financing Agreement”). In connection with the Financing Agreement, the Company did not file a current report on Form 8-K with the SEC within four (4) business days of the Financing Agreement becoming a material obligation of the Company.

In connection with the Wells Notice, on August 1, 2016, the Company entered into an Offer of Settlement (the “Settlement”) with the SEC. Pursuant to the Settlement, the Company agreed to pay a twenty five thousand dollar ($25,000) civil penalty to the SEC (the “Penalty”). On October 11, 2016, pursuant to the terms and conditions of the Settlement, the Company made an initial payment of five thousand dollars ($5,000) to the SEC. The remaining balance of the Penalty will be paid to the SEC over a nine-month period ending on or about June 30, 2017.