THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF BLUEFIRE RENWABLES, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
BlueFire
Renewables, Inc.
25108
Marguerite Parkway Suite A-321
Mission
Viejo, CA
(949)
588-3767
INFORMATION
STATEMENT
(Definitive)
November 7, 2017
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
To
the Holders of Common Stock of BlueFire Renewables, Inc.:
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), to the holders (the “
Stockholders
”)
of common stock, $0.001 par value per share (the “
Common Stock
”) and Series A Preferred Stock, no par value
per share (the “Series A Preferred”),of BlueFire Renewables, Inc., a Nevada corporation (the “
Company
”),
to notify the Stockholders that on September 28, 2017, the Company received a unanimous written consent in lieu of a meeting of
the holders of all 51 shares of Series A Preferred, as permitted by the Company’s Certificate of Incorporation, as may be
amended (“
Amended Certificate
”). Each share of Series A Preferred has voting rights equal to (x) 0.019607 multiplied
by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”),
divided by (y) 0.49, minus (z) the Numerator. As there are currently 499,680,109 shares of Common Stock issued and 499,647,938
outstanding, the 51 shares of Series A Preferred Stock have the voting equivalent of 520,019,358 shares of Common Stock. The Series
A Stockholders authorized the following:
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●
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The
increase in the number of authorized shares of Common Stock from five hundred million
(500,000,000) shares of Common Stock to five billion (5,000,000,000) shares of Common
Stock (the “
Authorized Share Increase
”).
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On
September 28, 2017, the Board of Directors of the Company (“
Board
”) approved the Authorized Share Increase
and recommended to the Majority Stockholders that they approve the Authorized Share Increase. On September 28, 2017, the Majority
Stockholders approved the Authorized Share Increase by written consent in lieu of a meeting in accordance with the Nevada Revised
Statutes. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized
Share Increase.
The
amendments to the Amended Certificate will not be effective until the Company files the amendment to the Articles of Incorporation
with the Nevada Secretary of State. We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or
about November 7, 2017.
By
order of the Board of Directors,
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/s/
Arnold R. Klann
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Chief
Executive Officer and Director
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November 7, 2017
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INFORMATION
STATEMENT REGARDING
CORPORATE
ACTION TAKEN BY WRITTEN CONSENT OF
OUR
BOARD OF DIRECTORS AND HOLDERS OF
MORE
THAN A MAJORITY OF OUR VOTING CAPITAL STOCK
IN
LIEU OF SPECIAL MEETING
BlueFire
Renewables, Inc. (“BlueFire,” “the Company,” “we” or “us”) is furnishing
this Information Statement to you to provide a description of action taken by our Board of Directors and the holders of more than
a majority of our outstanding voting capital stock on September 28, 2017, in accordance with the relevant sections of the Nevada
Revised Statutes of the State of Nevada (the “NRS”).
This
Information Statement is being mailed on November 7, 2017 to stockholders of record on October 24, 2017 (the “Record
Date”). The Information Statement is being delivered only to inform you of the Corporate Action described herein before
such action take effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). No action is requested or required on your part.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
PLEASE
NOTE THAT THE HOLDERS OF OUR SERIES A PREFEERED WHICH CONSTITUTES MORE THAN A MAJORITY OF OUR OUTSTANDING VOTING CAPITAL VOTED
TO AUTHORIZE THE CORPORATE ACTION. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND
NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.
Series
A Preferred
By
unanimous written consent of the Board (as permitted under Nevada law), the number, designation, rights, preferences and privileges
of the Series A Preferred were established by the Board (as is permitted under Nevada law and by the Amended Certificate of Incorporation
of the Company). The designation, rights, preferences and privileges that the Board established for the Series A Preferred is
set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Nevada on September 30, 2015.
Among other things, the Certificate of Designation provides that each one share of Series A Preferred has voting rights equal
to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote
(the “
Numerator
”), divided by (y) 0.49, minus (z) the Numerator.
By
unanimous written consent of the Board, the Board issued an aggregate of fifty one (51) shares of Series A Preferred to three
individuals (the “
Series A Stockholders
”). As a result of the voting rights granted to the Series A Preferred,
the Series A Stockholders hold, in the aggregate, approximately 51.0% of the total voting power of all issued and outstanding
voting capital of the Company.
As
of October 24, 2017, there were (i) 499,680,109 shares issued and 499,647,938 shares outstanding of Common Stock, and (ii) issued
and outstanding 51 shares of Series A Preferred Stock. Pursuant to the Nevada Revised Statutes, at least a majority of the voting
equity of the Company, or at least 249,840,055 votes, are required to approve the Authorized Share Increase by written consent.
The Majority Stockholders, who hold in the aggregate the equivalent of 540,393,667 votes or approximately 51.0% of the voting
equity of the Company, have voted in favor of the Authorized Share Increase thereby satisfying the requirement under the Nevada
Revised Statutes that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The
following table sets forth the name of the Series A Stockholders, the number of shares of Series A Preferred held by the Series
A Stockholders, the total number of votes that the Series A Stockholders voted in favor of the Authorized Share Increase and the
percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.
Name of Series A
Stockholder
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Number of Shares
of Series A
Preferred held
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Equivalent Number
of Votes of Common
Stock held by such
Series
A Stockholder
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Equivalent Number
of Votes of Common
Stock that Voted in
favor of the Actions
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Percentage of the
Voting Equity that
Voted in favor
of the Actions
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Arnold R. Klann
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27
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275,304,366
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275,304,366
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52.94
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%
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Chris Nichols
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12
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122,357,496
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122,357,496
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23.53
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%
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Joseph Sparano
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12
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122,357,496
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122,357,496
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23.53
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%
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GENERAL
DESCRIPTION OF CORPORATE ACTION
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES
OF
COMMON STOCK
The
number of authorized shares of our Common Stock will be increased from five hundred million (500,000,000) shares to five billion
(5,000,000,000) shares.
Reasons
For The Increase In Authorized Capital
Our Board authorized and approved the proposed
amendment to our Articles of Incorporation to increase our authorized share capital so that such shares will be available for
issuance for general corporate purposes, including financing activities, without the requirement of further action by our stockholders.
Potential uses of the additional authorized shares may include, but are not limited to, conversions of convertible securities,
to pay creditors of the Company, to provide additional shares that could be issued for raising of additional equity capital or
other financing activities, to provide additional shares that could be issued in a reverse merger acquisition or other form of
business combination and to better position the Company for future trading should a transaction be entered into and completed,
and other general corporate purposes. The future issuance of additional shares of Common Stock on other than a pro rata basis
to existing stockholders will dilute the ownership of the current stockholders, as well as their proportionate voting rights.
Increasing the authorized number of shares of our Common Stock will give us greater flexibility and will allow us to issue such
shares, in most cases, without the expense or delay of seeking stockholder approval. We are at all times investigating additional
sources of financing, business candidates and other opportunities which our Board believes will be in the best interests
of our stockholders and the Company.
Further,
on September 27, 2017, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”)
with Tarpon Bay Partners, LLC, a Florida limited liability company (“TBP”), pursuant to which the Company agreed to
issue common stock to TBP in exchange for the settlement of $999,630.45 (the “Settlement Amount”) of past-due obligations
and accounts payable of the Company. TBP purchased the obligations and accounts payable from certain vendors of the Company as
described below.
On
October 11, 2017, the Circuit Court of Leon County, Florida (the “Court”), entered an order (the “TBP Order”)
approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities
Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement, pursuant to the Settlement
Agreement between the Company and TBP, in the matter entitled
Tarpon Bay Partners, LLC v. BlueFire Renewables, Inc
. (the
“TBP Action”). TBP commenced the TBP Action against the Company to recover an aggregate of $999,630.45 of past-due
obligations and accounts payable of the Company (the “TBP Claim”), which TBP had purchased from certain vendors of
the Company pursuant to the terms of separate receivable purchase agreements between TBP and each of such vendors (the “TBP
Assigned Accounts”).
Pursuant
to the terms of the Settlement Agreement approved by the TBP Order, on October 11, 2017, the Company agreed to issue to TBP shares
(the “TBP Settlement Shares”) of the Company’s common stock. The Settlement Agreement provides that the TBP
Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the TBP Settlement Amount through
the issuance of shares without a restrictive legend pursuant to Section 3(a)(10) of the Securities Act. Pursuant to the Settlement
Agreement, TBP may deliver a request to the Company for shares of Common Stock to be issued to TBP (the “TBP Share Request”).
The
parties reasonably estimate that the fair market value of the TBP Settlement Shares to be received by TBP is equal to approximately
$1,666,000. In connection with the Settlement Agreement, on October 16, 2017, the Company issued 37,000,000 shares of the Company’s
common stock to TBP. Additional tranche requests shall be made as requested by TBP until the TBP Settlement Amount is paid in
full, however, the Company believes, given the current market for the Company’s common stock, that 37,000,000 shares will
not satisfy its obligations to TBP and anticipates issuing more shares of its common stock in order to do so.
Except
as set forth above, as of the date of this filing we do not have any definitive plans, proposals or arrangements to issue any
of the newly available authorized shares of Common Stock for any purpose or which may result in a change in control of the Company.
Effect
of the Increase in Authorized Capital; Anti-Takeover Implications
The
amendment to our Amended Certificate to increase our authorized share capital will not have any immediate effect on the rights
of existing stockholders. However, our Board will have the authority to issue shares of our Common Stock without requiring future
stockholder approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent that
additional shares of Common Stock are issued in the future, such issuance will decrease the existing stockholders’ percentage
equity ownership, dilute the earnings per share and book value per share of outstanding shares of Common Stock and, depending
upon the price at which they are issued, could be dilutive to the existing stockholders.
Although
the increase in authorized capital is prompted by business and financial considerations, stockholders nevertheless should be aware
that such increase could facilitate future efforts by our management to deter or prevent a change in control of the Company. By
way of example, our management could issue additional shares to dilute the stock ownership and the voting power of persons seeking
to obtain control of the Company or shares could be issued to purchasers who would support the Board in opposing a takeover proposal.
In addition, the increase in authorized shares may have the effect of delaying or discouraging a challenge for control or make
it less likely that such a challenge, if attempted, would be successful, including challenges that are favored by a majority of
the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices
or benefit in some other manner. The Board and executive officers of the Company have no knowledge of any current effort to obtain
control of the Company or to accumulate large amounts of Common Stock.
Other
than as discussed in this Information Statement, there are no provisions of our articles, bylaws, employment agreements or credit
agreements that have material anti-takeover consequences.
The
Authorized Share Increase will become effective on the date that we file the Certificate of Amendment to the Amended Certificate
(the “
Amendment
”) with the Secretary of State of the State of Nevada. We intend to file the Amendment with
the Secretary of State of the State of Nevada promptly after the twentieth (20
th
) day following the date on which this
Information Statement is mailed to the Stockholders.
We
currently expect to file the Amendment on or about November 7, 2017.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our common stock as of October 24, 2017 and as adjusted
to reflect the sale of our common stock offered by this prospectus, by (a) each person who is known by us to beneficially own
5% or more of our common stock, (b) each of our directors and executive officers, and (c) all of our directors and executive officers
as a group. As of October 24, 2017, there were a total of 499,647,938 shares of Common Stock outstanding. Each share of Common
Stock is entitled to one vote on matters on which holders of voting stock of the Company are eligible to vote. The column entitled
“Percentage of Outstanding Common Stock” shows the percentage of voting common stock beneficially owned by each listed
party.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which
a person or entity has sole or shared voting power or investment power
plus
any shares which such person or entity has
the right to acquire within sixty (60) days of October 24, 2017, through the exercise or conversion of any stock option, convertible
security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and
investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as
owned by that person or entity.
Name of Beneficial Owner (1)
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Shares of Series
A Preferred
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Percent of
Series A
Preferred (2)
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Shares of
Common
Stock
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Percent of
Common
Stock (2)
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Arnold Klann
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27
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52.94
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%
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20,330,258
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4.07
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%
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Chief Executive Officer, President, Chairman
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Chris Nichols
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12
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23.53
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%
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36,000
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*
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Director
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Joseph Sparano
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12
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23.53
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%
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30,000
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*
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Director
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All officers and directors as a group (3 persons)
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51
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100
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%
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20,396,258
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4.08
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%
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All officers, directors and 5% holders as a group (3 persons)
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51
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100
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%
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20,396,258
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4.08
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%
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*
denotes less than 1%
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(1)
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Beneficial
ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power
with respect to securities.
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(2)
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Figures
may not add up due to rounding of percentages.
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ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file
reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively,
with the Securities and Exchange Commission (the “
SEC
”). Reports and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov)
that contains reports, information statements and other information regarding issuers that file electronically with the SEC through
the Electronic Data Gathering, Analysis and Retrieval System.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
(1)
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Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2017 filed on August 15, 2017;
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(2)
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Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2017 filed on May 15, 2017;
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(3)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 filed on April 5, 2017;
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(4)
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Current
Reports on Form 8-K filed on October 16, 2017, January 13, 2017, and November 4, 2016; and
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(5)
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Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2016 filed on November 14, 2016.
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You
may request a copy of these filings, at no cost, by writing BlueFire Renewables, Inc. at 25108 Marguerite Parkway Suite A-321,
Mission Viejo, CA 92692 or telephoning the Company at (949) 588-3767. Any statement contained in a document that is incorporated
by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement
(or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such
previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as
so modified or superseded.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to the Company at 25108 Marguerite Parkway Suite A-321, Mission Viejo, CA 92692 or telephoning the
Company at (949) 588-3767.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with
the Authorized Share Increase, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information
Statement.
By
Order of the Board of Directors
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/s/
Arnold R. Klann
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Name:
Arnold R. Klann
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Title:
Chairman, Chief Executive Officer, President
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Dated:
November 7, 2017
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