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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): December 5, 2023
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, Texas |
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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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. ☐
On December 5, 2023, Vertex Energy,
Inc. (the “Company”) issued a press release announcing that the Company had met the renewable fuel standard revised
annual compliance report filing deadline of December 1, 2023, for calendar year 2022. A copy of the press release is attached hereto as Exhibit
99.1, and is incorporated into this Item 8.01 by reference.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
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Description |
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99.1 |
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Press Release dated December 5, 2023 |
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104 |
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Inline XBRL for the cover page of this Current Report on Form 8-K |
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Forward-Looking Statements
This Current Report on Form 8-K,
including the press release filed as Exhibit 99.1, to this Current Report
on Form 8-K, contains forward-looking statements within the meaning
of the federal securities laws, including the Private Securities Litigation Reform Act of 1995,
and, as such, may involve known and unknown risks, uncertainties and assumptions. You can identify these forward-looking statements
by words such as “may,” “should,” “expect,” “anticipate,”
“believe,” “estimate,” “intend,” “plan” and other similar
expressions. These forward-looking statements relate to the Company’s current expectations
and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with
the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those
projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the
Company, its divisions and concepts to be materially different than those expressed or implied in such statements, including
those referenced in the press release. 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 SEC and 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.
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VERTEX ENERGY, INC. |
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Date: December 5, 2023 |
By: |
/s/ Chris Carlson |
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Chris Carlson |
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Chief Financial Officer |
|
Vertex Energy, Inc. 8-K
Exhibit
99.1
Vertex Energy Meets Renewable Fuel Standard
Revised Annual Compliance Report Filing Deadline of December 1, 2023, for Calendar Year 2022
HOUSTON, TX / BUSINESSWIRE / December 5, 2023 / Vertex
Energy, Inc. (NASDAQ: VTNR) (“Vertex” or the “Company”), a leading specialty refiner and marketer of high-quality
refined products, today announced that Vertex Refining Alabama LLC, the owner and operator of the Mobile Refinery, located in Mobile,
Alabama, has filed its annual compliance report for calendar year (CY) 2022 under the U.S. Environmental Protection Agency’s Renewable
Fuel Standard (RFS), in accordance with the December 1, 2023 filing deadline and satisfied its renewable volume obligation (RVO) for CY
2022.
The EPA previously extended obligated parties’
RFS compliance and attestation engagement reporting deadlines for CY 2022 from March 31, 2023, to December 1, 2023. Due to the off-cycle
nature of this event, the Company is providing this update on its RFS compliance efforts with respect to the Mobile Refinery’s production
of conventional gasoline and diesel fuel.
The Company reports that the Mobile Refinery has satisfied
its RVO for CY 2022, and that Vertex Refining Alabama LLC now has the option to elect to carry its CY 2023 RVO to CY 2024. The anticipated
deadline for the filing of the RFS annual compliance report for CY 2024 is March 31, 2025.
ABOUT VERTEX ENERGY
Vertex Energy is a leading energy transition company
that specializes in producing both renewable and conventional fuels. Our innovative solutions are designed to enhance the performance
of our 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.
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 previously disclosed projected outlook for the fourth
quarter of 2023; review and evaluation of potential joint ventures, divestitures, acquisitions, mergers, business combinations, or other
strategic transactions and their impact on shareholder value; the process by which the Company engages in evaluation of strategic transactions;
the Company’s ability to identify potential partners; the outcome of potential future strategic transactions and the terms thereof;
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 timing of, and outcome of, the evaluation and associated carbon
intensity scoring of the Company’s feedstock blends by officials in the state of California; the ability of the Company to obtain
low carbon fuel standard (LCFS) credits, and the amounts thereof; the need for additional capital in the future, including, but not limited
to, in order to complete future capital projects and satisfy
liabilities, the Company’s ability to raise such capital in the future,
and the terms of such funding; the timing of capital projects at the Company’s refinery located in Mobile, Alabama (the “Mobile
Refinery”) and the outcome of such projects; the future production of the Mobile Refinery, including but not limited to, renewable
diesel production; estimated and actual production and costs associated with the renewable diesel capital project; estimated revenues,
margins and expenses, over the course of the agreement with Idemitsu; anticipated and unforeseen events which could reduce future production
at the Mobile Refinery or delay planned and future capital projects; 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; the Company’s ability to comply with required covenants under outstanding senior notes and a term loan and
pay amounts due under such senior notes and term loan, including interest and other amounts due thereunder; 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 protect intellectual property and not infringe on others’ intellectual property; the Company’s
ability to scale its business; the Company’s ability to maintain supplier relationships and obtain adequate supplies of feedstocks;
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 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, recessions and inflation; 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; the Company’s ability to effectively manage growth;
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 planned and 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, 2022, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2023, 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.
CONTACT:
IR@vertexenergy.com
203-682-8284
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