Form 8-K - Current report

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 8, 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)

☐	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 1.01

Entry into a Material Definitive Agreement.

On December 8, 2023, Vertex Refining Alabama LLC, a wholly-owned subsidiary of Vertex Energy, Inc. (“Vertex” or the “Company”), and Macquarie Energy North America Trading Inc. (“Macquarie”), entered into Amendment No. 3 to Supply and Offtake Agreement (“Amendment No. 3”). Amendment No. 3 amended that certain April 1, 2022 Supply and Offtake Agreement entered into between Vertex and Macquarie (as amended from time to time, the “Supply and Offtake Agreement”), to, among other things, include a certain additional hydrocarbon storage tank located at the Center Point Chickasaw Terminal, located in Chickasaw, Alabama (the “Product Tanks”) as an Included Product Tank under and as defined in the Supply and Offtake Agreement. The Product Tank has a storage capacity of approximately 120,000 barrels. In connection with Amendment No. 3, the Company entered into certain ancillary agreements with Macquarie and the owners/operator of the Product Tank, providing Macquarie with, among other things, certain storage rights with respect to the Product Tank and related consents and acknowledgments with respect to the Product Tank and Macquarie’s usage of such tanks.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference in its entirety.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description

10.1*+		Amendment No. 3 to Supply and Offtake Agreement dated and effective December 8, 2023, between Vertex Refining Alabama LLC and Macquarie Energy North America Trading Inc.
104		Inline XBRL for the cover page of this Current Report on Form 8-K

Filed herewith.

Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Vertex Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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: December 13, 2023	By:	/s/ Chris Carlson
		Chris Carlson
		Chief Financial Officer

Vertex Energy Inc. 8-K

Exhibit 10.1

AMENDMENT NO. 3 TO

SUPPLY AND OFFTAKE AGREEMENT

This AMENDMENT NO. 3 TO SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”) is made and entered effective as of December 8, 2023, by and between VERTEX REFINING ALABAMA LLC (“Vertex” or “Company”) and MACQUARIE ENERGY NORTH AMERICA TRADING INC. (“Macquarie”).

RECITALS

WHEREAS, Vertex and Macquarie are parties to that certain Supply and Offtake Agreement dated April 1, 2022, as amended to date (together with all annexes, schedules and exhibits thereto, and as further amended from time to time, the “Agreement”); and

WHEREAS, the parties hereto desire to amend the Agreement as set forth in more detail herein.

NOW THEREFORE, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Defined Terms. Capitalized terms used but not defined in this Amendment have the meaning given to them in the Agreement.

Section 2. Amendments to Agreement. The Agreement is hereby amended as follows:

(a)

Section 1.1 –Definitions –is hereby amended in part as follows:

(i)

The definition of “Center Point Operator” is deleted in its entirety and replaced with the following new definition:

“Center Point Operator” means Center Point Terminal Chickasaw, LLC, or such other successor that operates the Center Point Storage Facilities.

(ii)

The definition of “Center Point Storage Rights Agreement” is deleted in its entirety and replaced with the following new definition:

“Center Point Storage Rights Agreement” means the sub-lease agreement entered into between the Company and Macquarie in respect of Tank 21 at the Center Point Storage Facilities on or prior to the Center Point Inclusion Date.

(iii)

The definition of “Center Point Terminalling Agreement” is deleted in its entirety and replaced with the following new definition:

“Center Point Terminalling Agreement” means the service agreement dated as of January 10, 2023, between the Center Point Operator and the Company as amended on each of March 9, 2023, April 24, 2023, and July 28, 2023, and as may be further amended from time to time.

(iv)

Schedule E, as in effect as of the date hereof (including as a result of any amendments or modifications prior to the date hereof effected pursuant to Section 31 of the Agreement) is hereby replaced in its entirety by the Schedule E attached hereto and incorporated herein.

(v)

Schedule F-12 (Center Point Chickasaw Daily Inventory Report), in substantially the form attached hereto, shall be added to the Agreement.

(vi)

Schedule I (Scheduling and Communications Protocol) is amended and replaced by Schedule I hereto.

(vii)

Schedule O (Included Storage Locations) is amended to include the following additional Included Storage Locations:

(9)

From and after the Center Point Inclusion Date, Tank 21 at the terminalling and storage facilities at the storage facility located at 200 Viaduct Road North, Chickasaw, Alabama 36611, regardless of whether owned and operated by Center Point Terminal Chickasaw, LLC.

Section 3. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Amendment may be executed via electronic, digital, or handwritten signature. For all purposes, a copy of this Amendment as executed shall have the same force and effect as an original thereof.

Section 4. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Agreement, as amended hereby.

Section 5. Severability. In case one or more provisions of this Amendment shall be invalid, illegal, or unenforceable in any respect under applicable law, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.

Section 6. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles.

EXECUTED effective as of the date first above written.

		MACQUARIE ENERGY NORTH AMERICA TRADING INC.


		By:	/s/ Brian Houstoun
		Name:	Brian Houstoun
		Title:	Senior Managing Director



		By:	/s/ Travis McCullough
		Name:	Travis McCullough
		Title:	Division Director

		VERTEX REFINING ALABAMA LLC


		By:	/s/ Chris Carlson
		Name:	Chris Carlson
		Title:	Chief Financial Officer

SCHEDULE O

FORM OF INCLUDED STORAGE LOCATIONS

(1) Terminalling and storage at the Refinery owned and operated by Vertex Refining Alabama, LLC, except for all sulfur, LPGs and molecules within the processing units.

(2) Internal pipe systems located at the Refinery in Saraland, Alabama owned and operated by Vertex Refining Alabama, LLC (the “Saraland Refinery”).

(3) Terminalling and storage facility at Blakely Island owned and operated by Vertex Refining Alabama, LLC (the “Blakely Island Facility”).

(4) Terminalling and storage facility at Plains Mobile Terminal located at 1871 Hess Road Mobile, AL 36610 (the “Plains Mobile Terminal Facility”), whether or not owned and operated by Plains Marketing, L.P.

(5) Terminalling and storage facility at BWC Blakeley Terminal located at 1437 Cochrane Causeway Mobile, AL 36602 (the “BWC Blakeley Terminal Facility”), whether or not owned and operated by BWC Alabama LLC

(6)

In transit to and from the Saraland Refinery to the Blakely Island Facility.

(7)

In transit to and from the Saraland Refinery to the Plains Mobile Terminal Facility.

(8)

In transit to and from the Saraland Refinery to the Chickasaw Dock.

(9) From and after the Center Point Inclusion Date, Tank 21 at the terminalling and storage facilities at the storage facility located at 200 Viaduct Road North, Chickasaw, Alabama 36611, regardless of whether owned and operated by Center Point Terminal Chickasaw, LLC.

Cover	Dec. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 2023
Entity File Number	001-11476
Entity Registrant Name	VERTEX ENERGY, INC.
Entity Central Index Key	0000890447
Entity Tax Identification Number	94-3439569
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1331 Gemini Street
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77058
City Area Code	(866)
Local Phone Number	660-8156
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	VTNR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false