Sleepless
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So, anyone mind filling me in on what's going on here? How far along is this company, do they have proprietary technology?
Torrified wood pellets and wood pellets are two completely different things. Torrified wood should receive a premium due to the btu and ease of handling. But even those low end prices for regular wood pellets really aren't that bad when you can purchase the feedstock for $19/ton (probably much less in BC)
I would think it would be at least 20%, anyone know an industry average?
Any news would be great.
Mostly just dotting the I's and crossing the T's. Things are finally looking up for the cpmpany.
Thanks for the reply, any idea how long it takes to get an answer from the Admin.?
Any way to have an out-of-control moderator removed?
We want to know the connection. This relates to our company.
Puppman, you stated that customer testimonials and the PRs put out this year were not relevant and don't belong in the iBox. But yet under solar panels, in the iBox, there is Jonny Energy. Is there a connection between Jonny Energy and CPWY? If not, then kindly remove the links to the Jonny Energy website. Also, I know CPWY has nothing to do with the E85 Conversion Kits. What is that doing up on the iBox?
Glad to see someone paying attention again.
Cry me a river.
Good observation. They'll probably regret that decision before long, imo.
Pinks don't, but a legitimate company looking to eventually uplist would. I don't see any merit to these AS increase claims.
I agree that it is some change going on, and I'm not sold on the merger, never was. However, I'm still confident in the company for the longrun.
Where's all this talk of dillution coming from?
How is it money to be made heading to sub-penny levels?
This wasn't a development I wasn't expecting. Guess we'll just have to see where it goes.
Well, looks like I spoke toosoon, big dump from someone.
Looks like the stock has had a pretty good day.
The work is never finished! Even if the fuel is perfect, then the focus should move to extracting biobased products in the manufacturing process. Bio-based, a term not widely understood but is widely accepted by the consuming public, that's the future. The name of the game is value-added! There are new markets opening up everyday, and it's not hard to gain market share right now, too few players! So much potential here, with the right people, the skys the limit!
Do they have any people employed to develop or improve the fuel products, anyone know?
I wish they would come out with a plan to address share structure, but I understand they have more important things to worry about at the moment. A1 team, IMO.
Iyo, what do you see the pps at then.
Come on MLXO, I want a new boat. Well hell, just make that a lake. Guess I better buy more shares. lol
Makes sense, that was one of the first companies to test the fuel wasn't it?
Why wasn't he elected to the board before now?
Well, lets hope that he can get some things moving here.
I am as well, can't wait.
8-K 1 v225632_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 7, 2011
NEW GENERATION BIOFUELS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 1-34022 26-0067474
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
5850 Waterloo Road, Suite 140
Columbia, Maryland 21045
(Address of principal executive offices)(Zip Code)
(410) 480-8084
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
--------------------------------------------------------------------------------
Item 1.01 Entry into a Material Definitive Agreement
On June 7, 2011, New Generation Biofuels Holdings, Inc. (the “Company”) entered into an Amendment and Consent Agreement (the “Amendment”), the full text of which is attached as Exhibit 10.1 to this Form 8-K, which amended that certain Subscription Agreement by and among the Company and four (4) investors (each, an “Investor,” collectively, the “Investors”) dated February 1, 2011, as amended February 28, 2011 (the “Subscription Agreement”). Pursuant to the Amendment, one Investor, Alpha Capital Anstalt (“Alpha”), agreed to loan the Company up to an additional aggregate principal amount of $1,025,000 pursuant to the terms and conditions of the Subscription Agreement (the “June Investment”). The June Investment will be made as follows: (i) $50,000, pursuant to the Allonge dated May 17, 2011 (described below); (ii) $100,000 pursuant to the Amendment on June 7, 2011 (the “June Installment”); (iii) an additional $375,000 in three (3) equal monthly amounts of $125,000 to be funded on the first business day of the three (3) successive months beginning on July 1, 2011, and (iv) up to an additional $500,000 in four (4) equal monthly amounts of $125,000 to be funded on the first business day of the four (4) successive months beginning on October 1, 2011. On June 7, 2011, the Company issued Alpha a senior secured convertible note with a principal amount of $100,000 in connection with the June Installment (the “June Note”).
Senior Secured Convertible Note. Key terms of the June Note are summarized below. In connection with the Subscription Agreement, the Company executed a Security Agreement with the Investors dated February 1, 2011 (the “Security Agreement”), the full text of which is attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on February 7, 2011. The June Note is secured by the Security Agreement as discussed below. The June Note will pay interest at a rate of eight percent (8%) per annum, mature six (6) months after their date of issuance and is convertible into shares of the Company’s common stock at a conversion price of ten cents ($0.10) per share of Company common stock (subject to adjustment as described in the June Note) at any time prior to repayment, at the election of the Investor. In the aggregate, the June Note will be convertible into up to 1,040,000 shares of our common stock if held to maturity, including interest. Pursuant to the Security Agreement, the June Note and the senior secured convertible notes issued February 1, 2011 pursuant to the Subscription Agreements, as amended and as increased pursuant to the Allonges (the “February Notes”) are secured by the assets of the Company until fifty-one percent (51%) of the aggregate outstanding principal of the June Note and the February Notes is either retired or converted into shares of the Company’s common stock.
At any time prior to maturity of the June Note, at the Company’s option, the Company may prepay the outstanding principal amount of the June Note plus unpaid accrued interest without penalty. Upon the occurrence of an event of default (as defined in the June Note and the Security Agreement), the outstanding principal and all accrued interest on the June Note will accelerate and automatically become immediately due and payable. The Investors, at their option, also have the right to accelerate payment if we engage in certain change of control transactions.
Warrants. In connection with the first $100,000 of the June Investment and the amounts advanced pursuant to those certain Allonges to the February Note by and between Alpha and the Company dated April 15, 2011, and May 17, 2011, respectively, totaling an additional $150,000 of additional principal under the original February Note issued by the Company to Alpha on February 1, 2011 (the “Allonges”), the Company issued Alpha two (2) sets of warrants. Class A warrants are exercisable for an aggregate of 1,125,000 shares of Company common stock with an exercise price of ten cents ($0.10) per share (the “Class A Warrants”) and Class B warrants exercisable for an aggregate of 125,000 shares of Company common stock at one-half cent ($0.005) per share (the “Class B Warrants,” and collectively with the Class A Warrants, the “Warrants”). The full text of the form of Class A Warrant and Class B Warrant are attached as Exhibit 4.2 and 4.3, respectively, to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2011.
Use of Proceeds. The Company intends to use proceeds from the offering for working capital, operating expenses and general corporate purposes. Based on current estimates, the Company anticipates that its existing financial resources, including the net proceeds from this offering, will be adequate to continue to conduct our business through at least [July 15, 2011]. The Company is relying on receipt of the additional capital committed pursuant to the June Investment to continue operating its business.
Brokers Fees. Pursuant to an oral agreement with Palladium Capital Advisors, LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent commissions in connection with the June Investment and the Allonges based on the proceeds received by the Company from Alpha pursuant to the June Installment and the Allonges. The Company issued the Placement Agent a promissory note dated June 7, 2011, equal to seven percent (7%) of the aggregate total proceeds (i) received at the closing of the June Installment of the June Note and (ii) received pursuant to the Allonges (the “Palladium Note”). The full text of the Palladium Note is attached as Exhibit 4.1 to this Form 8-K.
Securities Act Exemption. The offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with Section 4(2) under the Securities Act and Rule 506 as an offering made solely to “accredited investors” as defined under the Securities Act.
The foregoing descriptions of the terms of the Amendment, the June Note, the Palladium Note and the Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the text of these documents filed as exhibits hereto which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Shell Company Transactions: None
(d) Exhibits:
4.1 Promissory Note issued to Palladium Capital Advisors, LLC dated June 7, 2011
10.1 Amendment and Consent Agreement dated June 7, 2011
--------------------------------------------------------------------------------
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.
NEW GENERATION BIOFUELS HOLDINGS, INC.
Date: June 10, 2011 By: /s/ Dane R. Saglio
Dane R. Saglio
Chief Financial Officer
--------------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit No. Description
4.1 Promissory Note issued to Palladium Capital Advisors, LLC dated June 7, 2011
10.1 Amendment and Consent Agreement dated June 7, 2011
--------------------------------------------------------------------------------
Do you have any information about this?
Developments like this do more harm than good. We have a new lead man, one who hasn't even served on the board before, on the eve of a supposedly finalized merger. I don't know if Parsons has health concerns, or if he has really screwed something up. Parsons led us this far, now he's jumping ship. I'm concerned to say the least, wonder if that merger is going to happen now.
8-K 1 v223870_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 17, 2011
NEW GENERATION BIOFUELS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 1-34022 26-0067474
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
5850 Waterloo Road, Suite 140
Columbia, Maryland 21045
(Address of principal executive offices)(Zip Code)
(410) 480-8084
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
--------------------------------------------------------------------------------
Item 1.01 Entry into Material Definitive Agreements
Second Amendment to Secured Convertible Promissory Note
On May 17, 2011, New Generation Biofuels Holdings, Inc. (the “Company”) entered into a Second Amendment to Secured Convertible Promissory Note (the “Amendment”), which amended each of the Secured Convertible Promissory Notes given by the Company on February 1, 2011, as amended (the “Notes”), to four (4) investors (each, an “Investor,” collectively, the “Investors”). The purpose of the Amendment was to allow the Investors to elect the form of the monthly payments, whether in cash, common stock of the Company, or a combination of both. The full text of the form of Notes was attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 7, 2011.
Also on May 17, 2011, the Company entered into an Allonge to Secured Convertible Promissory Note (the “Allonge”) with Alpha Capital Anstalt, an Investor (“Alpha”), pursuant to which the parties increased the principal amount of the Note between the Company and Alpha by $50,000. After giving effect to the Allonge, the current outstanding principal amount of the Alpha Note is $975,000. Other than the principal amount due under the Alpha Note, the Allonge did not affect any key terms of the Alpha Note.
Deferral of PTJ License Agreement Fee
On May 20, 2011, the Company received an extension until March 20, 2012 of the $1.0 million payment due under the Exclusive License Agreement dated March 20, 2006, as amended, between PTJ Bioenergy Holdings, Ltd. and the Company.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Shell Company Transactions: None.
(d) Exhibits: None.
--------------------------------------------------------------------------------
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.
NEW GENERATION BIOFUELS HOLDINGS, INC.
Date: May 23, 2011 By: /s/ Dane R. Saglio
Dane R. Saglio
Chief Financial Officer
--------------------------------------------------------------------------------
There's one thing that could sink us now. If those financials are delayed, well, on the bright side I guess the stock can't go but so much lower anyway.
Me too. I think we'll hit .05 on the news myself, don't think we'll stay there, but maybe we'll settle around .025 or so.
You probably wont have to wait long. The float is high, but you can't beat this management team.
Shares of MLXO to be specific.
I meant with shares in our portfolio. Lol!
Pinks and wallstreet aren't always one and the same.
Yeah, gives us time to accumulate a few more. I mean probably a lot of us are well endowed now, really, who can resist some .0055's?
Yes, many deals out there. How far has Mr. Parson's tried to expand CPWY's reach? He took the company to Alabama, the heart of his potential markets are in the "Do not emit zones" in the heavily populated Northeast. Northern Virginia should be ripe for the picking as well. How is the cracking of the glycerin accomplished, and what does a normal biodiesel plant need to add to be able to produce this fuel?
Management has stated to me that an uplisting would fit into their business strategy in the future. Don't expect any real big exchange before share structure is addressed. Though the OTCqb is possible, and, just maybe, not that far off.