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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): August 23, 2022

 

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 3.03 Material Modification to Rights of Security Holders.

 

The information and disclosures set forth in Item 5.03 hereof are incorporated by reference into this Item 3.03 in their entirety.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Vertex Energy, Inc. (the “Company”, “we” and “us”) previously designated (a) 5,000,000 shares of preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”); (b) 10,000,000 shares of preferred stock as Series B Preferred Stock; (c) 17,000,000 shares of preferred stock as Series B1 Preferred Stock; and (d) 44,000 shares of preferred stock as Series C Convertible Preferred Stock (“Series C Preferred Stock”)(collectively, the “Preferred Stock”).

The Company filed Certificates of Withdrawal relating to each series of Preferred Stock with the Secretary of State of Nevada and terminated the designation of its Series A Preferred Stock (on August 24, 2022); Series B Preferred Stock (on August 24, 2022); Series B1 Preferred Stock (on August 23, 2022) and Series C Preferred Stock (on August 23, 2022). At the time of the filing of the Certificates of Withdrawal, no shares of any of the previously designated series of Preferred Stock were outstanding. The Certificates of Withdrawal were effective upon filing, and eliminated from our Articles of Incorporation all matters set forth in the previously-filed Certificates of Designation with respect to the previously designated series of Preferred Stock.
Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits. 

 

Exhibit
Number		 Description of Exhibit
3.1 Certificate, Amendment or Withdrawal of Designation, relating to the Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on August 24, 2022
3.2 Certificate, Amendment or Withdrawal of Designation, relating to the Series B Preferred Stock, filed with the Secretary of State of Nevada on August 24, 2022
3.3 Certificate, Amendment or Withdrawal of Designation, relating to the Series B1 Preferred Stock, filed with the Secretary of State of Nevada on August 23, 2022
3.4 Certificate, Amendment or Withdrawal of Designation, relating to the Series C Convertible Preferred Stock, filed with the Secretary of State of Nevada on August 23, 2022
104 Inline XBRL for the cover page of this Current Report on Form 8-K
 

 

  

 

 

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: August 25, 2022 By: /s/ Chris Carlson
    Chris Carlson
    Chief Financial Officer

 

 

  
 

VERTEX ENERGY, INC. 8-K

Exhibit 3.1

 

 

 

  

 

 

Approval of withdrawal of Series A Convertible Preferred Stock

 

WHEREAS, there are no shares of the Company’s Series A Convertible Preferred Stock issued or outstanding (the “Series A Preferred”);

 

WHEREAS, the Series A Preferred were established by the filing of a Certificate of Designation with the Secretary of State of Nevada on December 19, 2008 (the “Series A Designation”); and

 

WHEREAS, the Board believes that it is in the best interests of the Company to authorize and approve the filing of a Certificate of Withdrawal with the Secretary of State of Nevada to affect the withdrawal and termination of the Series A Designation, in the form presented to the Board for approval and review, subject to immaterial changes in the discretion of any one or more of the officers of the Company (the “Series A Certificate of Withdrawal”).

 

NOW THEREFORE BE IT RESOLVED THAT, the withdrawal of the Series A Designation and the filing of the Series A Certificate of Withdrawal with the Secretary of State of Nevada, are hereby approved, confirmed, ratified and acknowledged by the Board; and it is further

 

RESOLVED, that the withdrawal shall be effectuated in accordance with NRS Section 78.1955; and it is further

 

RESOLVED, that the Chief Financial Officer of the Company is hereby authorized, directed and empowered to execute on behalf of the Company, the Series A Certificate of Withdrawal, and to undertake all necessary or appropriate actions in connection therewith to effectuate the withdrawal and may take such further actions as are necessary to implement the withdrawal.

 

 

  
 

VERTEX ENERGY, INC. 8-K

Exhibit 3.2

 

 

  

 

 

Approval of withdrawal of Series B Preferred Stock

 

WHEREAS, there are no shares of the Company’s Series B Preferred Stock issued or outstanding (the “Series B Preferred”);

 

WHEREAS, the Series B Preferred were established by the filing of a Certificate of Designation which was filed with the Secretary of State of Nevada on January 14, 2010 (the “Series B Designation”); and

 

WHEREAS, the Board believes that it is in the best interests of the Company to authorize and approve the filing of a Certificate of Withdrawal with the Secretary of State of Nevada to affect the withdrawal and termination of the Series B Designation, in the form presented to the Board for approval and review, subject to immaterial changes in the discretion of any one or more of the officers of the Company (the “Series B Certificate of Withdrawal”).

 

NOW THEREFORE BE IT RESOLVED THAT, the withdrawal of the Series B Designation and the filing of the Series B Certificate of Withdrawal with the Secretary of State of Nevada, are hereby approved, confirmed, ratified and acknowledged by the Board; and it is further

 

RESOLVED, that the withdrawal shall be effectuated in accordance with NRS Section 78.1955; and it is further

 

RESOLVED, that the Chief Financial Officer of the Company, is, hereby authorized, directed and empowered to execute on behalf of the Company, the Series B Certificate of Withdrawal, and to undertake all necessary or appropriate actions in connection therewith to effectuate the withdrawal and may take such further actions as are necessary to implement the withdrawal.

 

  

 

 

 

 

VERTEX ENERGY, INC. 8-K

Exhibit 3.3

 

 

 

 

 

 

 

 

 

 
 

Approval of withdrawal of Series B1 Preferred Stock

 

WHEREAS, there are no shares of the Company’s Series B1 Preferred Stock issued or outstanding (the “Series B1 Preferred”);

 

WHEREAS, the Series B1 Preferred were established by the filing of a Certificate of Designation with the Secretary of State of Nevada on May 12, 2016 (the “Series B1 Designation”); and

 

WHEREAS, the Board believes that it is in the best interests of the Company to authorize and approve the filing of a Certificate of Withdrawal with the Secretary of State of Nevada to affect the withdrawal and termination of the Series B1 Designation, in the form presented to the Board for approval and review, subject to immaterial changes in the discretion of any one or more of the officers of the Company (the “Series B1 Certificate of Withdrawal”).

 

NOW THEREFORE BE IT RESOLVED THAT, the withdrawal of the Series B1 Designation and the filing of the Series B1 Certificate of Withdrawal with the Secretary of State of Nevada, are hereby approved, confirmed, ratified and acknowledged by the Board; and it is further

 

RESOLVED, that the withdrawal shall be effectuated in accordance with NRS Section 78.1955; and it is further

 

RESOLVED, that the Chief Financial Officer of the Company, is, hereby authorized, directed and empowered to execute on behalf of the Company, the Series B1 Certificate of Withdrawal, and to undertake all necessary or appropriate actions in connection therewith to effectuate the withdrawal and may take such further actions as are necessary to implement the withdrawal.

 

 

 

 

VERTEX ENERGY, INC. 8-K

Exhibit 3.4

 

 

 

 

 

 

 
 

 

Approval of withdrawal of Series C Convertible Preferred Stock

 

WHEREAS, there are no shares of the Company’s Series C Convertible Preferred Stock issued or outstanding (the “Series C Preferred”);

 

WHEREAS, the Series C Preferred were established by the filing of a Certificate of Designation with the Secretary of State of Nevada on May 12, 2016 (the “Series C Designation”); and

 

WHEREAS, the Board believes that it is in the best interests of the Company to authorize and approve the filing of a Certificate of Withdrawal with the Secretary of State of Nevada to affect the withdrawal and termination of the Series C Designation, in the form presented to the Board for approval and review, subject to immaterial changes in the discretion of any one or more of the officers of the Company (the “Series C Certificate of Withdrawal”).

 

NOW THEREFORE BE IT RESOLVED THAT, the withdrawal of the Series C Designation and the filing of the Series C Certificate of Withdrawal with the Secretary of State of Nevada, are hereby approved, confirmed, ratified and acknowledged by the Board; and it is further

 

RESOLVED, that the withdrawal shall be effectuated in accordance with NRS Section 78.1955; and it is further

 

RESOLVED, that the Chief Financial Officer of the Company, is, hereby authorized, directed and empowered to execute on behalf of the Company, the Series C Certificate of Withdrawal, and to undertake all necessary or appropriate actions in connection therewith to effectuate the withdrawal and may take such further actions as are necessary to implement the withdrawal.