UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _____________
Commission File Number 001-11476
VERTEX ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 94-3439569 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. 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
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | |
| Large accelerated filer | ☐ | Accelerated filer | ☑ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
☐ Yes ☑ No
As of May 9, 2024, there were 93,514,346 shares of common stock issued and outstanding.
EXPLANATORY NOTE
Vertex Energy, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Securities Exchange Commission on May 9, 2024 (the “Original Form 10-Q”) solely to include Exhibits 10.3 and 10.4, that were inadvertently omitted from the Original Form 10-Q.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other information contained or incorporated in, including the exhibits thereto, the Original Form 10-Q, nor does it reflect events occurring after the filing of the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
PART II – OTHER INFORMATION
Item 6. Exhibits
The following exhibits are filed herewith or incorporated by reference herein:
| | | | | Incorporated by Reference |
| Exhibit Number | | Description of Exhibit | | Filed or Furnished Herewith | | Form | | Exhibit | | Filing Date/Period End Date | | File No. |
| 3.1 | | Second Amended and Restated Bylaws of Vertex Energy, Inc. | | | | 8-K | | 3.1 | | 2/9/2024 | | 001-11476 |
| 4.1 | | Warrant Agreement dated December 28, 2023, by and among Vertex Energy Inc. and Continental Stock Transfer & Trust Company, as warrant agent | | | | 8-K | | 4.1 | | 1/2/2024 | | 001-11476 |
| 4.2 | | Amendment to the April 1, 2022 Warrant Agreement, dated the December 28, 2023, by and among Vertex Energy Inc. and Continental Stock Transfer & Trust Company, as warrant agent | | | | 8-K | | 4.2 | | 1/2/2024 | | 001-11476 |
| 4.3 | | Amendment to the May 26, 2022 Warrant Agreement, dated the December 28, 2023, by and among Vertex Energy Inc. and Continental Stock Transfer & Trust Company, as warrant agent | | | | 8-K | | 4.3 | | 1/2/2024 | | 001-11476 |
| 10.1% | | Amendment Number Five to Loan and Security Agreement dated May 26, 2022, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy Inc., as parent and as a guarantor, certain direct and indirect subsidiaries of Vertex Energy Inc., as guarantors, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders | | | | 8-K | | 10.1 | | 1/2/2024 | | 001-11476 |
| 10.2 | | Registration Rights Agreement dated December 28, 2023, between Vertex Energy Inc. and each of the Holders party thereto | | | | 8-K | | 10.2 | | 1/2/2024 | | 001-11476 |
| 10.3 % | | Limited Consent dated March 22, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy Inc., certain direct and indirect subsidiaries of Vertex Energy Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders | | X | | | | | | | | |
* Filed.
** Furnished.
% 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: May 17, 2024 | By: | /s/ Chris Carlson |
| | | Chris Carlson |
| | | Chief Financial Officer |
| | | (Principal Financial/Accounting Officer) |
