UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza, 100 F Street, N.E., Room 1580,
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) - AUG 22, 2007
Commission File Number: 0001370489
BLUEFIRE ETHANOL FUELS, INC.
(Exact name of registrant as specific in its charter)
NEVADA 20-4590982
(State of Incorporation) (I.R.S. Employer I.D. No.)
31 MUSICK
IRVINE, CALIFORNIA 92618
(Address of principal executive offices, including zip code)
(949) 588-3767
(Registrant's telephone number, including area code)
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)
[ ] Precommencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Precommencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On August 22, 2007 BlueFire Ethanol Fuels, Inc. ("Company") entered into a
definitive Convertible Note and Warrant Agreements with two accredited investors
for a private placement of an aggregate of $2,000,000 of 8% senior secured
convertible notes due August 21, 2009 (the "Notes"), and issued an aggregate of
stock purchase warrants (the "Warrants") to purchase (i) 500,000 shares of our
common stock exercisable before August 21, 2010, with an exercise price of
$5.47807, and (ii) 500,000 shares of our common stock exercisable before August
21, 2010, with an exercise price of $ 6.32085. The Notes are convertible at the
option of the holder at any time prior to maturity, or a mandatory conversion
takes place in the event of a qualified financing, into shares of our common
stock, at a conversion price of $4.2139. The offer and sale of the
securities above were effected in reliance on the exemptions for sales of
securities not involving a public offering, as set forth in Sections 4(2) and/or
Section 4(6) of the Securities Act of 1933, and Rule 506 of Regulation D adopted
thereunder.
We have agreed to file a registration statement with the Securities and Exchange
Commission for the underlying common stock upon conversion of the Notes
according to the terms of the registration rights section of the Notes, but in
no case later than 120 days from the close of this financing. Our obligations
under the Notes and the other transaction documents are secured by certain of
our assets as outlined in the Notes.
The investors have the right to invest up to an additional $2,000,000
collectively in a similar convertible note within a 12 month period, on the same
terms as provided in the Notes, provided however, such (i) Additional Notes
shall have a revised conversion price equal to $6.32085, (ii) Additional A
Warrants shall have an exercise price per share equal to $8.217105 and (iii)
Additional B Warrants shall have an exercise price per share equal to $9.481275.
The Company will pay to the investors a non-accountable expense fee totaling
$30,000 toward legal fees and expenses (including due diligence costs).
The Company may prepay these Notes, in whole but not in part, at any time prior
to maturity by paying the outstanding principal amount of the Note together with
accrued interest thereon to the date of prepayment. The Company would have to
pay a prepayment premium of (i) cash in the amount of 8% of the aggregate
outstanding principle amount being prepaid, and (ii) warrants to purchase a
total of 50,000 shares of Common Stock at $5.47807 on the same terms and
conditions as the Warrants.
ITEM 9.01 EXHIBITS
(d) Exhibits
4.1 Form of Convertible Promissory Note dated August 22, 2007 by and among
the investors and the Company.
4.2 Form of Warrant dated August 22, 2007 by and among the investors and
the Company.
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 thereto duly authorized.
Date: Aug 28, 2007 BLUEFIRE ETHANOL FUELS, INC.
By: /s/ Arnold Klann
--------------------------------
Arnold Klann
Chief Executive Officer, Director