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) - DECEMBER 14, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
(a) On December 14, 2007, BlueFire Ethanol Fuels, Inc. (the "Company")
entered into a Securities Purchase Agreement (the "Securities Purchase
Agreement") with three accredited investors (the "Investors") relating to the
private sale of 5,740,741 shares (the "Shares") of common stock, par value $.001
per share (the "Common Stock") of the Company (the "Private Offering"). Under
the terms of the Private Offering, the Company also issued to the Investors
warrants to purchase 5,740,741 shares of Common Stock (the "Warrants"). The
aggregate gross proceeds raised in the Private Offering by the Company was
approximately $15.5 million. Each Share was sold to the Investors at a purchase
price of $2.70 per Share. The Warrants expire five (5) years from the date of
issue and may be exercised at an exercise price of $2.90 per Share, subject to
adjustment in certain circumstances.
The Private Offering was an unregistered sale of securities conducted
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
of Regulation D promulgated thereunder.
In connection with the Private Offering, the Company has agreed to file a
registration statement (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") covering the resale of the Shares, the Common
Stock issuable upon exercise of the Warrants (the "Warrant Shares") and certain
other securities within forty-five (45) days following the closing of the
Private Offering (the "Filing Date"). In addition, the Company is required to
cause the Registration Statement to be declared effective by the SEC by the
150th day following the closing of the Private Offering or ten (10) business
days following the date the Company is notified by the SEC that the Registration
Statement will not be reviewed or is no longer subject to further review and
comments (the "Effective Date").
If (i) the Company fails to file the Registration Statement with the SEC
on or prior to the Filing Date, then for each day following the Filing Date,
until but excluding the date the Registration Statement is filed, the Company
shall pay the Investors with respect to any such failure an amount equal to 1.0%
of the purchase price paid by each such Investor for its Shares or (ii) if the
Registration Statement is not declared effective by the SEC by the Effective
Date, then for each day following the Effective Date, the Company shall pay the
Investors with respect to any such failure an amount equal to 0.50% of the
purchase price paid by each such Investor for its Shares, or (iii) if the
Registration Statement is not declared effective by the SEC on or prior to the
180th day after the closing of the Private Offering, the Company shall pay the
Investors with respect to any such failure an amount equal to 1.0% of the
purchase price paid by each such Investor for its Shares..
(b) On December 14, 2007, the Company issued an aggregate of 700,922
shares (the "Conversion Shares") of Common Stock to two investors for conversion
of such investors' 8% senior secured convertible notes (the "Notes"), at a
conversion price of $2.90, issued on August 22, 2007, as reported by the Company
on Form 8-K filed August 27, 2007. The Conversion Shares were issued in full
payment of $2,033,333 which represents the principal amount of the Notes
together with accrued interest on the Notes. Additionally, as set forth in the
Warrant Agreement issued on August 22, 2007, as reported by the Company on Form
8-K filed August 27, 2007, the Company has reduced the exercise price of such
investors' existing warrants to purchase one million shares Common Stock, issued
in connection with the Notes, to $2.90 per share.
The foregoing description of the Stock Purchase Agreement, the Securities
Purchase Agreement and the Warrants are not intended to be complete and is
qualified in its entirety by the complete text of those agreements attached as
exhibits to this Current Report on Form 8-K.
2
SECTION 9.01. FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits.
The following Exhibit is hereby filed as part of this Current Report on Form
8-K:
Exhibit Description
------- -----------
99.1 Stock Purchase Agreement, entered into as of December 3, 2007, by
and among the Investors and the Company.
99.2 Securities Purchase Agreement, entered into as of December 14,
2007, by and between Quercus and the Company.
99.3 Form of Warrant, dated December 14, 2007 by and among the Investors
and the Company.
3
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: December 17, 2007 BLUEFIRE ETHANOL FUELS, INC.
By: /s/ Arnold Klann
---------------------------------
Arnold Klann
Chief Executive Officer, Director
4