GLOBAL CLEAN ENERGY HOLDINGS, INC. Item 1.01. Entry Into a Material Agreement.
OnDecember 29 , 2021Global Clean Energy Holdings, Inc. ("we," "us," "our" and the "Company") entered into that certain Sale and Purchase Deed (the "Purchase Deed") among the Company,Camelina Company Espana, S.L ., a private limited company ("CCE"), and the stockholders of CCE. Based inMadrid, Spain , CCE isEurope's largest camelina crop innovator and seed producer. Under the Purchase Deed, the Company acquired CCE for a total purchase price of €7,272,721 (approximatelyU.S. $8,240,000 ). The purchase price was paid by the delivery of (i) €674,772 in cash, (ii) €674,772 in one-year, unsecured interest-free promissory notes, and (iii) 1,353,951 unregistered shares of the Company's common stock,$0.001 par value per share ("Common Stock") valued at €5,923,177 Each share of Common Stock was valued at$4.957 per share (equal to the volume weighted average price of the Company's shares for the three trading days before the acquisition). Since its establishment in 20 10 , CCE has developed a sustainable camelina value chain: from breeding and planting seed production to agronomic expansion and camelina processing for non-food and advanced biofuel production. CCE maintains an ongoing plant breeding program with more than 600 camelina germplasm lines and owns nine proprietary camelina varieties.
The foregoing description of the Purchase Deed is qualified in its entirety by reference to the agreement, a copy of which is filed hereto as Exhibits 10.1, and is incorporated herein by reference.
Item 3.02. Unregistered Sales of
The description in Item 1.01 above regarding the Purchase Deed and the
securities sold thereunder is incorporated herein by reference. On
In connection with the acquisition of CCE and the issuance of the foregoing
shares to the owners of CCE, the Company also issued a total of 67,314
unregistered shares of Common Stock (each of which was also valued at
The foregoing securities were offered and sold by the Company in a transaction not involving a public offering and in compliance with exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as they were offered and sold to a limited number of offerees without any general solicitation or advertisement.
Item 7.01 Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description of Exhibit 10.1 Sale and Purchase Deed amongGlobal Clean Energy Holdings, Inc. ,Camelina Company Espana, S.L ., and certain stockholders named therein, datedDecember 29 , 2021#† 99.1 Press release, datedJanuary 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
# The Agreement is Written in Spanish and an English translation is provided in
accordance with Rule 12b-12(d) under the Exchange Act.
† Certain portions of the Exhibit have been redacted pursuant to Reg. S-K Item
601 (b) (10)
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