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): April 18, 2008
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Utah
|
(State
of
Incorporation)
|
000-12627
|
|
87-0407858
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(Commission
File Number)
|
|
(I.R.S.
Employer Identification
No.)
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6033
W. Century Blvd, Suite 1090, Los Angeles,
California
|
|
90045
|
(Address
of Principal Executive
Offices)
|
|
(Zip
Code)
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(310)
670-7911
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(Registrant’s
Telephone Number, Including Area
Code)
|
|
(Former
Name or Former Address, if Changed Since
Last Report)
|
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)).
ITEM
1.01
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ENTRY
INTO A MATERIAL AGREEMENT
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Effective
April 18, 2008, Global Clean Energy Holdings, Inc. (the “Company”)
entered into an exchange agreement (“Exchange
Agreement”)
with
Mercator Momentum Fund, L.P., Mercator Momentum Fund III, L.P., and Monarch
Pointe Fund, Ltd. (collectively, “MAG
Funds”),
comprising all of the holders of the Company’s Series A Convertible Preferred
Stock (“Series
A Stock”).
Pursuant
to the Exchange Agreement, the MAG Funds agreed to exchange (“Exchange”)
28,927
shares of Series A Stock, constituting all of the issued and outstanding shares
of Series A Stock, for an aggregate of 28,927,000 shares of the Company’s common
stock, no par value per share (“Common
Stock”).
The
exchange ratio was determined by dividing the $100 purchase price of the shares
(the “Series A Purchase Price” as defined in Certificate of Designations of
Preferences and Rights for the Series A Stock) by $0.10. The Series A Stock
was
convertible at a price equal to 85% of the “Market Price” (as defined in the
Certificate of Designations of Preferences and Rights) of the Common Stock.
On
April 18, 2008, the closing price of the Common Stock was $0.10 and the “Market
Price” would have been $0.045 per share.
A
copy of
the Exchange Agreement is filed as an exhibit to this Current Report on Form
8-K. The summary of the Exchange Agreement set forth above is qualified by
reference to such exhibit.
ITEM
3.02 |
UNREGISTERED
SALES OF EQUITY SECURITIES
|
Effective
April 18, 2008, the Company entered into an Exchange Agreement with the MAG
Funds, comprising all of the holders of the Company’s Series A Stock. Pursuant
to the Exchange Agreement, the Company issued an aggregate of 28,927,000 shares
of Common Stock to the MAG Funds in exchange for 28,927 shares of Series A
Stock.
For
a
description of significant terms of the Exchange,
see the
discussion under Item 1.01, which is incorporated herein by
reference.
ITEM
9.01 |
FINANCIAL
STATEMENTS AND EXHIBITS
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Exhibit
No.
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Description
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10.1
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Exchange
Agreement, effective April 18, 2008, by and between Global Clean
Energy
Holdings, Inc., on the one hand, and Mercator Momentum Fund, L.P.,
Mercator Momentum Fund III, L.P., and Monarch Pointe Fund, Ltd.,
on the
other hand.
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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.
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GLOBAL
CLEAN
ENERGY HOLDINGS, INC. |
|
|
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Date: April
24, 2008
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By: |
/s/ BRUCE
K.
NELSON |
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Bruce
K. Nelson, |
|
Chief
Financial Officer
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