Item 1.01. Entry into a Material Definitive Agreement.

Indenture and Notes

On November 1, 2021, Vertex Energy, Inc. (the "Company", "we", "us" or "Vertex Energy") issued $155.0 million aggregate principal amount at maturity of its 6.25% Convertible Senior Notes due 2027 (the "Notes") pursuant to an Indenture (the "Indenture"), dated November 1, 2021, between the Company and U.S. Bank National Association, as trustee (the "Trustee"), in a private offering (the "Note Offering") to persons reasonably believed to be "qualified institutional buyers" and/or to "accredited investors" in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Private Placement Purchase Agreements (the "Purchase Agreements").

The net proceeds from the offering, after deducting placement agent fees and estimated offering costs and expenses payable by the Company, were approximately $133.9 million. The Company intends to use approximately (1) $33.7 million of the net proceeds from the offering to fund a portion of the funds payable in connection with the Sale and Purchase Agreement, dated May 26, 2021, between Vertex Operating and Equilon Enterprises LLC d/b/a Shell Oil Products US and/or Shell Chemical LP and/or Shell Oil Company ("Seller"), pursuant to which the Company plans to purchase the Seller's Mobile, Alabama refinery, certain real property associated therewith, and related assets, including all inventory at the refinery as of closing and certain equipment, rolling stock, and other personal property associated with the Mobile refinery (collectively, the "Mobile Refinery"), (2) $13.0 million of the net proceeds from the offering for engineering services and for the initial payments of purchase orders for long lead-time equipment associated a capital project designed to modify the Mobile Refinery's hydrocracking unit to produce renewable diesel in advance of the purchase, (3) $10.9 million of the net proceeds from the offering to repay amounts owed by the Company under its credit facilities with Encina Business Credit, LLC and certain of its affiliates, and (4) $0.4 million of the net proceeds to repay certain secured equipment leases with certain affiliates of Wells Fargo Bank, National Association. The Company intends to use the remainder of the net proceeds for working capital and other general corporate purposes, which may include debt retirement and organic and inorganic growth initiatives, provided that the Company has no current specific plans for such uses.

Key terms of the Notes are as follows:

• Issue price - 90% of the face amount of each Note.

• Interest rate of 6.25% - The Notes will bear interest at a rate of


           6.25% per year, payable semiannually in arrears on April 1 and October
           1 of each year, beginning on April 1, 2022.

• Conversion price of approximately $5.89 - The Notes will be convertible


           at an initial conversion rate of 169.9235 shares of Vertex Energy's
           common stock, per $1,000 principal amount of Notes (equivalent to an
           initial conversion price of approximately $5.89 per share, which
           represents a conversion premium of approximately 37.5% to the last
           reported sale price of $4.28 per share of Vertex Energy's common stock
           on The Nasdaq Capital Market on October 26, 2021).

• Maturity date -The Notes will mature on October 1, 2027, unless earlier


           repurchased, redeemed or converted.

• Conversion - Prior to July 1, 2027, the Notes will be convertible at


           the option of the holders of the Notes only upon the satisfaction of
           certain conditions and during certain periods, and thereafter, at any
           time until the close of business on the second scheduled trading day
           immediately preceding the maturity date.

• Cash settlement of principal amount in connection with conversions -


           Upon conversion, the Company will pay or deliver, as the case may be,
           cash, shares of its common stock or a combination of cash and shares of
           its common stock, at its election, provided that until such time as the
           Company's stockholders have approved the issuance of more than 19.99%
           of our common stock issuable upon conversion of the Notes in accordance
           with the rules of The Nasdaq Capital Market, the Company is required to
           elect "cash settlement" for all conversions of the Notes.

• Limited investor put rights - Holders of the Notes will have the right


           to require the Company to repurchase for cash all or part of their
           Notes at a repurchase price equal to 100% of the accreted principal
           amount of the Notes to be repurchased, plus accrued and unpaid interest
           to, but excluding the repurchase date, upon the occurrence of certain
           change of control transactions or liquidation, dissolution or common
           stock delisting events (collectively, a "fundamental change"), subject
           to certain conditions.

• Optional Redemption - Prior to October 6, 2024, the Notes will not be


           redeemable at the Company's option. On a redemption date occurring on
           or after October 6, 2024 and on or before the 30 scheduled trading day
           before the maturity date, the Company may redeem for cash all or part
           of the Notes (subject to certain restrictions), at its option, if the
           last reported sale price of our the Company's common stock has been at
           least 130% of the conversion price then in effect for at least 20
           trading days (whether or not consecutive), including the trading day
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Company offered and sold the Notes to persons reasonably believed to be qualified institutional buyers and/or accredited investors pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the purchasers in the Purchase Agreement, pursuant to which the Company sold the Notes to such purchasers. The shares of the common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the common stock.

Initially, a maximum of 36,214,960 shares of common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 233.6449 shares of the Company's common stock per $1,000 principal amount of Notes, which is subject to customary and other adjustments described in the Indenture.




Item 8.01 Other Events.

On October 27, 2021, the Company issued a press release announcing that it had priced the offering of the Notes described in Item 1.01, above. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits




Exhibit
Number                                   Description

  4.1      Indenture, dated as of November 1, 2021, by and between Vertex Energy,
           Inc. and U.S. Bank National Association, as Trustee
  4.2      Form of Global Note, representing Vertex Energy, Inc.'s 6.25%
           Convertible Senior Notes due 2027 (included as Exhibit A to the
           Indenture filed as Exhibit 4.1)
  99.1     Press release of Vertex Energy, Inc. dated October 27, 2021
104        Cover Page Interactive Data File (formatted as Inline XBRL).

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