Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2021, Vertex Energy, Inc. (the "Company", "we" and "us"), entered
into a Series B Preferred Stock Exchange Agreement (the "Exchange Agreement")
with Carrhae & Co FBO Wasatch Micro Cap Value Fund (the "Holder"). Pursuant to
the Exchange Agreement, the Holder agreed to exchange 708,547 shares of the
Series B Preferred Stock of the Company which it held (the "Series B Shares"),
which had an aggregate liquidation preference of $2,196,496 ($3.10 per share),
for 1,098,248 shares of the Company's common stock (based on an exchange ratio
of one share of common stock for each $2.00 of liquidation preference of Series
B Preferred Stock exchanged).
The Series B Shares are in the process of being returned to the Company and
cancelled in consideration for the issuance of the 1,098,248 shares of common
stock (which will be issued upon the return and cancellation of the Series B
Shares). The Exchange Agreement included customary representations and
warranties of the parties.
The foregoing summary description of the Exchange Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Exchange Agreement, which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference into this Item 1.01 in its
entirety.
Item 3.02 Unregistered Sales of Equity Securities.
As described above in Item 1.01, which information is incorporated by reference
into this Item 3.02 by reference in its entirety, on March 1, 2021, the Company
entered into the Exchange Agreement with the Holder, pursuant to which the
Holder exchanged 708,547 shares of the Series B Preferred Stock of the Company
for 1,098,248 shares of the Company's common stock. We plan to claim an
exemption from registration provided by Section 3(a)(9) of the Securities Act of
1933, as amended (the "Securities Act"), for such issuance, as the securities
were exchanged by us with our existing security holder in a transaction where no
commission or other remuneration was paid or given directly or indirectly for
soliciting such exchange.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1# Series B Preferred Stock Exchange Agreement dated March 1, 2021, by and
between Vertex Energy, Inc. and Carrhae & Co FBO Wasatch Micro Cap Value
Fund
# Certain schedules, annexes and similar attachments have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit
will be furnished supplementally to the Securities and Exchange Commission upon
request; provided, however that Vertex Energy, Inc. may request confidential
treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, for any schedule or exhibit so furnished.
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VERTEX ENERGY, INC. 
