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Registration No. 333-140718
Percentage | ||||||||||||||||
of Common | ||||||||||||||||
Shares of | Shares of | Stock | ||||||||||||||
Common Stock | Shares of | Common Stock | Outstanding | |||||||||||||
Owned | Common Stock | Owned Upon | Upon | |||||||||||||
Before the | Being | Completion of | Completion of | |||||||||||||
Selling Stockholder | Offering | Offered | the Offering | the Offering | ||||||||||||
Nite Capital L.P.1 | 148,148 | 148,148 | * | * | ||||||||||||
Fort Mason Master L.P.2 | 139,126 | 139,126 | * | * | ||||||||||||
Fort Mason Partners L.P.3 | 9,022 | 9,022 | * | * | ||||||||||||
Titus H. Harris III IRA Rollover4 | 60,000 | 60,000 | * | * |
* | Less than 1.0% | |
1 | Includes 148,148 shares of common stock acquired in our January 2007 private offering. Keith A. Goodman, the Manager of the General Partner of Nite Capital LP, has the power to vote and dispose of the shares of common stock being registered on behalf of Nite Capital LP. | |
2 | Includes warrants to acquire 139,126 shares of common stock at an exercise price of $1.85 per share. | |
3 | Includes warrants to acquire 9,022 shares of common stock at an exercise price of $1.85 per share. | |
4 | Includes 30,000 shares of common stock and warrants to acquire an additional 30,000 shares of common stock at an exercise price of $1.85 per share, acquired in our January 2007 private offering. |
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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): August 1, 2007
KREIDO BIOFUELS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-130606 | 20-3240178 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1070 Flynn Road Camarillo, California | 93012 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(805) 389-3499
Not applicable |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Kreido Biofuels, Inc. (the “Company”) entered into a Commercial Lease Agreement effective August 1, 2007 (the “Lease”) with Acaso Partners, LLC (the “Landlord”) pursuant to which the Company is leasing an approximately 21,125 square foot industrial and office building located at 1070 Flynn Road, Camarillo, California (the “Property”). The Company moved its corporate headquarters to the Property on August 24, 2007. The Property also serves as the Company’s manufacturing facility.
The Lease is for a term of five years with an option for the Company to extend the term by an additional five years. The monthly rent for the Property is $14,153 plus between $2,535 and $2,853 per month for real property taxes, property insurance and landscaping maintenance.
The foregoing description is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events
On September 5, 2007, the Company issued a press release announcing that the Company relocated its corporate headquarters within Camarillo, California. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Exhibit
10.1 | Commercial Lease Agreement by and between the Company and Acaso Partners, LLC effective August 1, 2007. |
99.1 | Press release of Kreido Biofuels, Inc. issued September 5, 2007 |
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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
KREIDO BIOFUELS, INC. | ||||
Date: September 11, 2007 | By: | /s/ John Philpott | ||
Name: Its: | John Philpott Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number Exhibit
10.1 | Commercial Lease Agreement by and between the Company and Acaso Partners, LLC effective August 1, 2007. |
99.1 | Press release of Kreido Biofuels, Inc. issued September 5, 2007 |
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STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE — NET
(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
(a) | Base Rent:$14,153.00 for the period August 1, 2007 through August 31, 2007 | ||
(b) | Security Deposit:$14,153.00(“Security Deposit”).(See also Paragraph 5) | ||
(c) | Association Fees: $0.00 for the period | ||
(d) | Other:$2,535.00 for the expenses per paragraph 53 | ||
(e) | Total Due Upon Execution of this Lease: $28,306.00. |
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9. | Damage or Destruction. |
9.1 | Definitions. |
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Executed at: | Executed at: | |||||||
On: | On: | |||||||
ByLESSOR: | ByLESSEE: | |||||||
Acasc Investments, LLC | Kreido Biofuels, Inc. | |||||||
By: Name Printed: | /s/ Peter Wollons | By: Name Printed: | /s/ Joel Balbien | |||||
Title: | Member | Title: | Chief Executive Officer | |||||
By: Name Printed: | /s/ Gary Ferris | By: Name Printed: | /s/ Phil Lichetenberger | |||||
Title: | Member | Title: | Senior V.P. & CFO | |||||
Address: | Address: | |||||||
Telephone: | (805) 389-3700 | Telephone: | (805) 389 3499 | |||||
Facsimile: | (805) 389-3708 | Facsimile: | (805) 384 0989 | |||||
Federal ID No. | Federal ID No. | 20-3240178 | ||||||
BROKER: | BROKER: | |||||||
CB Richard Ellis, Inc. | CB Richard Ellis, Inc. | |||||||
Attn: | Douglas H. Shaw | Attn: | Jim Meaney | |||||
Title: | First Vice President | Title: | First Vice President | |||||
Address: | 771 East Daily Drive, Suite 300 | Address: | 771 East Daily Drive, Suite 300 | |||||
Camarillo, California 93010 | Camarillo, California 93010 | |||||||
Telephone: | (805) 465-1627 | Telephone: | (805) 465-1621 | |||||
Facsimile: | (805 465-1621 | Facsimile: | (805) 465-1665 | |||||
Federal ID No. | Federal ID No. | |||||||
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Dated June 22, 2007 | ||||||
By and Between (Lessor) | Acaso Investments, LLC | |||||
(Lessee) | Kreido Biofuels, Inc. | |||||
Address of Premises: | 1070 Flynn Road | |||||
Camarillo, California |
a. On (Fill in COLA Dates): | ||||||
. All Items | ||||
a. On (Fill in MRV Adjustment Date(s): | ||||||
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On (Fill in FRA Adjustment Date(s)): | The New Base Rent shall be: | |||
August 1, 2008 | $ | 14,577.59 | ||
August 1, 2009 | $ | 15,014.92 | ||
August 1, 2010 | $ | 15,465.37 | ||
August 1, 2011 | $ | 15,929.33 |
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STANDARD LEASE ADDENDUM
Dated | June 22, 2007 | |||||
By and Between (Lessor) | Acaso Investments, LLC | |||||
By and Between (Lessee) | Kreido Biofuels, Inc. | |||||
Address of Premises: | 1070 Flynn Road | |||||
Camarillo, California |
o | 1. | Cost of Living Adjustment(s) (COLA) | ||||||
a. | On (Fill in COLA Dates): | |||||||
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þ | II. | Market Rental Value Adjustment(s) (MRV) | ||||
a. | On (Fill in MRV Adjustment Date(s)) August 1,2012 | |||||
Or (Fill in FRA Adjustment Date(s)): | The New Base Rent shall be: | |
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53. | Notwithstanding any provisions in the Lease to the contrary, Lessee’s payment for Real Property Taxes, property insurance (Section 8.3(a)) and landscape maintenance shall be fixed at the following amounts, which shall be paid concurrently with the payments of Base Rent: |
August 1, 2007 - July 31, 2008 | $2,535.00 per month | |
August 1, 2008 - July 31, 2009 | $2,611.00 per month | |
August 1, 2009 - July 31, 2010 | $2,689.00 per month | |
August 1, 2010 - July 31, 2011 | $2,770.00 per month | |
August 1, 2011 - July 31, 2012 | $2,853.00 per month |
54. Hazardous Materials: | As in any real estate transaction, it is recommended that you consult with a professional such as a civil engineer, industrial hygienist or other person with experience in evaluating the condition of the property, including the possible presence of asbestos, hazardous materials and underground storage tanks. | |
55. ADA: | Please be advised that an owner or tenant of real property may be subject to the Americans With Disabilities Act (the ADA), a Federal law codified at 42 USC Section 12101 et seq. Among other requirements of the ADA that could apply to your property, Title III of the ADA requires owners and tenants of “public accommodations” to remove barriers to access by disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons by January 26, 1992. The regulations under Title III of the ADA are codified at 28 CFR Part 36. We recommend you review the ADA and regulations, as CB Richard Ellis, Inc. cannot give you legal advise on these issues. |
Lessor’s Initial | Lessee’s Initial |
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56. Signage: | Subject to the provisions of Paragraph 7.3 regarding Alterations, Tenant shall have the right to place a sign identifying the Tenant on the Premises. Tenant shall be solely responsible for the cost of all permits, installation, maintenance, repair and electrical usage for said sign. At the end of the Term, Tenant shall be responsible for the sign’s removal and building repair required after the sign’s removal. | |
57. Outside Storage: | No material is to be stored outside the building at any time. The prohibition against outside storage includes, but is not limited to, equipment, materials, inoperative vehicles, campers, trailers, boats, barrels, pallets, and trash (other than in containers provided by commercial trash collectors which are picked up on a regularly scheduled basis). | |
58. Subletting: | If Lessor consents to a subletting, the following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises. | |
To the extent that the base rent due under the sublease exceeds the Base Rent due under the Lease, after deducting Lessee’s reasonable costs associated with such subletting, Lessee and Lessor shall share such increase on an equal basis. Irrespective of the due date of rent under any sublease, Lessee shall not be relieved of its liability to pay Base Rent and other sums on the due dates set forth in the Lease. | ||
59. Lessee Obligation to Pay Rent: | Notwithstanding anything to the contrary contained in the Lease, Lessee’s obligation to pay Rent shall continue until (i) Lessee has removed all of its property from the Premises, (ii) Lessee has made any repairs required under Paragraph 7.1, (iii) Lessee has removed all alterations, improvements, additions and Utility Installations which Lessor requires Lessee to remove pursuant to Paragraph 7.4, and (iv) Lessee has removed any and all Hazardous Substances from the Premises which are Lessee’s responsibility under the Lease. | |
60. Real Property Taxes: | If at any time after the date of this Lease, the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of any Real Property Taxes, there shall be assessed, reassessed or levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net income, capital or franchise levy or otherwise on the rents, issues, profits or income derived therefrom, or (b) a tax, assessment, reassessment, levy (including but not limited to any municipal state or federal levy), imposition or |
Lessor’s Initial | Lessee’s Initial |
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charge measured by or based in whole or in part upon the Premises and imposed upon Lessor, such taxes, assessments, reassessments or levies or the part thereof so measured or based, shall be deemed to be included in the term Real Property Taxes. | ||
61. Waivers: | (a) Lessee hereby waives any rights which it might otherwise have under Section 1932(1) and Sections 1941 and 1942 of the California Civil Code (which relate to the physical conditions of the Premises). | |
(b) Lessee hereby waives any rights which it might otherwise have under Sections 1932(2) and 1933 of the California Civil Code (which relate to damages and destruction). | ||
(c) Lessee hereby waives any rights which it might otherwise have under Section 1265.130 of the California Code of Civil Procedure (which relates to condemnation). |
Executed at: Camarillo, California | Executed at: Camarillo, California | |||||||
on: | June 26, 2007 | on: | June 22, 2007 | |||||
LESSOR: | LESSEE | : | ||||||
Acaso Investments, LLC | Kreido Biofuels, Inc. | |||||||
By: | /s/ Peter Wollons | By: | /s/ Joel Balbien | |||||
Name (Printed) Peter Wollons | Name (Printed): Joel Balbien | |||||||
Title: | Member | Title: | Chief Executive Officer | |||||
By: | /s/ Gary Ferris | By: | /s/ Phil Lichtenberger | |||||
Name (Printed) Gary Ferris | Name (Printed) Phil Lichtenberger | |||||||
Title: | Member | Title: | Senior V.P. & CFO | |||||
Lessor’s Initial | Lessee’s Initial |
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Exhibit 99.1
Kreido Biofuels Relocates to Accommodate STT®Technology Production
Camarillo, Calif., September 5, 2007– Kreido Biofuels, Inc. (OTC BB: KRBF), a renewable energy company, announced today that it has relocated its corporate headquarters within Camarillo, California. The Company’s new corporate headquarters and manufacturing facility are located at 1070 Flynn Road, Camarillo, CA 93012. All other contact information for the company will remain the same.
The larger facility will accommodate Kreido Biofuels’ additional staff and equipment as they expand manufacturing of their proprietary biodiesel process intensification technology. The Company is ramping up the production and commercialization of its STT® System. Kreido Biofuels is currently developing biodiesel plants within the U.S., built around its STT® process intensification technology. These facilities will have an anticipated capacity of 100 million gallons per year by the end of 2008.
About Kreido Biofuels
Kreido Biofuels, Inc. has invested $20 million to provide the world renewable energy through its proprietary process intensification technology — the STT® system. The Company is currently developing biodiesel plants in the U.S. that will have an anticipated aggregate nameplate capacity of 100 million gallons per year. Kreido’s plants are built around its STT® 30G biodiesel production unit, a complete pipe-to-pipe biodiesel production system that significantly improves the efficiency, quality, and process control of biodiesel production. Committed to building a sustainable future, Kreido Biofuels’ plants have a smaller footprint and offer feedstock flexibility. The Company plans to license its biodiesel technology internationally and to third-party biodiesel producers in the U.S. Kreido Biofuels is based in Camarillo, California. STT is a registered USPTO trademark of Kreido Biofuels, all rights reserved. For more information about Kreido Biofuels, visitwww.kreido.com.
# # #
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Investor Relations Contact:
Ina McGuinness
Integrated Corporate Relations
Office: (310) 954-1100
Public Relations Contact:
Denica Gordon
DGPR Consulting
Office: (323) 253-9337
dgprconsulting@aol.com
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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): October 31, 2007
KREIDO BIOFUELS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-130606 | 20-3240178 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1070 Flynn Road Camarillo, California | 93012 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(805) 389-3499
Not applicable |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board Size Increased and New Directors Appointed. On October 31, 2007, the Board, by resolution, expanded the size of the Board from four directors to six directors. The Board also appointed David Nazarian and David Mandel as directors to fill vacancies on the Board.
Mr. Nazarian, age 46, is the founding member and principal of Smart Technology Ventures, the general partner of a series of venture capital funds including Smart Technology Ventures III, L.P. which he organized in 2000. He has nearly 20 years of operational and investment experience in the telecommunications and aerospace industries. Prior to founding Smart Technology Ventures, Mr. Nazarian was a major investor in Omninet, a company that provided two-way messaging services via satellite for mobile users, when it merged with Qualcomm in 1988. Mr. Nazarian serves on the boards of directors for Lucix Corporation, FutureTrade Technologies and Allard Industries. Smart Technology Ventures, through its affiliated venture funds, and certain Nazarian family trusts, own of record 14,723,319 shares of the Company’s common stock (approximately 28% of the Company’s outstanding common stock). Smart Technology Ventures and certain Nazarian family trusts also own warrants to purchase 2,528,418 shares of the Company’s common stock at a strike price of $1.85.
Mr. Mandel, age 41, is an established private venture capital investor, based in Los Angeles, California. Mr. Mandel has pursued venture capital activities on behalf of his family since 1994. Mr. Mandel and his family were seed investors in Broadcom Corp., Innovent Systems (acquired by Broadcom) and Access360 (acquired by IBM), among others. Mr. Mandel has served as an advisor to the Board prior to his appointment as a director of the Company. Mr. Mandel and his family own 3,515,457 shares of the Company’s common stock (approximately 7% of the Company’s outstanding common stock) and warrants to purchase 220,092 shares of the Company’s common stock at a strike price of $1.85.
Mr. Nazarian, through Smart Technology Ventures, and Mr. Mandel, were early investors in Kreido Laboratories, the Company’s wholly-owned subsidiary.
In connection with their appointments as outside directors of the Company, Messrs. Nazarian and Mandel each received a restricted stock grant of 2,500 shares of common stock and options to purchase 25,000 shares of common stock at an exercise price of $0.60 per share pursuant to the terms of the Outside Director Compensation Program.
Outside Director Compensation Program Amended.On October 31, 2007, the Board, pursuant to authority granted in the Company’s Outside Director Compensation Program established the annual fee for the Chairperson of the Board at $60,000, payable quarterly, in addition to receiving the meeting fees and stock and option grants in the original Plan.
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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
KREIDO BIOFUELS, INC. | ||||
Date: November 5, 2007 | By: | /s/ John M. Philpott | ||
Name: Its: | John M. Philpott Chief Financial Officer |
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SECURITIES AND EXCHANGE COMMISSION
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
NEVADA | 20-3240178 | |
(State or Other Jurisdiction of Incorporation Organization) | (I.R.S. Employer Identification No.) |
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(A Development Stage Company)
Condensed Consolidated Balance Sheets
September 30, | December 31, | |||||||
2007 | 2006 | |||||||
(unaudited) | (As Restated - Note 9) | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 10,403,000 | $ | 59,000 | ||||
Other current assets | 63,000 | — | ||||||
Total current assets | 10,466,000 | 59,000 | ||||||
Property and equipment — net | 11,066,000 | 322,000 | ||||||
Patents, less accumulated amortization of $346,000 and $278,000 in 2007 and 2006, respectively | 783,000 | 788,000 | ||||||
Other assets | 454,000 | 21,000 | ||||||
Total assets | $ | 22,769,000 | $ | 1,190,000 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT) | ||||||||
Current liabilities | ||||||||
Current portion of convertible notes payable, net of discount of $1,044,000 in 2006 (Note 8) | $ | — | $ | 5,637,000 | ||||
Current portion of capital leases | 49,000 | 50,000 | ||||||
Accounts payable | 1,297,000 | 346,000 | ||||||
Accrued expenses | 241,000 | 951,000 | ||||||
Total current liabilities | 1,587,000 | 6,984,000 | ||||||
Capital leases, less current portion | 102,000 | 66,000 | ||||||
Total liabilities | 1,689,000 | 7,050,000 | ||||||
Redeemable preferred stock (Note 9) | ||||||||
Series A1 convertible preferred stock, no par value. Authorized 549,474 shares; issued and outstanding were none and 549,474 shares as of September 30, 2007 and December 31, 2006, respectively; liquidation preference $4,945,000 in 2006 | — | 3,628,000 | ||||||
Series B1 convertible preferred stock, no par value. Authorized 13,783,783 shares; issued and outstanding were none and 10,011,355 shares as of September 30, 2007 and December 31, 2006, respectively; liquidation preference $10,011,020 in 2006 | — | 10,011,000 | ||||||
Total redeemable preferred stock | — | 13,639,000 | ||||||
Stockholders’ equity (capital deficit) (Note 8) | ||||||||
Common stock, $0.001 par value in 2007 and no par value in 2006. Authorized 150,000,000 shares; issued and outstanding were 52,517,202 and 720,501 shares as of September 30, 2007 and December 31, 2006, respectively | 52,000 | 103,000 | ||||||
Restricted common stock, $0.001 par value in 2007 and no par value in 2006; issued and outstanding were none and 641,786 shares as of September 30, 2007 and December 31, 2006, respectively | — | 64,000 | ||||||
Additional paid-in capital | 38,807,000 | 3,469,000 | ||||||
Warrant valuation | 8,067,000 | — | ||||||
Deferred compensation | (2,000 | ) | (9,000 | ) | ||||
Deficit accumulated during the development stage | (25,844,000 | ) | (23,126,000 | ) | ||||
Net stockholders’ equity (capital deficit) | 21,080,000 | (19,499,000 | ) | |||||
Total liabilities and stockholders’ equity (capital deficit) | $ | 22,769,000 | $ | 1,190,000 | ||||
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(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months | Three Months | Nine Months | Nine Months | Period from January | ||||||||||||||||
Ended | Ended | Ended | Ended | 13, 1995 (Inception) | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | to September 30, | ||||||||||||||||
2007 | 2006 | 2007 | 2006 | 2007 | ||||||||||||||||
Operating expenses | ||||||||||||||||||||
Research and development | $ | 276,000 | $ | 418,000 | $ | 574,000 | $ | 1,135,000 | $ | 16,410,000 | ||||||||||
General and administrative | 848,000 | 287,000 | 2,736,000 | 561,000 | 7,588,000 | |||||||||||||||
Loss on sale of property and equipment | — | 14,000 | — | 14,000 | 89,000 | |||||||||||||||
Loss from retirement of assets | — | — | — | — | 318,000 | |||||||||||||||
Loss from operations | (1,124,000 | ) | (719,000 | ) | (3,310,000 | ) | (1,710,000 | ) | (24,405,000 | ) | ||||||||||
Other income (expense) | ||||||||||||||||||||
Interest expense | — | (231,000 | ) | — | (653,000 | ) | (3,082,000 | ) | ||||||||||||
Interest income | 172,000 | 2,000 | 593,000 | 2,000 | 657,000 | |||||||||||||||
Other income | — | 77,000 | — | 103,000 | 1,151,000 | |||||||||||||||
Other expenses | — | — | — | — | (154,000 | ) | ||||||||||||||
Total other income (expense) | 172,000 | (152,000 | ) | 593,000 | (548,000 | ) | (1,428,000 | ) | ||||||||||||
Loss before income taxes | (952,000 | ) | (871,000 | ) | (2,717,000 | ) | (2,258,000 | ) | (25,833,000 | ) | ||||||||||
Income tax expenses | — | — | 1,000 | 1,000 | 11,000 | |||||||||||||||
Net loss | $ | (952,000 | ) | $ | (871,000 | ) | $ | (2,718,000 | ) | $ | (2,259,000 | ) | $ | (25,844,000 | ) | |||||
Net loss per share — basic and diluted | $ | (0.02 | ) | $ | (0.64 | ) | $ | (0.05 | ) | $ | (1.66 | ) | $ | (0.49 | ) | |||||
Shares used in computing net loss per share | 52,515,758 | 1,362,287 | 52,513,980 | 1,362,287 | 52,513,980 | |||||||||||||||
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(A Development Stage Company)
Condensed Consolidated Statement of Stockholders’ Equity (Capital Deficit)
(Unaudited)
Deficit | ||||||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||||||
Restricted Common | Additional | During the | Stockholders’ | |||||||||||||||||||||||||||||||||
Common Stock | Stock | Paid-In | Warrant | Deferred | Development | Equity (Capital | ||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Valuation | Compensation | Stage | Deficit) | ||||||||||||||||||||||||||||
Balance,January 1, 2007 — as restated | 720,501 | $ | 103,000 | 641,786 | $ | 64,000 | $ | 3,469,000 | $ | — | $ | (9,000 | ) | $ | (23,126,000 | ) | $ | (19,499,000 | ) | |||||||||||||||||
Conversion of notes, accrued interest payable and related warrants, on a net exercise basis, to common stock at the converted acquisition basis | 10,224,178 | 10,000 | — | — | 6,374,000 | — | — | — | 6,384,000 | |||||||||||||||||||||||||||
Conversion of Series A preferred stock to common stock at the converted acquisition basis | 619,946 | 1,000 | — | — | 3,627,000 | — | — | — | 3,628,000 | |||||||||||||||||||||||||||
Conversion of Series B preferred stock to common stock at the converted acquisition basis | 11,295,341 | 11,000 | — | — | 10,000,000 | — | — | — | 10,011,000 | |||||||||||||||||||||||||||
Conversion of existing Kreido Laboratories common stock to common stock at the converted acquisition basis | 816,504 | 1,000 | (641,786 | ) | (64,000 | ) | 63,000 | — | — | — | — | |||||||||||||||||||||||||
Conversion of consulting warrants, on a net exercise basis to common stock at the converted acquisition basis | 1,587,213 | 2,000 | — | — | (2,000 | ) | — | — | — | — | ||||||||||||||||||||||||||
Common stock issued in connection with the acquisition original Kreido Biofuels common stock | 8,750,000 | (94,000 | ) | — | — | 94,000 | — | — | — | — | ||||||||||||||||||||||||||
Common stock issued in connection with the $25 million January 2007 private placement offering | 18,498,519 | 18,000 | — | — | 14,751,000 | — | — | — | 14,769,000 | |||||||||||||||||||||||||||
Warrants to purchase common stock issued in connection with the $25 million January 2007 private placement offering | — | — | — | — | — | 8,067,000 | — | — | 8,067,000 | |||||||||||||||||||||||||||
Stock award to new board of directors | 5,000 | — | — | — | 2,000 | 2,000 | ||||||||||||||||||||||||||||||
Compensation expense | — | — | — | — | 429,000 | — | 7,000 | — | 436,000 | |||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (2,718,000 | ) | (2,718,000 | ) | |||||||||||||||||||||||||
Balance,September 30, 2007 | 52,517,202 | $ | 52,000 | — | $ | — | $ | 38,807,000 | $ | 8,067,000 | $ | (2,000 | ) | $ | (25,844,000 | ) | $ | 21,080,000 | ||||||||||||||||||
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(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months | Nine Months | Period from January | ||||||||||
Ended | Ended | 13, 1995 (Inception) | ||||||||||
September 30, | September 30, | to September 30, | ||||||||||
2007 | 2006 | 2007 | ||||||||||
Cash flows from operating activities | ||||||||||||
Net Loss | $ | (2,718,000 | ) | $ | (2,259,000 | ) | $ | (25,844,000 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
Depreciation and amortization | 231,000 | 125,000 | 1,600,000 | |||||||||
Loss on sale of assets | — | — | 89,000 | |||||||||
Loss on retirement of assets | — | — | 318,000 | |||||||||
Noncash stock compensation | 436,000 | 31,000 | 1,255,000 | |||||||||
Amortization of convertible debt discount | — | 208,000 | 1,236,000 | |||||||||
Inducement to convert debt discount | — | — | 152,000 | |||||||||
Inducement to convert debt | — | — | 58,000 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Prepaid and other assets | (496,000 | ) | — | (568,000 | ) | |||||||
Accounts payable and accrued expenses | 1,105,000 | (16,000 | ) | 2,455,000 | ||||||||
Accrued interest on notes | — | 438,000 | 507,000 | |||||||||
Net cash used in operating activities | (1,442,000 | ) | (1,473,000 | ) | (18,742,000 | ) | ||||||
Cash flows from investing activities | ||||||||||||
Purchase and construction of property and equipment | (10,754,000 | ) | (56,000 | ) | (11,495,000 | ) | ||||||
Proceeds from sale of assets | — | — | 95,000 | |||||||||
Investments in patent application | (118,000 | ) | (134,000 | ) | (1,437,000 | ) | ||||||
Net cash used in investing activities | (10,872,000 | ) | (190,000 | ) | (12,837,000 | ) | ||||||
Cash flows from financing activities | ||||||||||||
Proceeds from the issuance of Series A convertible preferred stock | — | — | 938,000 | |||||||||
Proceeds from the issuance of Series B convertible preferred stock | — | — | 1,500,000 | |||||||||
Proceeds from the issuance of Series C convertible preferred stock | — | — | 2,424,000 | |||||||||
Proceeds from the issuance of Series B1 preferred stock | — | — | 720,000 | |||||||||
Proceeds from the issuance of common stock warrants | — | — | 217,000 | |||||||||
Proceeds from the issuance of common stock | 22,843,000 | — | 22,843,000 | |||||||||
Proceeds from issuance of long-term debt | — | 750,000 | 14,381,000 | |||||||||
Principal repayment of long-term debt and capital leases | (185,000 | ) | (23,000 | ) | (1,041,000 | ) | ||||||
Net cash provided by financing activities | 22,658,000 | 727,000 | 41,982,000 | |||||||||
Net increase (decrease) in cash and cash equivalents | 10,344,000 | (936,000 | ) | 10,403,000 | ||||||||
Cash and cash equivalents at beginning of period | 59,000 | 1,002,000 | — | |||||||||
Cash and cash equivalents at end of period | $ | 10,403,000 | $ | 66,000 | $ | 10,403,000 | ||||||
Supplemental disclosure of cash flow information | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | $ | 19,000 | $ | 6,000 | $ | 353,000 | ||||||
Income taxes | 1,000 | 1,000 | 11,000 |
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(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months | Nine Months | Period from January | ||||||||||
Ended | Ended | 13, 1995 (Inception) | ||||||||||
September 30, | September 30, | to September 30, | ||||||||||
2007 | 2006 | 2007 | ||||||||||
Supplemental disclosure of noncash investing and financing activities | ||||||||||||
Acquisition of property and equipment through capital leases | $ | 98,000 | $ | 90,000 | $ | 858,000 | ||||||
Additions to property and equipment through settlement of capital lease | — | — | 61,000 | |||||||||
Additions to property and equipment through issuance of common stock | — | — | 100,000 | |||||||||
Conversion of notes payable into Series A preferred stock | — | — | 1,180,000 | |||||||||
Conversion of notes payable into Series C preferred stock | — | — | 5,530,000 | |||||||||
Conversion of accounts payable into Series C preferred stock | — | — | 30,000 | |||||||||
Conversion of accrued interest into Series C preferred stock | — | — | 441,000 | |||||||||
Warrants issued in connection with convertible notes | — | — | 2,007,000 | |||||||||
Conversion of Series A preferred stock into Series A1 preferred stock | — | — | 2,118,000 | |||||||||
Conversion of Series B preferred stock into Series A1 preferred stock | — | — | 1,511,000 | |||||||||
Conversion of Series C preferred stock into Series B1 preferred stock | — | — | 8,414,000 | |||||||||
Conversion of notes payable in to Series B1 preferred stock | — | — | 850,000 | |||||||||
Conversion of accrued interest into Series B1 preferred stock | — | — | 18,000 | |||||||||
Conversion of accrued interest into notes payable | — | — | 72,000 | |||||||||
Conversion of notes payable into common stock | 5,514,000 | — | 5,637,000 | |||||||||
Conversion of accrued interest into notes payable | 863,000 | — | 740,000 | |||||||||
Conversion of Series A preferred stock into Series A1 common stock | 3,628,000 | — | 3,628,000 | |||||||||
Conversion of Series B preferred stock into Series A1 common | 10,011,000 | — | 10,011,000 | |||||||||
Conversion of Kreido Laboratories common stock into common stock | 167,000 | — | 167,000 |
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(A Development Stage Company)
Notes to the Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2007
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Period from | ||||||||
Inception | ||||||||
Nine Months | (January 13, | |||||||
Ended | 1995) through | |||||||
September | September | |||||||
30, 2007 | 30, 2007 | |||||||
Weighted-average shares used to compute basic and diluted net loss per common share: | 52,513,980 | 52,513,980 | ||||||
Securities convertible into shares of common stock not used to compute net loss per share because the effect would be anti-dilutive: | ||||||||
Stock options under the 2006 Equity Incentive Plan | 1,895,400 | 1,895,400 | ||||||
Stock options under the 1997 Stock Compensation Program | 1,164,984 | 1,164,984 | ||||||
Stock associated with warrants arising from private placement of common stock | 18,498,519 | 18,498,519 | ||||||
Other stock associated with warrants | 571,335 | 571,335 | ||||||
22,130,238 | 22,130,238 | |||||||
September 30, 2007 | December 31, 2006 | |||||||
Furniture and fixtures | $ | 104,000 | $ | 43,000 | ||||
Machinery and equipment | 324,000 | 270,000 | ||||||
Capitalized leases | 447,000 | 347,000 | ||||||
Office equipment | 189,000 | 115,000 | ||||||
Leasehold improvements | 289,000 | 47,000 | ||||||
Construction in progress | 10,322,000 | — | ||||||
Total | 11,675,000 | 822,000 | ||||||
Less accumulated depreciation and amortization | (609,000 | ) | (500,000 | ) | ||||
Net book value | $ | 11,066,000 | $ | 322,000 | ||||
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Weighted Average | ||||||||
Number of | Exercise Price | |||||||
Options | Per Share | |||||||
Balance at December 31, 2006 | 1,164,984 | $ | 0.36 | |||||
Granted | 3,100,784 | 1.05 | ||||||
Exercised | — | — | ||||||
Cancelled | (1,205,384 | ) | 1.35 | |||||
Balance at September 30, 2007 | 3,060,384 | $ | 0.79 | |||||
Options Outstanding | Options Exercisable | |||||||||||||||||||
Outstanding at | Weighted-Average | Weighted-Average | Exercisable at | Weighted-Average | ||||||||||||||||
September 30, | Remaining | Exercise Price | September 30, | Exercise Price | ||||||||||||||||
Range of Exercise Prices Per Share | 2007 | Contractual Life | Per Share | 2007 | Per Share | |||||||||||||||
$0.01 - 0.19 | 860,573 | 2.77 | $ | 0.09 | 755,269 | $ | 0.09 | |||||||||||||
$0.20 - 0.89 | 585,312 | 4.33 | 0.64 | 320,312 | 0.69 | |||||||||||||||
$0.90 — 1.85 | 1,561,100 | 9.59 | 1.16 | 622,892 | 1.18 | |||||||||||||||
$1.86 — 2.53 | 53,399 | 0.74 | 2.45 | 53,399 | 2.45 | |||||||||||||||
3,060,384 | $ | 0.79 | 1,751,872 | $ | 0.66 | |||||||||||||||
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As Previously | Increase | |||||||||||
Balance Sheet Data | Reported | (Decrease) | Restated | |||||||||
Total Assets | $ | 1,190,000 | $ | — | $ | 1,190,000 | ||||||
Total Liabilities | 7,050,000 | — | 7,050,000 | |||||||||
Total Redeemable Preferred Stock | — | 13,639,000 | 13,639,000 | |||||||||
Total Stockholder’s Equity (Capital Deficit) | (5,860,000 | ) | (13,639,000 | ) | (19,499,000 | ) |
Total | ||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series C | Series A1 | Series B1 | Redeemable | |||||||||||||||||||||||||||||||||||||||
Convertible Stock | Convertible Stock | Convertible Stock | Convertible Stock | Convertible Stock | Preferred | |||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | ||||||||||||||||||||||||||||||||||
Issuance of Series A preferred stock | 242,561 | $ | 1,480,000 | — | $ | — | — | $ | — | — | $ | — | — | $ | — | $ | 1,480,000 | |||||||||||||||||||||||||||
Balance, December 31, 1999 | 242,561 | 1,480,000 | — | — | — | — | — | — | — | — | 1,480,000 | |||||||||||||||||||||||||||||||||
Conversion of notes to Series A preferred stock | 106,925 | 637,000 | — | — | — | — | — | — | — | — | 637,000 | |||||||||||||||||||||||||||||||||
Retirement of common stock | — | — | 200,000 | 1,500,000 | — | — | — | — | — | — | 1,500,000 | |||||||||||||||||||||||||||||||||
Issuance of Series B preferred stock | — | — | — | 11,000 | — | — | — | — | — | — | 11,000 | |||||||||||||||||||||||||||||||||
Balance, December 31, 2000 | 349,486 | 2,117,000 | 200,000 | 1,511,000 | — | — | — | — | — | — | 3,628,000 | |||||||||||||||||||||||||||||||||
Balance, December 31, 2001 | 349,486 | 2,117,000 | 200,000 | 1,511,000 | — | — | — | — | — | — | 3,628,000 | |||||||||||||||||||||||||||||||||
Issuance of Series C preferred stock | — | — | — | — | 1,995,000 | 1,995,000 | — | — | — | — | 1,995,000 | |||||||||||||||||||||||||||||||||
Conversion of notes, accrued interest and accounts payable to Series C preferred stock | — | — | — | — | 5,255,785 | 5,256,000 | — | — | — | — | 5,256,000 | |||||||||||||||||||||||||||||||||
Balance, December 31, 2002 | 349,486 | 2,117,000 | 200,000 | 1,511,000 | 7,250,785 | 7,251,000 | — | — | — | — | 10,879,000 | |||||||||||||||||||||||||||||||||
Issuance of Series C preferred stock | — | — | — | — | 428,500 | 428,000 | — | — | — | — | 428,000 | |||||||||||||||||||||||||||||||||
Conversion of notes and accrued interest payable to Series C preferred stock | — | — | — | — | 744,510 | 745,000 | — | — | — | — | 745,000 | |||||||||||||||||||||||||||||||||
Buy back of fractional shares | (9 | ) | — | (3 | ) | — | (12 | ) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Balance, December 31, 2003 | 349,477 | 2,117,000 | 199,997 | 1,511,000 | 8,423,783 | 8,424,000 | — | — | — | — | 12,052,000 |
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Total | ||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series C | Series A1 | Series B1 | Redeemable | |||||||||||||||||||||||||||||||||||||||
Convertible Stock | Convertible Stock | Convertible Stock | Convertible Stock | Convertible Stock | Preferred | |||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | ||||||||||||||||||||||||||||||||||
Issuance of Series B1 preferred stock | — | — | — | — | — | — | — | — | 720,000 | 720,000 | 720,000 | |||||||||||||||||||||||||||||||||
Conversion of notes and accrued interest payable to Series B1 preferred stock | — | — | — | — | — | — | — | — | 867,572 | 867,000 | 867,000 | |||||||||||||||||||||||||||||||||
Conversion of Series A preferred stock to Series A1 preferred stock | (349,477 | ) | (2,117,000 | ) | — | — | — | — | 349,477 | 2,117,000 | — | — | — | |||||||||||||||||||||||||||||||
Conversion of Series B preferred stock to Series A1 preferred stock | — | — | (199,997 | ) | (1,511,000 | ) | — | — | 199,997 | 1,511,000 | — | — | — | |||||||||||||||||||||||||||||||
Conversion of Series C preferred stock to Series B1 preferred stock | — | — | — | — | (8,423,783 | ) | (8,424,000 | ) | — | — | 8,423,783 | 8,424,000 | — | |||||||||||||||||||||||||||||||
Balance, December 31, 2004 | — | — | — | — | — | — | 549,474 | 3,628,000 | 10,011,355 | 10,011,000 | 13,639,000 | |||||||||||||||||||||||||||||||||
Balance, December 31, 2005 | — | — | — | — | — | — | 549,474 | 3,628,000 | 10,011,355 | 10,011,000 | 13,639,000 | |||||||||||||||||||||||||||||||||
Balance, December 31, 2006 | — | — | — | — | — | — | 549,474 | 3,628,000 | 10,011,355 | 10,011,000 | 13,639,000 | |||||||||||||||||||||||||||||||||
Conversion of Series A1 preferred stock to common stock | — | — | — | — | — | — | (549,474 | ) | (3,628,000 | ) | — | — | (3,628,000 | ) | ||||||||||||||||||||||||||||||
Conversion of Series B1 preferred stock to common stock | — | — | — | — | — | — | — | — | (10,011,355 | ) | (10,011,000 | ) | (10,011,000 | ) | ||||||||||||||||||||||||||||||
Balance, September 30, 2007 | — | $ | — | — | $ | — | — | $ | — | — | $ | — | — | $ | — | $ | — | |||||||||||||||||||||||||||
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• | place one pilot STT® Reactor in the field, producing ASTM-quality biodiesel, which began operations on a limited basis in October 2007; |
• | hire additional construction project management, manufacturing and production plant operations, and possibly additional personnel in the areas of sales, marketing and business development; |
• | construct at least one of our own biodiesel production plants equipped with STT® Production Units; and |
• | further pursue discussions with parties interested in licensing the STT® Production Units for both domestic and international biodiesel production. |
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• | Sources of cash consisted of private placement net proceeds of $22.9 million and interest income of $593,000 for total sources of cash of $23.5 million. |
• | Uses of cash consisted of purchases of fixed assets and construction of plant and reactors of $10.8 million, general and administrative cost of $2.7 million, repayment of capital leases of $185,000 and investments in patents of $118,000 for a total use of cash of $13.8 million. |
• | The cash balance of $10.4 million results from net sources of $23.5 million less uses of cash of $13.8 million plus an increase in the amounts due to vendors of $241,000 which will be paid in future periods and a $400,000 deposit made as credit security for the Wilmington, North Carolina terminal. |
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• | obtaining all required permits, consents and regulatory approvals from government agencies and other third parties for our anticipated construction and operation of owned biodiesel production plants and related facilities, as well as for the future operation of those facilities; |
• | successfully commercializing the STT® Reactor technology for biodiesel; |
• | arranging reasonably priced insurance to cover operating risks and other adverse outcomes which could impair the business; and |
• | market conditions for fuels that make biodiesel a competitively priced product. |
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• | meet our capital needs; |
• | expand our systems effectively, efficiently or in a timely manner; |
• | allocate our human resources optimally; |
• | identify and hire qualified employees or retain valued employees; or |
• | incorporate effectively the components of any business that we may acquire in our effort to achieve growth. |
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• | adequate rail capacity, including sufficient numbers of dedicated tanker cars; |
• | sufficient storage facilities for feedstock and biodiesel; |
• | increases in truck fleets capable of transporting biodiesel within localized markets; and |
• | expansion of blending facilities and pipelines to handle biodiesel. |
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• | the degree and range of protection any patents will afford us against competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents; |
• | if and when patents will issue; |
• | if our issued patents will be valid or enforceable; |
• | whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; or |
• | whether we will need to initiate litigation or administrative proceedings which may be costly whether we win or lose. |
http://www.biodiesel.org/pdf_files/fuelfactsheets/Production_Capacity.pdf).
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• | actual or anticipated variations in operating results; |
• | the limited number of holders of the common stock, and the limited liquidity available through the OTC Bulletin Board; |
• | changes in financial estimates by securities analysts; |
• | changes in the economic performance and/or market valuations of other energy companies; |
• | the timing and type of financing and related dilution impact on the stockholders; |
• | our announcement of significant acquisitions, strategic partnerships, joint ventures or capital commitments; |
• | additions or departures of key personnel; |
• | sales or other transactions involving our capital stock; |
• | changes in the market for biodiesel fuel commodities or the capital markets generally, or both; |
• | changes in the availability of feedstock on commercially economic terms; |
• | changes in the demand for biodiesel fuel, including changes resulting from the expansion of other alternative fuels; |
• | changes in the social, political and/or legal climate; |
• | announcements of technological innovations or new products available to the biodiesel production industry; and/or |
• | announcements by relevant domestic and foreign government agencies related to incentives for alternative energy development programs. |
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Exhibit No. | Description | Reference | ||
2.1 | Agreement and Plan of Merger and Reorganization, dated as of January 12, 2007, by and among Kreido Biofuels, Inc., a Nevada corporation, Kreido Acquisition Corp., a California corporation and Kreido Laboratories, a California corporation. | Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
3.1 | Amended and Restated Articles of Incorporation of Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.). | Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2006 (File No. 333-130606). | ||
3.3 | Amended and Restated Bylaws of Kreido Biofuels, Inc. | Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 4, 2007 (File No. 333-130606). | ||
4.1 | Form of Investor Warrant of Kreido Biofuels, Inc. | Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
4.2 | Form of Lock-Up Agreement by and between Tompkins Capital Group and each of the officers and directors of Kreido Biofuels, Inc., and certain stockholders of Kreido Laboratories. | Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
5.1 | Opinion of DLA Piper US LLP | Incorporated by reference to Exhibit 5.1 to the Registration Statement on Form SB-2/A filed with the Securities and Exchange Commission on May 4, 2007 (File No. 333-140718). | ||
10.1 | Escrow Agreement, dated as of January 12, 2007, by and between Kreido Biofuels, Inc., Joel A. Balbien and Gottbetter & Partners, LLP. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.2 | Form of Subscription Agreement, dated as of January 12, 2007, by and between Kreido Biofuels, Inc. and the investors in the Offering. | Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.3 | Form of Registration Rights Agreement, dated as of January 12, 2007, by and between Kreido Biofuels, Inc. and the investors in the Offering. | Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.4 | Split-Off Agreement, dated as of January 12, 2007, by and among Kreido Biofuels, Inc., Victor Manuel Savceda, Kreido Laboratories and Gemwood Leaseco, Inc. | Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.5 | Employment Agreement, dated November 1, 2006, by and between Kreido Laboratories and Joel A. Balbien. | Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). |
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Exhibit No. | Description | Reference | ||
10.6 | Form of Indemnity Agreement by and between Kreido Biofuels, Inc. and Outside Directors of Kreido Biofuels, Inc. | Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.7 | 2006 Equity Incentive Plan. | Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.8 | Stock Option Agreement by and between Kreido Biofuels, Inc. and Joel A. Balbien dated as of January 12, 2007. | Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.9 | Form of Incentive Stock Option Agreement by and between Kreido Biofuels, Inc. and participants under the 2006 Equity Incentive Plan. | Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.10 | Form of Non-Qualified Stock Option Agreement by and between Kreido Biofuels, Inc. and participants under the 2006 Equity Incentive Plan. | Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2007 (File No. 333-130606). | ||
10.11 | Employment Agreement, dated March 19, 2007, by and between Kreido Biofuels, Inc. and John M. Philpott. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2007 (File No. 333-130606). | ||
10.12 | Binding Term Sheet by and between Kreido Laboratories and Tompkins Capital Group dated as of September 1, 2006 | Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 4, 2007 (File No. 333-130606). | ||
10.13 | Amendment to Binding Term Sheet by and between Kreido Laboratories and Tompkins Capital Group dated as of October 25, 2006 | Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 4, 2007 (File No. 333-130606). | ||
10.14 | Form of Indemnity Agreement for officers and directors | Incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 4, 2007 (File No. 333-130606). | ||
10.15 | Employment Agreement, dated April 4, 2007, by and between Kreido Biofuels, Inc. and Philip Lichtenberger. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2007 (File No. 333-130606). | ||
10.16 | Employment Agreement, dated April 10, 2007, by and between Kreido Biofuels, Inc. and Alan McGrevy. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2007 (File No. 333-130606). |
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Exhibit No. | Description | Reference | ||
10.17 | Employment Agreement, dated April 28, 2007, by and between Kreido Biofuels, Inc. and Larry Sullivan. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2007 (File No. 333-130606). | ||
10.18 | Purchase Order Agreement, dated May 22, 2007, by and between Kreido Biofuels, Inc. and Certified Technical Services, L.P. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2007 (File No. 333-130606). | ||
10.19 | Amendment No. 1 to Registration Rights Agreement, dated June 12, 2007, by and between Kreido Biofuels, Inc. and certain investors in the Offering. | Incorporated by reference to Exhibit 10.19 to the Amendment No. 3 to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on June 21, 2007 (File No. 333-140718). | ||
10.20 | Separation Agreement and General Release dated July 27, 2007 by and between Kreido Biofuels, Inc. and Joel Balbien. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2007 (File No. 333-130606). | ||
10.21 | Executive Employment Agreement dated July 27, 2007 by and between Kreido Biofuels, Inc. and G. A. Ben Binninger. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2007 (File No. 333-130606). | ||
10.22 | Kreido Biofuels, Inc. Outside Director Compensation Program adopted July 27, 2007. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2007 (File No. 333-130606). | ||
10.23 | Commercial Lease Agreement by and between the Company and Acaso Partners, LLC effective August 1, 2007. | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2007 (File No. 333-130606). | ||
31.1 | Certification of the Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934* | |||
31.2 | Certification of the Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934* | |||
32.1 | Certification of the Chief Executive Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |||
32.2 | Certification of the Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
* | Filed herewith |
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KREIDO BIOFUELS, INC. | ||||
By: | /s/ John M. Philpott | |||
John M. Philpott, Chief Financial Officer | ||||
(Duly Authorized Officer and Principal Executive Officer) | ||||
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Exhibit | ||
No. | Description | |
31.1 | Certification of the Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934* | |
31.2 | Certification of the Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934* | |
32.1 | Certification of the Chief Executive Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
32.2 | Certification of the Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
* | Filed herewith |
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/s/ G.A. Ben Binninger | ||
G.A. Ben Binninger | ||
Chief Executive Officer | ||
(authorized officer of registrant) |
Table of Contents
/s/ John M. Philpott | ||
John M. Philpott | ||
Chief Financial Officer | ||
(principal accounting officer) |
Table of Contents
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
By: | /s/ G.A. Ben Binninger | |||
G.A. Ben Binninger | ||||
Chief Executive Officer | ||||
Table of Contents
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
By: | /s/ John M. Philpott | |||
John M. Philpott | ||||
Chief Financial Officer | ||||