8-K

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: April 15, 2014

Date of Earliest Event Reported: April 14, 2014

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-11476	94-3439569
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1331 Gemini Street

Suite 250

Houston, Texas 77058

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (866) 660-8156

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. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 14, 2014, Vertex Energy, Inc. (the “Company”, “Vertex”, “we” or “us”) entered into a First Amendment (the “First Amendment”) to that certain Asset Purchase Agreement entered into on March 17, 2014 (the “Asset Purchase Agreement”) by and among the Company, Vertex Refining LA, LLC and Vertex Refining NV, LLC, both wholly-owned subsidiaries of the Company, Omega Refining, LLC,  Bango Refining NV, LLC and Omega Holdings Company LLC, as previously reported in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 19, 2014.

Pursuant to the First Amendment, the parties to the Asset Purchase Agreement extended the required closing date of the transactions contemplated by the initial closing of the Asset Purchase Agreement from April 15, 2014 to April 30, 2014.

The closings contemplated by the Asset Purchase Agreement are subject to the satisfaction of certain customary closing conditions, including, but not limited to Vertex raising the funds required to complete the acquisition, which may not be available on favorable terms, if at all.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
2.1(1)	Asset Purchase Agreement by and among Vertex Energy, Inc., Vertex Refining LA, LLC, Vertex Refining NV, LLC, Omega Refining, LLC, Bango Refining NV, LLC and Omega Holdings Company LLC (March 17, 2014)
2.2*	First Amendment to Asset Purchase Agreement by and among Vertex Energy, Inc., Vertex Refining LA, LLC, Vertex Refining NV, LLC, Omega Refining, LLC, Bango Refining NV, LLC and Omega Holdings Company LLC (April 14, 2014)

(1) Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 19, 2014, and incorporated herein by reference.

* Filed herewith.

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.

	VERTEX ENERGY, INC.
Date: April 15, 2014	By: /s/ Chris Carlson
	Chris Carlson
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1(1)	Asset Purchase Agreement by and among Vertex Energy, Inc., Vertex Refining LA, LLC, Vertex Refining NV, LLC, Omega Refining, LLC, Bango Refining NV, LLC and Omega Holdings Company LLC (March 17, 2014)
2.2*	First Amendment to Asset Purchase Agreement by and among Vertex Energy, Inc., Vertex Refining LA, LLC, Vertex Refining NV, LLC, Omega Refining, LLC, Bango Refining NV, LLC and Omega Holdings Company LLC (April 14, 2014)

(1) Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 19, 2014, and incorporated herein by reference.

* Filed herewith.

EX-2.2

EXHIBIT 2.2

FIRST AMENDMENT TO

ASSET PURCHASE AGREEMENT

This FIRST AMENDMENT ("Amendment") to the Asset Purchase Agreement (the "Purchase Agreement") made and entered into effective as of March 17, 2014 by and between VERTEX ENERGY, INC., a Nevada corporation ("Vertex"), VERTEX REFINING LA, LLC, a Louisiana limited liability company and an indirectly owned subsidiary of Vertex ("Louisiana Buyer"), VERTEX REFINING NV, LLC, a Nevada limited liability company and an indirectly owned subsidiary of Vertex ("Bango Buyer;" and along with Louisiana Buyer, individually a "Buyer" and collectively, the "Buyers"), OMEGA REFINING, LLC, a Delaware limited liability company ("Omega"), BANGO REFINING NV, LLC, a Delaware limited liability company ("Bango Refining;" and along with Omega, each a "Seller" and collectively, the "Sellers"), and OMEGA HOLDINGS COMPANY LLC, a Delaware limited liability company (the "Equity Owner"), is entered into effective as of April 14, 2014 by each of the foregoing parties to the Purchase Agreement. Capitalized terms not otherwise defined in this First Amendment will have the meanings given to them in the Purchase Agreement.

In consideration of the mutual promises set forth in the Purchase Agreement and below, the undersigned agree to amend the provisions of the Purchase Agreement as follows:

1.           Effective Time.  Section 10.01(b) of the Purchase Agreement is hereby amended to read in its entirety as follows:

"by either Vertex and Buyers, on the one hand, or Sellers and the Equity Owner, on the other hand, if the Initial Closing shall have not been consummated by April 30, 2014, or such other date as the Parties shall agree upon in writing; provided, however, that Buyers and Vertex may not terminate this Agreement pursuant to this Section 10.01(b) if Buyers or Vertex are in material breach of this Agreement and such breach is intentional and the principal cause for the failure of the Initial Closing to not have occurred by such date, and Sellers and the Equity Owner may not terminate this Agreement pursuant to this Section 10.01(b) if any of Sellers and the Equity Owner is in material breach of this Agreement and such breach is intentional and the principal cause for the failure of the Initial Closing to not have occurred by such date;"

2.           No Other Changes.  All other terms, conditions, covenants, obligations and agreements in the Purchase Agreement shall remain in full force and effect and without any change due to this First Amendment. Except as specifically set forth herein, the Purchase Agreement shall remain in full force and effect in accordance with its terms.  To the extent this First Amendment is inconsistent with the Purchase Agreement, this First Amendment shall govern and control.

[Remainder of page intentionally left blank; signature pages follow]

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to the Asset Purchase Agreement to be executed effective as of the day, month and year first above written.

SELLERS:   OMEGA REFINING, LLC   By: /s/ Richard A. Silverberg        Richard A. Silverberg, Manager   BANGO REFINING NV, LLC   By: /s/ James P. Gregory        James P. Gregory, Manager   EQUITY OWNER:   OMEGA HOLDINGS COMPANY LLC   By: /s/ Richard A. Silverberg        Richard A. Silverberg, Manager    

BUYERS:

VERTEX REFINING LA, LLC   By: /s/ Benjamin P. Cowart        Benjamin P. Cowart, President and        Chief Executive Officer   VERTEX:   VERTEX ENERGY, INC.   By: /s/ Benjamin P. Cowart        Benjamin P. Cowart, President and        Chief Executive Officer   VERTEX REFINING NV, LLC   By: /s/ Benjamin P. Cowart        Benjamin P. Cowart, President and        Chief Executive Officer    

[Signature Page to First Amendment to Asset Purchase Agreement]