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): ~~December 20~~January 21, ~~2024~~2025

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)		(IRS Employer Identification No.)

1331 Gemini Street

Suite 250

Houston, TX

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share		VTNRQ		NONE⁽¹⁾

(1) On September 27, 2024, Vertex Energy, Inc. (the “Company”) received written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined that the Company’s common stock would be delisted from Nasdaq. On October 8, 2024, the Company’s common stock was suspended from trading and began trading on the OTC Pink Market under the symbol “VTNRQ.” On January 10, 2025, Nasdaq announced it would delist the Company’s common stock.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Explanatory~~EXPLANATORY ~~Note~~NOTE

As previously disclosed, ~~in the Current Report~~ on ~~Form 8-K filed by Vertex Energy, Inc. (the “Company”) with the Securities and Exchange Commission on October 1, 2024, on~~ September 24, 2024 ~~(the “Petition Date”)~~, the Company and certain of the Company’s direct and indirect subsidiaries (collectively, the “Debtors”), ~~entered~~filed ~~into~~voluntary apetitions ~~Restructuring~~for ~~Support~~relief ~~Agreement~~ (~~including~~the ~~all of~~“Chapter ~~the~~11 ~~exhibits~~Cases”) ~~and~~under ~~attachments~~title ~~thereto,~~11 of the ~~“Restructuring~~United ~~Support~~States ~~Agreement”)~~Code, ~~with~~11 ~~parties~~U.S.C. ~~that~~§§ ~~hold~~101 ~~100%~~- of1532 (the ~~claims~~ ~~under~~“Bankruptcy ~~the~~Code”) ~~loan~~in ~~and~~the ~~security~~United ~~agreement,~~States ~~dated~~Bankruptcy ~~April~~Court 1,for ~~2022~~the ~~(as~~Southern ~~amended~~District ~~from~~of ~~time~~Texas ~~to time,~~ (the “~~Term~~Bankruptcy ~~Loan~~Court”)~~, by~~. ~~and~~On ~~between~~December ~~Vertex~~20, ~~Refining Alabama LLC~~2024, the ~~Company’s~~Debtors ~~wholly-owned~~filed ~~subsidiary, as borrower,~~ the ~~Company,~~Second asAmended ~~parent~~Joint ~~and~~Chapter ~~guarantor, Cantor~~11 ~~Fitzgerald~~Plan ~~Securities,~~of asVertex ~~agent~~Energy, Inc. and ~~the~~its ~~lenders~~Debtor ~~party~~Affiliates ~~thereto~~[Docket No. ~~Pursuant~~564] to(as ~~the~~may ~~Restructuring~~be ~~Support Agreement~~amended, ~~on the Petition Date~~modified, ~~the~~or ~~Debtors~~supplemented ~~filed~~from ~~voluntary~~time ~~petitions~~to ~~for~~time, ~~relief (~~the “~~Chapter 11 Cases~~Plan”) ~~under~~with ~~title~~the 11Bankruptcy ofCourt. ~~the~~On ~~United~~December ~~States Code~~20, 112024, ~~U.S.C.~~the §§Bankruptcy ~~101~~Court -entered ~~1532 (~~the ~~“Bankruptcy~~Order ~~Code”)~~Confirming ~~and~~the aSecond Amended Joint Chapter 11 ~~plan~~Plan inof ~~the~~Vertex ~~United~~Energy, ~~States~~Inc. ~~Bankruptcy Court~~and ~~for~~Its ~~the~~Debtor ~~Southern~~Affiliates ~~District~~[Docket ofNo. ~~Texas~~578] (confirming the ~~“Bankruptcy Court”)~~Plan. ~~The~~Capitalized ~~Chapter~~terms 11used ~~Cases~~but ~~are~~not ~~being~~specifically ~~jointly~~defined ~~administered under~~herein have the ~~caption~~meanings Inspecified refor ~~Vertex~~such ~~Energy,~~terms ~~Inc.,~~in etthe alPlan.~~, Case No. 24-90507 (CML).~~

Item 17.~~03.~~01 ~~Bankruptcy~~Regulation orFD ~~Receivership~~Disclosure.

On October 31, 2024, November 27, 2024, and December 2023, 2024, the ~~Bankruptcy Court~~Company ~~entered~~filed ~~its~~with ~~Order~~the ~~Confirming~~Bankruptcy Court the ~~Second~~monthly ~~Amended~~operating ~~Joint~~reports ~~Chapter~~for 11the ~~Plan~~periods ofended ~~Vertex~~September ~~Energy~~30, ~~Inc.~~2024, October 31, 2024, and ~~Its~~November ~~Debtor~~30, ~~Affiliates~~2024, respectively (collectively, the “~~Confirmation~~Monthly ~~Order~~Operating Reports”). ~~confirming~~The Monthly Operating Reports relate to the ~~Second~~Debtors ~~Amended~~and ~~Joint~~exclude ~~Chapter~~any 11non-Debtor ~~Plan~~entities. ofThe ~~Vertex~~Monthly ~~Energy~~Operating Reports are attached hereto as Exhibit 99.1, ~~Inc~~Exhibit 99.2, and ~~Its~~Exhibit ~~Debtor Affiliates~~99.3 ~~(the “Plan”)~~respectively. This ~~The~~Current ~~Debtors~~Report ~~expect~~on ~~that~~Form ~~the~~8-K ~~effective~~(including ~~date~~the ofexhibits ~~the~~attached ~~Plan~~hereto) will ~~occur~~not ~~once~~be ~~all~~deemed ofan ~~the~~admission ~~conditions precedent~~as to the ~~Plan~~materiality ~~have~~of ~~been~~any ~~satisfied~~information ~~(the~~required ~~“Effective~~to ~~Date”)~~be disclosed solely by Regulation FD. ~~Capitalized~~The ~~terms~~Monthly ~~used~~Operating ~~but~~Reports ~~not~~and ~~specifically~~other ~~defined herein~~filings ~~have~~with the ~~meanings~~Bankruptcy ~~specified~~Court ~~for~~related ~~such~~to ~~terms~~the inChapter ~~the~~11 ~~Confirmation~~Cases ~~Order~~are oravailable ~~Plan,~~electronically asat ~~applicable~~https://veritaglobal.net/vertex.

~~Summary~~The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of ~~Plan~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

~~The~~Cautionary ~~following~~Note isRegarding ~~a summary of~~ the ~~material~~Monthly ~~terms~~Operating of the Plan as confirmed by the Bankruptcy Court. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Confirmation Order, which includes the Plan as an exhibit. A copy of the Confirmation Order is attached as Exhibit 2.1 to this Current Report ~~on Form 8-K and is incorporated herein by reference.~~

~~Although~~The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. isThe ~~targeting occurrence~~Monthly Operating Reports are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying with the ~~Effective~~monthly ~~Date~~reporting asrequirements ~~soon~~of asthe ~~reasonably~~Bankruptcy ~~practicable~~Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, were not prepared in accordance with generally accepted accounting principles in the ~~Company~~United States, are in a format prescribed by applicable bankruptcy laws or rules, and are subject to future adjustment and reconciliation. There can ~~make~~be no ~~assurances~~assurance asthat, tofrom ~~when~~the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. The Monthly Operating Reports also contain information for periods which are shorter or ~~ultimately~~otherwise ifdifferent from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the ~~Plan~~ ~~will~~Company’s ~~become~~financial ~~effective~~condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

~~The~~Cautionary ~~Plan~~Statement ~~provides~~Concerning ~~that,~~Forward-Looking ~~among other things, on the Effective Date:~~Statements

·This ~~each~~Current ~~Holder~~Report ofon anForm ~~Allowed~~8-K, ~~DIP~~including ~~Claim~~the ~~(which~~exhibits ~~shall~~attached ~~include~~hereto, ~~interest~~contains “forward-looking statements” related to future events. Forward-looking statements contain words such as “expect.” Forward-looking statements are based on management’s current expectations, ~~fees~~beliefs, assumptions, and ~~all~~estimates. ~~other~~These ~~amounts~~statements ~~due~~are subject to significant risks, uncertainties, and ~~owing~~assumptions ~~under~~that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the ~~DIP~~forward-looking ~~Facility)~~statements, ~~except~~including risks and uncertainties regarding the Company’s ability to complete the ~~extent~~previously ~~that~~disclosed restructuring and its ability to continue operating in the ordinary course while certain Chapter 11 Cases are pending, the Company’s ability to successfully complete a ~~Holder~~restructuring under Chapter 11, including: consummation of anthe ~~Allowed~~restructuring; ~~DIP~~potential ~~Claim~~adverse ~~agrees~~effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; the Company’s ability to ~~less~~successfully ~~favorable~~emerge ~~treatment~~from the Chapter 11 Cases in the near future or at all; timing of effectiveness of the Plan; objections to the Company’s recapitalization process or other pleadings filed that could protract the Chapter 11 Cases; employee attrition and the Company’s ability to retain senior management and other key personnel due to distractions and uncertainties; the Company’s ability to comply with financing arrangements; the Company’s ability to maintain relationships with suppliers, customers, employees and inother ~~full~~third parties and ~~final~~regulatory ~~satisfaction~~authorities as a result of the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, ~~compromise~~including holders of the Company’s common stock, ~~settlement~~including pursuant to the Plan, ~~release~~which contemplates the cancellation of all existing equity interests of the Company, including all shares of common stock, the loss of the value of Company securities in the event of the cancellation thereof in connection with the Chapter 11 Cases, the Bankruptcy Court’s rulings in the Chapter 11 Cases, including the approvals of the terms and ~~discharge~~conditions of the restructuring and the outcome of the Chapter 11 Cases generally; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; risks associated with third party motions in ~~exchange~~the ~~for~~Chapter ~~each~~11 ~~Allowed~~Cases, ~~DIP~~which ~~Claim~~may interfere with the Company’s ability to consummate the restructuring or an alternative restructuring; increased administrative and legal costs related to the Chapter 11 process; and other litigation and inherent risks involved in a bankruptcy process. Accordingly, ~~shall~~readers ~~receive~~should not place undue reliance on ~~account~~any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of ~~such~~which ~~Allowed~~are ~~DIP~~outside ~~Claim~~the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Statements,” ~~New~~“Risk ~~Common~~Factors” ~~Stock~~and (“Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on aForm ~~pro~~10-K ~~rata~~and ~~basis~~Form ~~along~~10-Q and subsequent filings with ~~Allowed~~the ~~Term~~Securities ~~Loan~~and ~~Claims);~~Exchange Commission, which are available at www.sec.gov and in the “Investor Relations” - “SEC Filings” section of the Company’s website at www.vertexenergy.com. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

·Item ~~each~~9.01 ~~Holder~~- ofFinancial anStatements ~~Allowed Term Loan Claim (or any designated affiliate, managed fund or account, or other designee) will receive, in full~~ and final satisfaction of such Allowed Term Loan Claim, unless otherwise agreed to by such Holder, its pro rata share (calculated on account of unpaid DIP Claims and Allowed Term Loan Claims) of either (i) the New Common Stock, subject to dilution by both the Management Incentive Plan and the New Common Stock issued pursuant to the Exit Term Loan Facility, or (ii)(a) the New Common Stock, subject to dilution by both the Management Incentive Plan and the New Common Stock issued pursuant to the Exit Term Loan Facility and (b) the New Term Loan Facility, if any;Exhibits

·(d) each Holder of an Allowed General Unsecured Claim at Debtors other than the Company will receive, in full and final satisfaction of such claim, unless otherwise agreed to by such Holder, its pro rata share of the beneficial interests of the GUC Trust, entitling each respective Holder to its pro rata share of the GUC Trust Net Assets;Exhibits:

· each Holder of an Allowed Other General Unsecured Claim at the Company will receive, in full and final satisfaction of such claim, unless otherwise agreed to by such Holder, its pro rata share of the beneficial interests of the GUC Trust, entitling each respective Holder to its pro rata share of the GUC Trust Net Assets, after payment or satisfaction, as applicable, of all Allowed General Unsecured Claims at Debtors other than the Company; and

Exhibit No.	Description
99.1	Vertex Energy, Inc. Consolidated Monthly Operating Report for the period ended September 30, 2024.
99.2	Vertex Energy, Inc. Consolidated Monthly Operating Report for the period ended October 31, 2024.
99.3	Vertex Energy, Inc. Consolidated Monthly Operating Report for the period ended November 30, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

· each Holder of an Allowed 2027 Convertible Notes Claim will receive, in full and final satisfaction of such Allowed 2027 Convertible Notes Claim, unless otherwise agreed to by such Holder, its pro rata share of the GUC Trust, entitling each respective Holder to its pro rata share of the GUC Trust Net Assets, after payment or satisfaction, as applicable, of all Allowed General Unsecured Claims at Debtors other than the Company.SIGNATURES

~~Additional~~Pursuant ~~information~~to ~~regarding~~ the ~~classification~~requirements ~~and treatment~~ of ~~Claims and Interests can be found in Article III of~~ the ~~Plan.~~Securities ~~The~~Exchange ~~Company~~Act ~~cautions that trading in the common stock during the pendency~~ of ~~the Chapter 11 Cases is highly speculative and poses substantial risks. The Company does not currently anticipate that all senior creditors will be paid in full~~1934, ~~and therefore does not expect that equityholders of~~ the ~~Company~~registrant ~~will receive~~has ~~any~~duly ~~distribution~~caused ~~under~~this ~~the~~report ~~Plan.~~to ~~If the Plan becomes effective, the common stock will~~ be ~~canceled,~~signed ~~and~~on ~~therefore~~its ~~trading~~behalf ~~prices for the common stock may bear little or no relationship to the actual recovery, if any,~~ by ~~holders of~~ the ~~common~~undersigned ~~stock~~hereunto induly ~~the Chapter 11 Cases~~authorized.

As of the Effective Date, the Reorganized Debtors do not expect to be subject to reporting requirements promulgated by the SEC.

	VERTEX ENERGY, INC.

Date: January 21, 2025	By:	/s/ James P. Gregory
		James P. Gregory
		Secretary and General Counsel

Treatment of Equity Interests

The Company has no preferred shares issued or outstanding and has 93,514,346 shares of common stock issued and outstanding as of December 26, 2024. On the Effective Date of the Plan, all existing Interests, including shares of common stock, in the Company will be canceled, released, and extinguished and will be of no further force or effect pursuant to the Plan.

The New Common Stock is expected to be issued pursuant to the Plan without registration under the Securities Act of 1933, as amended (the “Securities Act”), or any similar federal, state, or local law in reliance upon section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Securities Act and Regulation D thereunder. The New Common Stock will not be listed on any national securities exchange as of the Effective Date.

Assets and Liabilities

In the Company’s most recent monthly operating reports filed with the Bankruptcy Court on December 23, 2024, the Company reported aggregated total assets of approximately $256.5 million and total liabilities of approximately $419.9 million as of November 30, 2024. This financial information has not been audited or reviewed by the Company’s independent registered public accounting firm and may be subject to future reconciliation or adjustments. This information should not be viewed as indicative of future results.

Cautionary Statements Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

Forward-Looking Statements

This Current Report, including the exhibits attached hereto, contains “forward-looking statements” related to future events. Forward-looking statements contain words such as “expect.” Forward-looking statements are based on management’s current expectations, beliefs, assumptions, and estimates. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties regarding the Company’s ability to complete the previously disclosed restructuring and its ability to continue operating in the ordinary course while certain Chapter 11 Cases are pending, the Company’s ability to successfully complete a restructuring under Chapter 11, including: consummation of the restructuring; potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; the Company’s ability to successfully emerge from the Chapter 11 Cases in the near future or at all; timing of effectiveness of the Plan; objections to the Company’s recapitalization process or other pleadings filed that could protract the Chapter 11 Cases; employee attrition and the Company’s ability to retain senior management and other key personnel due to distractions and uncertainties; the Company’s ability to comply with financing arrangements; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, including holders of the Company’s common stock, including pursuant to the Plan, which contemplates the cancellation of all existing equity interests of the Company, including all shares of common stock, the loss of the value of Company securities in the event of the cancellation thereof in connection with the Chapter 11 Cases, the Bankruptcy Court’s rulings in the Chapter 11 Cases, including the approvals of the terms and conditions of the restructuring and the outcome of the Chapter 11 Cases generally; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate the restructuring or an alternative restructuring; increased administrative and legal costs related to the Chapter 11 process; and other litigation and inherent risks involved in a bankruptcy process. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the Securities and Exchange Commission, which are available at www.sec.gov and in the “Investor Relations” - “SEC Filings” section of the Company’s website at www.vertexenergy.com. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

Item 3.03. Material Modification to the Rights of Security Holders.

The information set forth under the Explanatory Note and Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1#		Confirmation Order of the United States Bankruptcy Court for the Southern District of Texas, dated December 20, 2024
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

# 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.

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: December 27, 2024	By:	/s/ Chris Carlson
		Chris Carlson
		Chief Financial Officer

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