GLOBAL CLEAN ENERGY HOLDINGS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021

Commission file number:

000-12627

GLOBAL CLEAN ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		87-0407858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2790 Skypark Drive, Suite 105 Torrance , California		90505
(Address of principal executive offices)		(Zip Code)

		(310) 641-4234
		(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting company	x

		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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes

The number of shares of the issuer’s Common Stock, par value $0.001 per share, outstanding as of November

, 2021 was 40,063,068.

Part I. FINANCIAL INFORMATION

Item1: Condensed Consolidated Financial Information	3

CONDENSED CONSOLIDATED BALANCE SHEETS	3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT	5

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	6

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3. Quantitative and Qualitative Disclosures about Market Risk	37

Item 4. Controls and Procedures	37

Part II. OTHER INFORMATION

Item 1. Legal Proceedings	38

Item 1A. Risk Factors	38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	54

Item 3. Defaults upon Senior Securities	54

Item 4. Mine Safety Disclosures	54

Item 5. Other Information	54

Item 6. Exhibits	55

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Part I. FINANCIAL INFORMATION

Item1: Condensed Consolidated Financial Information

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS	September 30, 2021			December 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$	16,186,669		$	3,370,519
Accounts receivable, net		-			143,823
Restricted cash		2,327,814			12,943,222
Inventories		2,477,248			846,197
Prepaid expenses and other current assets		3,377,884			5,431,552
Total Current Assets		24,369,615			22,735,313

RESTRICTED CASH, net of current portion		25,227,161			22,668,984
DEBT ISSUANCE COSTS, NET		1,508,211			840,211
RIGHT-OF-USE ASSET		520,552			51,611
INTANGIBLE ASSETS, NET		7,197,842			4,180,746
GOODWILL		1,355,077			-
LONG TERM DEPOSITS		627,589			628,382
PROPERTY, PLANT AND EQUIPMENT, NET		275,793,504			138,972,675
ADVANCES TO CONTRACTORS		16,256,472			16,000,000

TOTAL ASSETS	$	352,856,023		$	206,077,922

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	55,956,303		$	22,597,951
Current portion of operating lease obligations		192,946			52,653
Notes payable including current portion of long-term debt, net		17,341,122			4,198,113
Convertible notes payable		1,000,000			1,697,000
Total Current Liabilities		74,490,371			28,545,717

LONG-TERM LIABILITIES
Operating lease obligations, net of current portion		327,978			-
Mandatorily redeemable equity instruments of subsidiary , at fair value (Class B Units)		18,054,857			5,123,000
Long-term debt, net		3,603,106			16,155,138
Senior credit facility, net		275,245,821			146,769,225
Asset retirement obligations, net of current portion		15,773,318			17,762,977
Environmental liabilities, net of current portion		18,728,988			20,455,938
TOTAL LIABILITIES		406,224,438			234,811,995
COMMITMENTS AND CONTINGENCIES (NOTE H)
STOCKHOLDERS' DEFICIT
Preferred stock - $0.001 par value; 50,000,000 shares authorized Series B, convertible; 0 and 13,000 shares issued and outstanding (aggregate liquidation preference of $1,300,000) , at September 30, 2021 and December 31, 2020 respectively		-			13
Common stock, $0.001 par value; 500,000,000 shares authorized; 40,063,068 and 35,850,089 shares issued and outstanding, at September 30,2021 and December 31, 2020 respectively		400,630			358,499
Additional paid-in capital		46,443,820			37,139,854
Accumulated deficit		(100,212,865	)		(66,232,439	)
Total Stockholders' Deficit		(53,368,415	)		(28,734,073	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	352,856,023		$	206,077,922

The accompanying notes are an integral part of these condensed consolidated financial statements

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GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020
Revenue
Seed sales, net	$	(8,307	)	$	-		$	188,409		$	-
Cost of Goods Sold		(1,049	)		-			(137,515	)		-
Gross Profit (Loss)		(9,356	)		-			50,894			-

Operating Expenses
General and administrative		4,591,157			2,895,417			15,589,118			4,959,456
Facilities expense		3,180,394			1,618,013			9,732,562			2,393,296
Depreciation expense		34,825			45,708			88,541			72,739
Amortization expense		298,806			95,024			603,886			251,354
Total Operating Expenses		8,105,182			4,654,162			26,014,107			7,676,845

OPERATING LOSS		(8,114,538	)		(4,654,162	)		(25,963,213	)		(7,676,845	)

OTHER INCOME (EXPENSE)
Interest expense, net		(732,232	)		(773,420	)		(2,157,487	)		(1,712,593	)
Other income		15,393			-			83,759			512,363
Change in fair value of Class B Units		(2,849,573	)		-			(5,943,485	)		-
Change in fair value of derivative and finance charges related to derivative liability		-			-			-			5,476,000
Total Other Income (Expense), net		(3,566,412	)		(773,420	)		(8,017,213	)		4,275,770

NET LOSS	$	(11,680,950	)	$	(5,427,582	)	$	(33,980,426	)		(3,401,075	)
BASIC NET LOSS PER COMMON SHARE		(0.29	)		(0.15	)		(0.89	)		(0.10	)
DILUTED NET LOSS PER COMMON SHARE		(0.29	)		(0.15	)		(0.89	)		(0.10	)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING		40,062,329			35,849,961			38,273,694			35,541,812
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		40,062,329			35,849,961			38,273,694			35,541,812

The accompanying notes are an integral part of these condensed consolidated financial statements

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GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS'

DEFICIT

(Unaudited)

	Preferred Stock Series B Convertible Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Beginning Balance at Dec. 31, 2019		13,000	$	13		34,402,943	$	344,029	$	31,259,365	$	(55,682,264	)	$	(24,078,857	)
Share-based compensation from issuance of options and compensation-based warrants		-		-		-		-		25,614		-			25,614
Exercise of stock options		-		-		817,732		8,177		63,419		-			71,596
Net income		-		-		-		-		-		5,438,024			5,438,024
Ending Balance at Mar. 31, 2020		13,000	$	13		35,220,675	$	352,206	$	31,348,398	$	(50,244,240	)	$	(18,543,623	)
Share-based compensation from issuance of options and compensation-based warrants		-		-		-		-		155,186		-			155,186
Exercise of stock options		-		-		629,286		6,293		12,907		-			19,200
Option grants for investment in subsidiaries		-		-		-		-