Item 9.01 Financial Statements and Exhibits.





(b) Pro forma.

An unaudited pro forma consolidated and combined balance sheet of the Company as of September 30, 2019 and unaudited pro forma consolidated and combined statement of operations of the Company for the nine months ended September 30, 2019 and the year ended December 31, 2018 are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 9.01 by reference. The unaudited pro forma balance sheet as of September 30, 2019 gives effect to the disposition of Vertex OH in connection with the Heartland Share Purchase and the other transactions contemplated thereby and therewith, as discussed above (collectively, the "Joint Venture Disposition"), as if it had occurred on September 30, 2019. The unaudited pro forma statement of operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 give effect to the Joint Venture Disposition as if they had occurred on January 1, 2018. These unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only and do not purport to represent what the Company's actual results of operations or financial position would have been if the Joint Venture Disposition had occurred on the dates indicated, nor are they necessarily indicative of the Company's future operating results or financial position.





(d) Exhibits.



  Exhibit No.     Description

     2.1*+        Share Purchase and Subscription Agreement dated January 17, 2020, by
                  and among HPRM LLC, Vertex Energy Operating LLC, Tensile-Heartland
                  Acquisition Corporation, and solely for the purposes of Section 9.1,
                  Vertex Energy, Inc.
     10.2*        Limited Liability Company Agreement of HPRM LLC dated January 17,
                  2020
     99.1*        Press Release of Vertex Energy, Inc., dated January 22, 2020
     99.2**       Unaudited Pro Forma Condensed Consolidated Financial Information of
                  Vertex Energy, Inc.

* Filed or furnished as exhibits to the Original Report.





** Filed herewith.

+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Vertex Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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