Form 8-K





Washington, D.C. 20549







Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2017



Gevo, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-35073   87-0747704
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)     Identification No.)


345 Inverness Drive South, Building C, Suite 301

Englewood, CO 80112

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (303) 858-8358


(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:


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 January 9, 2017, Gevo, Inc. (the “Company”) entered into private exchange agreements (the “Exchange Agreement”) with certain holders of its 7.5% convertible senior notes due 2022 (the “2022 Notes”), to exchange an aggregate of $3.125 million of principal amount of 2022 Notes for an aggregate of 731,732 shares of its common stock (the “Exchange Shares”), which represents an effective exchange price of approximately $4.28 per Exchange Share, a 5% premium to the closing price of Gevo’s common stock on January 9, 2017.

Upon completion, these exchanges will reduce the outstanding principal amount of the 2022 Notes to approximately $6.45 million. The Exchange Shares are being issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange. The Company may enter into additional equity exchanges with holders of 2022 Notes at similar or differing exchange rates in the future.

The foregoing description of the Exchange Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the form of Exchange Agreement which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2016, and is incorporated herein by reference.


Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.


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.




Dated: January 10, 2017     By:  

/s/ Geoffrey T. Williams, Jr.


Geoffrey T. Williams, Jr.


General Counsel and Secretary