Gevo, Inc. (NASDAQ:GEVNW) Files An 8-K Entry into a Material Definitive Agreement

Gevo, Inc. (NASDAQ:GEVNW) Files An 8-K Entry into a Material Definitive Agreement

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Entry into a Material Definitive Agreement.

On December20, 2016, 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 $1.425million of principal
amount of 2022 Notes for an aggregate of 5,036,641 shares of its
common stock (the Exchange Shares), which represents an effective
exchange price of approximately $0.29 per Exchange Share, a 41%
premium to the closing price of Gevos common stock on December
20, 2016.

Upon completion, these exchanges will reduce the outstanding
principal amount of the 2022 Notes to approximately
$9.575million. The Exchange Shares are being issued in reliance
on the exemption from registration provided by Section3(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 Exhibit10.3 to the Companys Current
Report on Form8-K filed with the Securities and Exchange
Commission on September9, 2016, and is incorporated herein by

Item3.02. Unregistered Sales of Equity Securities.

The information provided in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item3.02.

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