Gevo, Inc. (NASDAQ:GEVO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On December 30, 2020, Gevo, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the At-The-Market Offering Agreement, dated February 13, 2018 (as amended, the “Sales Agreement”), with H.C. Wainwright & Co., LLC (the “Agent”), which provides for the issuance and sale from time to time of the Company’s common stock in an “at-the-market” offering (the “ATM Offering”). The Sales Agreement, among other things, provides for the issuance and sale under the ATM Offering of up to $150 million of shares of the Company’s common stock (the “Shares”) to the prospectus supplement, dated December 30, 2020.
The Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s Registration Statement on Form S-3 (File No. 333-226686), declared effective by the Securities and Exchange Commission (the “Commission”) on August 28, 2018 (the “Registration Statement”), and a prospectus, which consists of a base prospectus filed with the Registration Statement, and a prospectus supplement, dated December 30, 2020. Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. If the Company and the Agent agree on any method of distribution other than sales of shares of the Company’s common stock into the Nasdaq Capital Market or another existing trading market in the United States at market prices, the Company will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.
The Company intends to use the net proceeds from this offering to fund working capital and for other general corporate purposes.
The Sales Agreement contains customary representations, warranties and agreements by the Company, including obligations of the Company to indemnify the Agent for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission of up to 3.0% of the gross proceeds from sales of the Shares.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Company’s common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference. A legal opinion relating to the Shares is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
Gevo, Inc. Exhibit
EX-5.1 2 ex_218733.htm EXHIBIT 5.1 ex_218733.htm Exhibit 5.1 December 30,…
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About Gevo, Inc. (NASDAQ:GEVO)
Gevo, Inc. (Gevo) is a renewable chemicals and next generation biofuels company. The Company has developed a technology that uses a combination of synthetic biology, metabolic engineering, chemistry and chemical engineering to focus primarily on the production of isobutanol, as well as related products from renewable feedstock. It has two operating segments: the Gevo, Inc. segment and the Gevo Development/Agri-Energy segment. Its Gevo, Inc. segment is responsible for research and development activities related to the future production of isobutanol, including the development of its biocatalysts, the production and sale of biojet fuel, its Retrofit process and the next generation of chemicals and biofuels that will be based on its isobutanol technology. Its Gevo Development/Agri-Energy segment is responsible for the operation of its Agri-Energy Facility and the production of ethanol, isobutanol and related products.