Gevo, Inc. (NASDAQ:GEVO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On February14, 2017, Gevo, Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with
Oppenheimer Co. Inc., as representative of the underwriters named
therein (the Underwriters), relating to the sale and issuance by
the Company of units to the Underwriters in an underwritten
public offering (the Offering). Subject to the terms and
conditions contained in the Underwriting Agreement, the
Underwriters have agreed to purchase, and the Company has agreed
to sell, 5,680,000 Series G Units at the public offering price of
$1.90 per Series G Unit, less an underwriting discount of $0.116
per Series G Unit, resulting in a net purchase price to the
Company of $1.784 per Series G Unit, and 570,000 Series H Units
at the public offering price of $1.89 per Series H Unit, less an
underwriting discount of $0.116 per Series H Unit, resulting in a
net purchase price to the Company of $1.774 per Series H Unit.
Each Series G Unit consists of one share of the Companys common
stock, one Series K warrant to purchase one share of the Companys
commons stock (each, a Series K Warrant), and one Series M
warrant to purchase one share of the Companys common stock (each,
a Series M Warrant). Each Series H Unit consists of a pre-funded
Series L warrant to purchase one share of the Companys common
stock (each, a Series L Warrant and, together with the Series K
Warrants and the Series M Warrants, the Warrants), one Series K
Warrant and one Series M Warrant. The Series K Warrants will be
exercisable beginning on the date of original issuance and ending
on February17, 2022 at an exercise price of $2.35 per share. The
pre-funded Series L Warrants will be exercisable beginning on the
date of issuance and ending on February17, 2018 at an exercise
price of $1.90 per share. The exercise price of $1.90 per share,
except for a nominal exercise price of $0.0l per share, will be
pre-paid to us
upon issuance of the pre-funded Series L Warrants and,
consequently, no additional payment or other consideration (other
than the nominal exercise price of $0.01 per share) will be
required to be delivered to us by the holder upon exercise.The
Series M Warrants will be exercisable beginning on the date of
original issuance and ending on November17, 2017 at an exercise
price of $2.35 per share. The gross proceeds to the Company from
the Offering are expected to be approximately $11.9million, not
including any future proceeds from the exercise of the
Warrants.
The Underwriting
Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The securities are being issued to an effective shelf
registration statement on FormS-3 that the Company filed with the
Securities and Exchange Commission (the SEC) on May13, 2016, as
amended on July1, 2016 (File No.333-211370).A prospectus
supplement relating to the Offering has been filed with the
SEC.The closing of the Offering is expected to occur on or about
February17, 2017.
The foregoing description of
the Underwriting 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 document which is attached hereto as Exhibit1.1
to this Current Report on Form8-K, and is incorporated herein by
reference.
The legal opinion of Perkins
Coie LLP relating to the issuance and sale of the securities in
the Offering is attached as Exhibit5.1 to this Current Report on
Form8-K.
Tenth Supplemental
Indenture
On February 13, 2017, the
Company and its subsidiaries, as guarantors, entered into a Tenth
Supplemental Indenture (the Tenth Supplemental Indenture) with
Wilmington Savings Fund Society, FSB, as trustee (the Trustee)
and collateral trustee (the Collateral Trustee) and WB Gevo,
Ltd., as Requisite Holder, relating to the Companys 10%
convertible senior secured notes due 2017 (the 2017 Notes). The
Tenth Supplemental Indenture amends that certain Indenture, by
and among the Company, and its subsidiaries, as guarantors, the
Trustee, and the Collateral Trustee, dated as of June6, 2014, to,
among other things, (i)extend the maturity date of the 2017 Notes
from March15, 2017 to June23, 2017, (ii) increase the interest
rate on the 2017 Notes by two percent (2%) to twelve percent
(12%) per annum, (iii)agree to pay down $8.0million of principal
on the 2017 Notes in the amount of $2.0million on each of
March13, 2017, April13, 2017, May12, 2017 and June13, 2017, with
an option for the Company to prepay all $8.0million at any time
in its sole discretion, (iv)permit the offering and issuance of
the
Warrants and the incurrence of
indebtedness by the Company under the Warrants, and (v)permit
certain cash payments by the Company to the holders of warrants
issued by the Company from time to time. In addition, to the
Tenth Supplemental Indenture, the Company agreed to apply at
least fifteen percent (15%) of the net proceeds from the Offering
to paying down the outstanding principal on the 2017
Notes.
The foregoing description of
the Tenth Supplemental Indenture does not purport to be complete
and is subject to, and is qualified in its entirety by reference
to, the full text of the document which is attached hereto as
Exhibit4.1 to this Current Report on Form8-K, and is incorporated
herein by reference.
Item2.02. Results of
Operations and Financial Condition.
On February13, 2017, the
Company announced that it had cash and cash equivalents of
$27.9million at December31, 2016. This amount is unaudited and
preliminary, and does not present all information necessary for
an understanding of the Companys financial condition as of
December31, 2016. The review of the Companys financial statements
for the year ended December31, 2016 is ongoing and could result
in changes to this amount. A copy of the press release announcing
the Companys cash and cash equivalents at December 31, 2016 is
attached as Exhibit 99.1 to this Current Report on Form
8-K.
Item9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated February14, 2017, by and between Gevo, Inc. and Oppenheimer Co. Inc. |
|
| 4.1 |
Tenth Supplemental Indenture, dated February13, 2017, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder. |
|
| 5.1 | Opinion of Perkins Coie LLP. | |
| 23.1 | Consent of Perkins Coie LLP (included in Exhibit5.1). | |
| 99.1 | Press Release dated February 13, 2017. |
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. Gevo, Inc. (NASDAQ:GEVO) Recent Trading Information
Gevo, Inc. (NASDAQ:GEVO) closed its last trading session up +0.02 at 1.38 with 1,890,992 shares trading hands.
