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

Item1.01. Entry into a Material Definitive Agreement.

As previously announced, on February17, 2017, Gevo, Inc. (the
Company) issued and sold (i)5,680,000 SeriesG units, each SeriesG
unit consisting of one share of the Companys common stock, one
SeriesK warrant to purchase one share of the Companys common
stock (each, a SeriesK Warrant) and one SeriesM warrant to
purchase one share of the Companys common stock (each, a SeriesM
Warrant), and (ii)570,000 SeriesH units, each SeriesH unit
consisting of a pre-funded SeriesL warrant to purchase one share
of the Companys common stock (each, a SeriesL Warrant and,
together with the SeriesK Warrants and the SeriesM Warrants, the
Warrants), one SeriesK Warrant and one SeriesM Warrant, in an
underwritten public offering (the Offering) to an effective
Registration Statement on FormS-3 (Registration No.333-211370).
The Warrants were issued on February17, 2017 in connection with
the closing of the Offering.

The SeriesK Warrants have an exercise price of $2.35 pershare and
are exercisable during the period commencing on the date of
issuance and ending on February17, 2022.

The SeriesL Warrants have an exercise price of $1.90 pershare,
which was pre-paid, except for a nominal exercise price of $0.01
pershare, upon issuance of the SeriesL Warrants and,
consequently, no additional payment or other consideration (other
than the nominal exercise price of $0.01 pershare) will be
required to be delivered to the Company by the holder upon
exercise. The SeriesL Warrants are exercisable during the period
commencing on the date of issuance and ending on February17,
2018.

The SeriesM Warrants have an exercise price of $2.35 pershare and
are exercisable during the period commencing on the date of
issuance and ending on November17, 2017.

The Warrants are generally only exercisable on a cash basis.
However, the Warrants may be exercisable on a cashless basis, if
and only if, a registration statement relating to the issuance of
the shares underlying the Warrants is not then effective or
available. The Warrants may be exercised by delivering to the
Company an exercise notice, appropriately completed, duly signed
and delivered, together with cash payment of the exercise price,
if applicable. No fractional shares will be issued upon exercise
of the Warrants.

The exercise price and the number and type of securities
purchasable upon exercise of the Warrants are subject to
adjustment upon certain corporate events, including certain
combinations, consolidations, liquidations, mergers,
recapitalizations, reclassifications, reorganizations, stock
dividends and stock splits, a sale of all or substantially all of
the Companys assets and certain other events. The SeriesK
Warrants contain full ratchet anti-dilution protection upon the
issuance of any common stock, securities convertible into common
stock or certain other issuances at a price below the
then-existing exercise price of the SeriesK Warrants, with
certain exceptions. In addition, the Company has the right at any
time during the term of the SeriesK Warrants or the SeriesM
Warrants to reduce the then-existing exercise price of all or any
portion of any SeriesK Warrants or any SeriesM Warrants to any
amount and for any period of time deemed appropriate by the
Companys board of directors.

In the event of a fundamental transaction, as described in the
Warrants, and generally including any merger with or into another
entity, sale of all or substantially all of the Companys assets,
tender offer or exchange offer, or reclassification of the
Companys common stock, then each warrant holder of Warrants shall
become entitled to receive the same amount and kind of
securities, cash or property as such holder would have been
entitled to receive upon the occurrence of such fundamental
transaction if the holder had been, immediately prior to such
fundamental transaction, the holder of the number of shares of
common stock then issuable upon exercise of such holders
Warrants. Additionally, following any fundamental transaction
that is also a change of control, as described in the Warrants,
then if elected by the warrant holder via written notice
delivered to us within 30days following such change of control,
the Company must acquire (or cause the successor entity to
acquire) all of the electing holders warrants outstanding as of
the effective date of such change of control by paying to such
holder, at the Companys option, either common stock (or
qualifying securities of the successor entity) or cash, in each
case in an amount equal to the Black-Scholes valuation of the
unexercised portion of such holders warrants that remained as of
the effective date of such change of control.

The foregoing description of the Warrants does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to, the full text of the Warrants, forms of which are
attached hereto as Exhibits4.1, 4.2 and 4.3 to this Current
Report on Form8-K, and are incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits.

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 down -0.17 at 1.06 with 1,563,714 shares trading hands.