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

Item1.01.

Exchange and Purchase Agreement

On April19, 2017, Gevo, Inc. (the Company) entered into an
Exchange and Purchase Agreement (the Exchange and Purchase
Agreement) with the holders of the Companys 10.0% Convertible
Senior Secured Notes due 2017 (the 2017 Notes) listed on schedule
I thereto (the Holders), which were issued under that certain
Indenture dated as of June6, 2014, by and among the Company,
Wilmington Savings Fund Society, FSB, as trustee and as
collateral trustee, and the Company and its subsidiaries, as
supplemented (the Existing Indenture), and Whitebox Advisors LLC,
in its capacity as representative of the Holders (Whitebox). to
the terms of the Exchange and Purchase Agreement, the Holders,
subject to certain conditions, agree to exchange all of the
outstanding principal amount of the 2017 Notes for an equal
principal amount of the Companys newly created 12% Convertible
Senior Secured Notes due 2020 (the 2020 Notes), plus an amount in
cash equal to the accrued and unpaid interest (other than
interest paid in kind) on the 2017 Notes. to the Exchange and
Purchase Agreement, the Company also grants the Holders an option
(the Purchase Option) to purchase up to an additional aggregate
principal amount of $5.0million of 2020 Notes (the Option Notes),
at a purchase price equal to the aggregate principal amount of
such Option Notes purchased, having identical terms (other than
with respect to the issue date and restrictions on transfer
relating to compliance with applicable securities law) to the
2020 Notes issued, at any time on or within ninety (90)days of
the closing of the exchange contemplated by the Exchange and
Purchase Agreement.

The terms of the 2020 Notes will be set forth in an indenture to
be entered into prior to the initial issuance of 2020 Notes by
and among the Company, certain subsidiary guarantors, and
Wilmington Savings Fund Society, FSB, as trustee (the 2020 Notes
Indenture). The 2020 Notes will mature on March15, 2020. The 2020
Notes Indenture will contain affirmative covenants, negative
covenants and events of default that are generally consistent
with the terms of the Existing Indenture. The 2020 Notes will be
secured by a first priority lien on substantially all of the
Companys assets and will bear interest at a rate equal to 12% per
annum (with 2% payable as PIK Interest (as defined and described
below)). Under certain circumstances, the Company will have the
option to pay a portion of the interest due on the 2020 Notes by
either (a)increasing the principal amount of the 2020 Notes by
the amount of interest then due or (b)issuing additional 2020
Notes with a principal amount equal to the amount of interest
then due (interest paid in the manner set forth in (a)or (b)
being referred to as PIK Interest). In the event the Company pays
any portion of the interest due on the 2020 Notes as PIK
Interest, the maximum aggregate principal amount of 2020 Notes
that could be convertible into shares of the Companys common
stock will be increased. Additional shares of the Companys common
stock may also become issuable to the 2020 Notes in the event the
Company is required to make certain make-whole payments as
provided in the 2020 Notes Indenture. The 2020 Notes will have an
initial conversion price (the Conversion Price) equal to the
lessor of (i) $1.1960 per share, or 0.8361 shares of common stock
per $1.00 principal amount of the 2020 Notes, or (ii)the closing
price of the Companys common stock on the date of the closing of
the Exchange and Purchase Agreement (the Exchange Date) plus 15%.
In addition, upon certain equity financing transactions by the
Company, the Holders will have a one-time right to reset the
Conversion Price (the Reset Provision) (i) in the first ninety
(90)days following the Exchange Date, at a 25% premium to the
common stock price in the equity financing and (ii)after ninety
(90)and to and including one hundred eighty (180)days following
the Exchange Date, at a 35% premium to the common stock share
price in the equity financing. Following an exercise of the Reset
Provision, the Holders will also have a right to consent to
certain equity financings by the Company during the one hundred
eighty (180)days following the Exchange Date.

Under the 2020 Notes Indenture, each Holder has agreed not to
convert its 2020 Notes into shares of Company common stock to the
extent that, after giving effect to such conversion, the number
of shares of common stock beneficially owned by such Holder and
its affiliates would exceed 4.99% of Company common stock
outstanding at the time of such conversion (the 4.99% Ownership
Limitation); provided that a Holder may, at its option and upon
sixty-one (61)days prior notice to the Company, increase such
threshold to 9.99% (the 9.99% Ownership Limitation) If the
Company is prohibited from issuing shares of its common stock to
certain holders upon conversion of the 2020 Notes due to the
4.99% Ownership Limitation or the 9.99% Ownership Limitation, in
lieu of issuing such number of shares of common stock issuable
upon conversion in excess of the ownership limitations, the
Company will issue a pre-funded warrant to acquire such shares of
our common stock (the Warrant). Each Warrant has a term of nine
months, subject to a 6 month extension, which it can draw down
from time to time. The Warrants generally have the same terms as
the other pre-funded warrants previously issued by the Company,
except that no additional consideration will be paid to the
Company upon the exercise of the Warrant.

Other than as set forth in the Reset Provision, the 2020 Notes
will not contain any anti-dilution adjustments for future equity
issuances that are below the Conversion Price, and adjustments to
the Conversion Price would only generally be made in the event
that there is a dividend or distribution paid on shares of the
Companys common stock, a subdivision, combination or
reclassification of the Companys common stock, or at the
discretion of the Board of the Company in limited circumstances
and subject to certain conditions.

The exchange contemplated in the Exchange and Purchase Agreement
and the ultimate issuance of the 2020 Notes is conditioned on the
approval by the Companys stockholders of the potential issuance
of 19.99% or more of the Companys outstanding common stock upon
the conversion of, or otherwise issuable in relation to, the 2020
Notes (as required by NASDAQ Listing Rule5635(d)). The Company
agreed in the Exchange and Purchase Agreement to submit this
proposal for approval by stockholders no later than June15, 2017,
subject to the Companys ability to adjourn or postpone the
meeting in certain circumstances.

In connection with transactions described above, the Company also
agreed to enter into a Registration Rights Agreement (the
Registration Rights Agreement), to which the Company has agreed
to file a registration statement registering the shares
underlying the Option Notes or issuable relating to the Option
Notes within the date that is the earlier of thirty-five
(35)calendar days (if all of the Registrable Securities (as
defined in the Registration Rights Agreement) are to be
registered on a Form S-3) or forty-five (45)days (if all of the
Registrable Securities are to be registered on a Form S-1), in
each case after (i)the Option Closing Date (as defined in the
Exchange and Purchase Agreement), if the Purchase Option is
exercised in full and (ii)ninety (90) days after the Exchange
Date if the Purchase Option is partially exercised.

The foregoing descriptions of the Exchange and Purchase
Agreement, the 2020 Note Indenture, the Registration Rights
Agreement and the Warrant (together, the Transaction Documents),
and the transactions contemplated thereby, do not purport to be
complete and are subject to, and qualified in their entirety by,
the full text of such agreements, copies of which are attached
hereto as Exhibit 4.1 to this Current Report on Form8-K, and are
incorporated herein by reference.

The representations, warranties and covenants contained in the
Transaction Documents were made solely for the benefit of the
parties to the Transaction Documents, and may be subject to
limitations agreed upon by the contracting parties. Accordingly,
the Transaction Documents are incorporated herein by reference
only to provide investors with information regarding the terms of
the Transaction Documents, and not to provide investors with any
other factual information regarding the Company or its business,
and should be read in conjunction with the disclosures in the
Companys periodic reports and other filings with the Securities
and Exchange Commission.

Eleventh Supplemental Indenture

On April19, 2017, the Company and its subsidiaries, as
guarantors, entered into an Eleventh Supplemental Indenture (the
Eleventh Supplemental Indenture) with Wilmington Savings Fund
Society, FSB, as trustee and collateral trustee, and WB Gevo,
Ltd., as Requisite and Sole Holder, relating to the 2017 Notes.
The Eleventh Supplemental Indenture amends the Existing Indenture
to, among other things, (i)extend the maturity date of the 2017
Notes to provide that if the stockholder meeting of the Company
to approve the potential issuance of 19.99% or more of the
Companys outstanding common stock upon the conversion of or
otherwise issuable in relation to the 2020 Notes (the Stockholder
Meeting) is adjourned or postponed to and in accordance with the
Exchange and Purchase Agreement, the maturity date shall be
automatically extended to three (3)Business Days following the
date of such adjourned or postponed Stockholder Meeting, but in
no event beyond fourteen (14)days after June23, 2017; and
(ii)upon consent of the Sole Holder, allow for the payoff of the
2022 Notes or exchange of the 2022 Notes for shares of Company
common stock.

The foregoing description of the Eleventh 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 Exhibit4.2 to this Current
Report on Form8-K, and is incorporated herein by reference.

The information set forth in Item 1.01 is incorporated herein by
reference.

(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 up +0.09 at 1.13 with 277,947 shares trading hands.