Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On February 14, 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 February 17, 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 February 17, 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 November 17, 2017 at an exercise price of $2.35 per
share. The gross proceeds to the Company from the Offering are expected to be approximately $11.9 million, 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 pursuant to an effective shelf
registration statement on
Form S-3
that the Company filed with the Securities and Exchange Commission (the SEC) on May 13, 2016, as amended on July 1, 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 February 17, 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 Exhibit 1.1 to this Current Report on
Form 8-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 Exhibit 5.1 to this Current
Report on
Form 8-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
June 6, 2014, to, among other things, (i) extend the maturity date of the 2017 Notes from March 15, 2017 to June 23, 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 $8.0 million of principal on the 2017 Notes in the amount of $2.0 million on each of March 13, 2017, April 13, 2017, May 12, 2017 and June 13, 2017, with an option for the Company to prepay
all $8.0 million 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, pursuant 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 Exhibit 4.1 to this Current Report on
Form 8-K,
and is incorporated herein by reference.