Current Report Filing (8-k)
February 13 2018 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2018
Gevo, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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001-35073
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87-0747704
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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345 Inverness Drive South, Building C, Suite 301
Englewood, CO 80112
(Address of principal executive offices)(Zip Code)
Registrants telephone number, including area code: (303)
858-8358
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 13, 2018, Gevo, Inc. (the
Company) entered into
an At-The-Market
Offering Agreement (the Sales Agreement) with H.C. Wainwright & Co., LLC (the
Agent), which provides for the issuance and sale from time to time by the Company of up to $5,000,000 of shares of common stock, par value $0.01 per share, of the Company (the Shares). The Shares have been registered under
the Securities Act of 1933, as amended (the Securities Act), pursuant to the Companys Registration Statement on
Form S-3
(File
No. 333-211370),
declared effective by the Securities and Exchange Commission (the Commission) on August 2, 2016 (the Registration Statement), and a prospectus, which consists
of a base prospectus filed with the Registration Statement, and a prospectus supplement, dated February 13, 2018. 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.
The Company intends to use the net proceeds from this offering to fund working capital and for other general corporate purposes, which may include the
repayment of outstanding indebtedness..
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 1.0% 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 Companys 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 Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales
Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. A legal opinion relating to the Shares is filed herewith as Exhibit 5.1.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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GEVO, INC.
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Dated: February 13, 2018
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By:
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/s/ Geoffrey T. Williams, Jr.
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Geoffrey T. Williams, Jr.
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General Counsel and Secretary
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