SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2014
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (303) 858-8358
(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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
On August 5, 2014, Gevo, Inc. (the Company) issued and sold 30,000,000 common stock units, each consisting of one share of the Companys common stock and a warrant to purchase 0.5 shares of the Companys common stock (each a Warrant), in a firm commitment underwritten public offering (the Offering) pursuant to an effective Registration Statement on Form S-3 (Registration No. 333-187893). The net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses, totaled approximately $16.2 million.
The Company intends to use the net proceeds from the Offering, excluding any future proceeds from the exercise of the Warrants included therein or sold in connection therewith, to fund capital to complete the side-by-side configuration of its Luverne, MN facility, to fund working capital and for other general corporate purposes.
|Item 1.01.||Entry into a Material Definitive Agreement.|
The information set forth in the Introductory Note is incorporated herein by reference.
On August 5, 2014, the Company entered into a common stock unit warrant agreement (the Warrant Agreement) with American Stock Transfer & Trust Company, LLC (the Warrant Agent), pursuant to which the Warrants will be issued at an exercise price equal to $0.85 per share.
Pursuant to the terms of the Warrant Agreement, the Warrants will generally only be 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 will be exercisable during the period commencing from the date of original issuance and ending on August 5, 2019, the expiration date of the Warrants. The Warrants may be exercised by surrendering to the Warrant Agent the warrant certificate evidencing the Warrants to be exercised with the accompanying exercise notice, appropriately completed, duly signed and delivered, together with cash payment of the exercise price, if applicable.
In the event of an extraordinary transaction, as described in the Warrant Agreement and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our common stock, we or any successor entity shall pay at the holders option, exercisable at any time concurrently with or within 30 days after the consummation of the extraordinary transaction, an amount of cash equal to the value of such holders Warrants as determined in accordance with the Black Scholes option pricing model and the terms of the Warrant Agreement.
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 our assets and certain other events. The Warrants contain weighted average 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 Warrants, with certain exceptions.
No fractional shares will be issued upon exercise of the Warrants. The Warrants do not confer upon holders any voting or other rights as stockholders of the Company.
The foregoing transaction triggered anti-dilution provisions in the Companys outstanding warrants issued pursuant to that certain Common Stock Unit Warrant Agreement (the 2013 Warrant Agreement), dated December 16, 2013, by and between the Company and American Stock Transfer & Trust Company, LLC. Pursuant to the terms of the Warrant Agreement, the exercise price of these warrants has decreased to $1.43 per share, however, the number of shares issuable under these warrants remains unchanged.
The foregoing description of the Warrant Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Warrant Agreement, a copy of which is attached hereto as Exhibit 4.1, and the terms of which are incorporated herein by reference.
Additional Information and Where to Find It
A shelf registration statement relating to the common stock units issued in the Offering was filed with the U.S. Securities and Exchange Commission and is effective. Preliminary and final prospectus supplements describing the terms of the Offering have also been filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may be obtained from Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, via telephone at 631-274-2806 or via facsimile at 631-254-7140. Electronic copies of the final prospectus supplement and accompanying prospectus are also available on the SECs website at http://www.sec.gov.
Certain statements in this Current Report on Form 8-K and in the attached exhibits may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including, without limitation, statements regarding the Companys anticipated proceeds from the Offering, its use of those proceeds and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to significant risks and uncertainty. Factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth in the prospectus supplements for the Offering. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.
|Item 9.01.||Financial Statements and Exhibits.|
|4.1||Common Stock Unit Warrant Agreement, dated August 5, 2014, by and between Gevo, Inc. and the American Stock Transfer & Trust Company, LLC.|
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.
|Chief Financial Officer|
Date: August 5, 2014