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): January 4, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
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
(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))|
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.||Entry into a Material Definitive Agreement.|
On January 4, 2018, Gevo, Inc. (the Company) entered into a private exchange agreement (the Exchange Agreement) with a holder of its 7.5% convertible senior notes due 2022 (the 2022 Notes) to exchange $515,000 of principal amount of 2022 Notes for 780,303 shares of its common stock (the Exchange Shares). Upon completion of this exchange, the 2022 Notes will be paid off in full and there will be no remaining obligations under the 2022 Notes.
The Exchange Shares are being issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange.
|Item 3.02.||Unregistered Sales of Equity Securities.|
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
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.
|Dated: January 5, 2018||By:||/s/ Geoffrey T. Williams, Jr.|
|Geoffrey T. Williams, Jr.|
|General Counsel and Secretary|