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): June 16, 2022
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission File Number)||(IRS Employer|
|of incorporation)|| ||Identification No.)|
345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112
|(Address of principal executive offices) (Zip Code)|
Registrant’s 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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol||Name of exchange on which registered|
|Common Stock, par value $0.01 per share||GEVO||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company 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 7.01. Regulation FD Disclosure.
As previously disclosed, on June 5, 2022, Gevo, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors providing for the issuance and sale by the Company of 33,333,336 shares of the Company’s common stock at a price of $4.50 per share, accompanied by Series 2022-A warrants to purchase 33,333,336 shares of the Company’s common stock (each, a “Series 2022-A Warrant”) in a registered direct offering (the “Offering”). The Offering closed on June 8, 2022, and the Company received net proceeds from the Offering of approximately $139.2 million after placement agent’s fees, advisory fees and estimated offering expenses. Following the closing of the Offering, as of June 15, 2022, the Company has cash, cash equivalents, restricted cash and marketable securities of approximately $555.7 million in the aggregate, which includes the net proceeds from the Offering as set forth above.
In addition to the net proceeds already received by the Company from the Offering, if all 33,333,336 Series 2022-A Warrants were to be exercised in cash at the exercise price of $4.37 per share, the Company would receive additional net proceeds of approximately $145.7 million.
The information contained in this Current Report on Form 8-K regarding the Company’s cash, cash equivalents, restricted cash and marketable securities as of June 15, 2022 is unaudited and preliminary and does not present all information necessary for an understanding of the Company’s financial condition as of June 15, 2022.
The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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.
| ||GEVO, INC.|
| || || |
|Date: June 16, 2022||By:||/s/ Geoffrey T. Williams, Jr.|
| || ||Geoffrey T. Williams, Jr.|
| || ||Vice President - General Counsel and Secretary|