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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): September 18, 2025
Gevo, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-35073 |
87-0747704 |
| (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
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:
| ¨ |
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 |
|
Nasdaq
Capital Market |
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 September 18, 2025, Net-Zero Richardton,
LLC (“Gevo”), a subsidiary of Gevo, Inc., entered into a Carbon Dioxide Removal Sales Agreement (the “Agreement”)
with Biorecro North America, LLC (“Biorecro” and, together with Gevo, the “Parties” and, each, a “Party”),
pursuant to which Gevo agreed to sell approximately $26 million worth of carbon dioxide removal credits (“CDR credits”) associated
with its carbon capture and sequestration facilities in Richardton, North Dakota to Biorecro with a portion of the sales to occur each
quarter over the term of the Agreement. Biorecro has the option to purchase additional CDR credits each quarter upon notice to Gevo and
Gevo’s agreement to sell such additional CDR credits.
The Agreement became effective on September 18,
2025, and will continue in full force and effect until December 31, 2030. Biorecro may extend the term for up to an additional ten
years subject to Biorecro’s satisfaction of certain conditions for the extension.
The Parties may terminate the Agreement in the
event that a Party fails the pay the other Party any undisputed amount pursuant to the Agreement or if certain customary events of default
occur and are not cured within a certain time period. Upon the termination of the Agreement due to an event of default, the non-defaulting
Party will be entitled to remedies at law or equity, subject to customary limitations on liability contained in the Agreement.
The Agreement contains certain customary representations,
warranties, covenants and confidentiality provisions.
The foregoing description of the Agreement does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached
hereto as Exhibits 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| 10.1† |
|
Carbon Dioxide Removal Sales Agreement, dated September 18, 2025, by and between Net-Zero Richardton, LLC and Biorecro North America, LLC. |
| 104 |
|
Cover Page Interactive Data File (Formatted as Inline XBRL) |
† Portions of this exhibit have been redacted in compliance
with Regulation S-K Item 601(b)(10).
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.
| |
GEVO, INC. |
| |
|
|
| Dated: September 18, 2025 |
By: |
/s/ E. Cabell Massey |
| |
|
E. Cabell Massey |
| |
|
Vice President, Legal and Corporate Secretary |
