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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): June 30, 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 June 30, 2025 (the “Effective Date”),
Gevo Intermediate HoldCo, LLC (“Transferor”), a subsidiary of Gevo, Inc., entered into a Tax Credit Transfer Agreement
(the “Agreement”) with a transferee bank (“Transferee” and, together with Transferor, the “Parties”
and, each, a “Party”), pursuant to which Transferor agreed to supply “Clean Fuel Production Credits” to Transferee
from the production of ethanol between January 31, 2025 and December 31, 2025 (the “Production Year”), by Transferor’s
wholly owned subsidiary, Net-Zero Richardton, LLC (“NZ-R”). Under the Agreement, Transferor expects to deliver $22 million
worth of credits to Transferee between June 30, 2025 and December 10, 2025 upon satisfaction of certain conditions precedent
on each transfer date, with $5 million worth of credits being transferred at the time of execution of the Agreement.
The Agreement provides Transferee with a right
of first offer (under certain conditions) for up to an additional $20 million of credits related to production of ethanol by NZ-R during
the Production Year. The Agreement also provides Transferee with a right of first refusal to purchase up to all of the credits related
to the production of ethanol by NZ-R during the 2026 calendar year at the same price and on substantially the same terms as those contained
in the Agreement.
The Agreement became effective on the Effective
Date and will continue in full force and effect unless terminated by a Party. The Parties may terminate the Agreement if certain customary
events of default occur and are not cured within a certain time period. The Parties may also terminate the Agreement if there is a retroactive
change in tax law that is reasonably likely to limit, restrict, reduce or disallow the transferred credits or the transfer thereof or
creates a reasonable likelihood that the transferred credits will not be allowed or will be lost, disallowed or reduced. Upon the termination
of the Agreement, Transferor shall refund to Transferee all amounts previously paid by Transferee to Transferor with respect to Transferred
Credits that Transferee is unable to claim as a result of such termination, plus interest (or in the case of a retroactive change in tax
law, Transferor shall repay Transferee those amounts paid by Transferee to Transferor attributable to transferred credits that Transferor
is unable to transfer or transferee is unable to claim as a direct result of such change in tax law, plus interest).
The Agreement contains certain customary representations,
warranties, covenants and confidentiality provisions, and also contains indemnification obligations by Transferor.
The foregoing description of the terms of the
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of the Agreement, a copy of which
is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Tax Credit Transfer Agreement. |
| 104 |
|
Cover Page Interactive Data File (embedded as Inline XBRL document) |
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: July 7, 2025 |
By: |
/s/ E. Cabell Massey |
| |
|
E. Cabell Massey |
| |
|
Vice President, Legal and Corporate Secretary |
