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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): March 17, 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 |
| (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 8.01. | Other Events. |
As previously disclosed on January 15, 2025, Gevo, Inc. (the “Company”) filed a petition on December 3, 2024, in the Delaware Court of Chancery under Section 205 of the Delaware General Corporation Law seeking to validate amendments in 2013 and 2014 to the Company’s Amended and Restated Certificate of Incorporation (as amended to date, the “Amended Charter”), which amendments increased the authorized number of shares of the Company’s capital stock (the “Petition”).
On March 17, 2025, the Delaware Court of Chancery held a hearing on the Petition and issued a final order granting the Petition, thereby validating the 2013 and 2014 amendments to the Amended Charter, the filing and effectiveness of the related Certificates of Amendment, and the issuance of capital stock pursuant to the authority under the 2013 and 2014 amendments. A copy of the Court’s order is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Final Order entered by the Delaware Court of Chancery on March 17, 2025 | |
| 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: March 20, 2025 | By: | /s/ E. Cabell Massey |
| E. Cabell Massey Vice President, Legal and Corporate Secretary |
||
Exhibit 99.1
 |
| GRANTED |
|
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE |
|
IN RE GEVO, INC. |
C.A. No. 2024-1242-PAF |
[PROPOSED] ORDER GRANTING
PETITION UNDER 8 DEL. C. § 205
WHEREAS, on June 6, 2013, Gevo, Inc. (“Gevo”) stockholders approved an amendment to the Certificate of Incorporation increasing the authorized shares of Gevo common stock from 100,000,000 to 150,000,000 and preferred stock from 5,000,000 to 10,000,000 (the “2013 Amendment”);
WHEREAS, on June 7, 2013, Gevo filed a Certificate of Amendment with the Delaware Secretary of State memorializing the 2013 Amendment (the “2013 Certificate”);
WHEREAS, on July 3, 2014, Gevo stockholders approved an amendment to the Certificate of Incorporation increasing the authorized shares of Gevo common stock from 150,000,000 to 250,000,000 (the “2014 Amendment”);
WHEREAS, on July 7, 2014, Gevo filed a Certificate of Amendment with the Delaware Secretary of State memorializing the 2014 Amendment (the “2014 Certificate”);
WHEREAS, in reliance on the Amendments, Gevo has issued shares of its capital stock from time to time on or after the effective date of each Amendment through the date of this order; WHEREAS, the Court having considered the Verified Petition for Relief pursuant to 8 Del.
C. § 205 (the “Petition”), filed by Gevo on December 3, 2024; and
WHEREAS, the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been shown.
IT IS HEREBY ORDERED, this ___ day of ___________, 2025, that:
1. The 2013 Amendment and 2013 Certificate are hereby validated and declared effective. The increase in authorized shares of Gevo common stock from 100,000,000 to 150,000,000 and preferred stock from 5,000,000 to 10,000,000 effectuated therein are hereby validated and declared effective.
2. The 2014 Amendment and 2014 Certificate are hereby validated and declared effective. The increase in authorized shares of Gevo common stock from 150,000,000 to 250,000,000 effectuated therein is hereby validated and declared effective.
3. The Company’s securities (and the issuance of the securities) described herein or in the Petition, whether already issued or to be issued pursuant to authorization under the 2013 Certificate or 2014 Certificate, are hereby validated and declared duly authorized.
4. This Order validates the corporate acts referenced above, effective as of the time each such act was originally taken, notwithstanding any failures of
authorization or potential failures of authorized described in, or resulting from the matters described in, the Petition.
| Vice Chancellor Paul A. Fioravanti, Jr. |
| This document constitutes a ruling of the court and should be treated as such. | ||
| Court: | DE Court of Chancery Civil Action | |
| Judge: | Paul A Fioravanti | |
| File & Serve Transaction ID: | 75518014 | |
| Current Date: | Mar 17, 2025 | |
| Case Number: | 2024-1242-PAF | |
| Case Name: | In re Gevo, Inc. | |
| Court Authorizer: | Paul A Fioravanti Jr | |
| Court
Authorizer Comments: |
||
| The petition is granted for the reasons stated in the court's ruling at the conclusion of today's telephonic hearing on the petition. | ||
| /s/ Judge Paul A Fioravanti Jr | ||