Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 30,~~October 31, 2017, ~~15,074,966~~21,810,552 shares of the registrant’s common stock were outstanding.

	(unaudited)						(unaudited)
	March 31,			December 31,			September 30,			December 31,
	2017			2016			2017			2016
Assets
Current assets:
Cash and cash equivalents	$	20,393		$	27,888		$	14,764		$	27,888
Accounts receivable		1,204			1,122			1,243			1,122
Inventories		4,178			3,458			4,331			3,458
Prepaid expenses and other current assets		860			850			828			850
Total current assets		26,635			33,318			21,166			33,318

Property, plant and equipment, net		74,538			75,592			71,917			75,592
Restricted deposits		2,611			2,611			-			2,611
Deposits and other assets		803			803			803			803
Total assets	$	104,587		$	112,324		$	93,886		$	112,324

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	4,998		$	6,193			5,129			6,193
2017 Notes recorded at fair value		16,492			25,769			-			25,769
2020 Notes embedded derivative liability								6,453			-
Derivative warrant liability		4,942			2,698			2,139			2,698
Total current liabilities		26,432			34,660			13,721			34,660

2020 Notes, net								13,108			-
2022 Notes, net		1,088			8,221			515			8,221
Other long-term liabilities		167			179			142			179
Total liabilities		27,687			43,060			27,486			43,060

Commitments and Contingencies (see Note 11)

Stockholders' Equity
Common stock, $0.01 par value per share; 250,000,000 authorized; 15,065,551 and 7,074,246 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively		151			71
Common Stock, $0.01 par value per share; 250,000,000 authorized, 19,868,254 and 7,074,246 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively.								199			71
Additional paid-in capital		459,403			445,913			463,165			445,913
Accumulated Deficit		(382,654	)		(376,720	)
Accumulated deficit								(396,964	)		(376,720	)
Total stockholders' equity		76,900			69,264			66,400			69,264
Total liabilities and stockholders' equity	$	104,587		$	112,324		$	93,886		$	112,324

	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2017			2016
Revenue and cost of goods sold
Ethanol sales and related products, net	$	5,494		$	5,757		$	7,376		$	6,363		$	19,709		$	19,288
Hydrocarbon revenue		90			298			235			451			984			1,462
Grant and other revenue		32			265			88			130			163			627
Total revenues		5,616			6,320			7,699			6,944			20,856			21,377

Cost of goods sold		9,408			9,223			9,709			9,650			28,822			28,862

Gross loss		(3,792	)		(2,903	)		(2,010	)		(2,706	)		(7,966	)		(7,485	)

Operating expenses
Research and development expense		1,217			1,044			1,210			1,156			4,318			3,670
Selling, general and administrative expense		2,173			1,919			1,893			2,273			6,190			6,337
Total operating expenses		3,390			2,963			3,103			3,429			10,508			10,007

Loss from operations		(7,182	)		(5,866	)		(5,113	)		(6,135	)		(18,474	)		(17,492	)

Other (expense) income
Interest expense		(714	)		(2,151	)		(811	)		(2,100	)		(2,152	)		(6,497	)
(Loss) on exchange or conversion of debt		(964	)		-
(Loss) on exchange of debt								-			(920	)		(4,933	)		(920	)
(Loss)/Gain on extinguishment of warrant liability								-			5			-			(918	)
(Loss) from change in fair value of the 2017 Notes		(339	)		(836	)		-			(1,854	)		(339	)		(3,629	)
Gain from change in fair value of derivative warrant liability		3,259			5,248
Other income		6			-
(Loss)/Gain from change in fair value of derivative warrant liability								(413	)		1,154			5,106			(4,171	)
Gain from change in fair value of 2020 notes embedded derivative								2,184			-			522			-
(Loss) on issuance of equity								-			-			-			(1,519	)
Other income / (expense)								-			1			26			207
Total other expense, net		1,248			2,261			960			(3,714	)		(1,770	)		(17,447	)

Net loss		(5,934	)		(3,605	)	$	(4,153	)	$	(9,849	)	$	(20,244	)	$	(34,939	)

Net loss per share - basic and diluted	$	(0.51	)	$	(3.13	)	$	(0.25	)	$	(2.04	)	$	(1.40	)	$	(12.41	)
Weighted-average number of common shares outstanding - basic and diluted		11,584,595			1,150,817			16,508,158			4,837,698			14,506,448			2,814,266

	Three Months Ended March 31,						Nine Months Ended September 30,
	2017			2016			2017			2016
Operating Activities
Net loss	$	(5,934	)	$	(3,605	)	$	(20,244	)	$	(34,939	)
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) from change in fair value of derivative warrant liability		(3,226	)		(5,248	)
Loss from change in fair value of the 2017 Notes		339			836
Loss on exchange or conversion of debt		964			-
(Gain) on extinguishment of warrant liability		(33	)		-
Loss/(Gain) from change in fair value of derivative warrant liability								(5,497	)		4,171
(Gain) from change in fair value of 2020 embedded derivative								(522	)		-
Loss from the change in fair value of the 2017 notes								339			3,629
Loss on exchange of debt								4,933			920
Loss/(Gain) on extinguishment of warrant liability								392			918
Loss on issuance of equity								-			1,519
Stock-based compensation		128			358			323			812
Depreciation and amortization		1,676			1,621			4,994			5,038
Non-cash interest expense		80			1,057			579			3,339
Changes in operating assets and liabilities:
Accounts receivable		(82	)		523			(121	)		312
Inventories		(720	)		500			(873	)		284
Prepaid expenses and other current assets		(11	)		(278	)		22			(113	)
Accounts payable, accrued expenses, and long-term liabilities		(1,228	)		(1,268	)		(766	)		(2,095	)
Net cash used in operating activities		(8,047	)		(5,504	)		(16,441	)		(16,205	)

Investing Activities
Acquisitions of property, plant and equipment		(673	)		(2,247	)		(1,682	)		(5,520	)
Net cash used in investing activities		(673	)		(2,247	)		(1,682	)		(5,520	)


Financing Activities
Payments on secured debt		(9,616	)		(84	)		(9,791	)		(504	)
Debt and equity offering costs		(205	)		(589	)		(1,071	)		(3,295	)
Proceeds from issuance of common stock and common stock warrants		11,044			-			11,044			28,661
Proceeds from the exercise of warrants		2			65			2,206			10,895
Net cash provided (used) by financing activities		1,225			(608	)
Release of restricted cash held as collateral on 2017 Notes								2,611			-
Net cash provided by financing activities								4,999			35,757

Net decrease in cash and cash equivalents		(7,495	)		(8,359	)
Net (decrease)/increase in cash and cash equivalents								(13,124	)		14,032

Cash and cash equivalents
Beginning of period		27,888			17,031			27,888			17,031
End of period	$	20,393		$	8,672		$	14,764		$	31,063

1. Nature of Business, Financial Condition, ~~and~~ Basis of Presentation and Reverse Stock Split

Nature of Business. Gevo, Inc. (“Gevo” or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries) is a renewable chemicals and next generation biofuels company focused on the development and commercialization of alternatives to petroleum-based products ~~based on~~using isobutanol produced from renewable feedstocks. Gevo ~~Inc.~~ was incorporated in Delaware on June 9, 2005. Gevo ~~Inc.~~ formed Gevo Development, LLC (“Gevo Development”) in September 2009 to finance and develop biorefineries through joint venture, licensing arrangements, tolling arrangements or direct acquisition (see Note 128 Gevo Development). Gevo Development became a wholly-owned subsidiary of ~~the Company~~Gevo in September 2010. Gevo Development purchased Agri-Energy, LLC (“Agri-Energy”) in September 2010.

Through May 2012, Agri-Energy, was engaged in the business of producing and selling ethanol and related products produced at its ~~plant~~production facility located in Luverne, Minnesota (the “Luverne Facility”). The Company commenced the retrofit of the Luverne Facility in 2011 and commenced initial startup operations for the production of isobutanol at this facility in May 2012. In September 2012, the Company made the strategic decision to pause isobutanol production at the Luverne Facility to focus on optimizing specific parts of the process to further enhance isobutanol production rates.

In 2013, the Company modified the Luverne Facility in order to (i) ~~verify that the modifications had~~ significantly ~~reduced the~~reduce previously identified infections, (ii) demonstrate that its biocatalyst performs in the one million liter fermenters at the Luverne Facility, and (iii) confirm GIFT ® efficacy at commercial scale at the Luverne Facility.

In 2014, the Company further reconfigured the Luverne Facility to enable the co-production of both isobutanol and ethanol, leveraging the flexibility of its GIFT ® technology, with one fermenter utilized for isobutanol production and three fermenters utilized for ethanol production. In line with the Company’s strategy to maximize asset utilization and site cash flows, the Company believes that this configuration of the ~~plant~~Luverne Facility should allow it to continue to optimize its isobutanol technology at a commercial scale, while taking advantage of potentially superior ethanol contribution ~~margins~~margins. As a result, during certain periods the Company may only produce ethanol at the Luverne Facility. In addition, the condition of two of the Luverne Facility’s oldest fermentation vessels may limit the Company’s ability to co-produce isobutanol and ethanol. Therefore, the Company expects to focus on the production of ethonal and produce limited volumes of isobutanol until one or both of these fermentation vessels have been repaired or replaced.

As of ~~March 31,~~September 30, 2017, the Company continues to engage in research and development, business development, business and financial planning, ~~optimize~~optimizing operations for isobutanol, hydrocarbon and ethanol production and raise capital to fund future expansion of ~~our~~its Luverne Facility for increased isobutanol and hydrocarbon production. Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events, including (i) completing its development activities resulting in commercial production and sales of isobutanol or isobutanol-derived products and/or technology, (ii) obtaining adequate financing to complete its development activities, (iii) obtaining adequate financing to build out further isobutanol and hydrocarbon production capacity, (iv) gaining market acceptance and demand for its products and services, and (v) attracting and retaining qualified personnel.

The Company has primarily derived revenue from the sale of ethanol, distiller’s grains and other related products produced as part of the ethanol production process at the Luverne Facility. The production of ethanol alone is not the Company’s intended business and its future strategy is expected to depend on its ability to produce and market isobutanol and products derived from isobutanol. ~~The Company is beginning to achieve more consistent production and revenue from the sale of isobutanol, therefore,~~As a result, the historical operating results of the Company may not be indicative of future operating results for Agri-Energy or Gevo.

Financial Condition. For the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, the Company incurred a consolidated net loss of ~~$5.9~~$20.2 million and ~~$3.6~~$34.9 million, respectively, and had an accumulated deficit of ~~$382.6~~$397.0 million at ~~March 31, 2017.The~~September 30, 2017. The Company’s cash and cash equivalents at ~~March 31,~~September 30, 2017 totaled ~~$20.4~~$14.8 million ~~which will~~and are expected to be used for the following purposes: (i) operating activities of the Luverne Facility; (ii) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (iii) capital improvements primarily associated with the Luverne Facility; (iv) costs associated with optimizing isobutanol production technology; (v) exploration of ~~restructuring,~~ strategic alternatives and new financings; and (vi) debt service and repayment obligations.

The Company expects to incur future net losses as it continues to fund the development and commercialization of its product candidates. To date, the Company has financed its operations primarily with proceeds from multiple sales of equity and debt securities, borrowings under debt facilities and product sales. ~~The Company expects to incur future net losses as it continues to fund the development and commercialization of its product candidates.~~ The Company’s transition to profitability is dependent upon, among other things, the successful development and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability or positive cash flows, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through

additional private and/or public offerings of debt or equity securities. In addition, the Company may seek additional capital

through arrangements with strategic partners or from other sources, it may seek to restructure its ~~secured~~ debt and it will continue to address its cost structure. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds, or achieve or sustain profitability or positive cash flows from operations. ~~Based on the Company’s current operating plan, existing~~Existing working capital ~~at March 31, 2017 is~~was not sufficient to meet the cash requirements to fund planned operations through the period that is one year after the date the Company’s ~~2017~~audited 2016 year-end financial statements were ~~issued unless the Company is able to restructure and extend its debt obligations and/or raise additional capital to fund operations.~~issued. These conditions raise substantial doubt about the Company’s ability to continue as a going ~~concern at March 31, 2017.~~concern. The Company’s inability to continue as a going concern may potentially affect the Company’s rights and obligations under its ~~Senior Secured Debt~~senior secured debt and ~~Convertible Notes.~~issued and outstanding convertible notes. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Basis of Presentation. The unaudited consolidated financial statements of the Company (which include the accounts of its wholly-owned subsidiaries Gevo Development and Agri-Energy) have been prepared, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company at ~~March 31,~~September 30, 2017 and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Annual Report”).

Reverse Stock ~~Splits.~~Split. On December 21, 2016, the Board of Directors approved an amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-twenty reverse stock split of the Company’s common stock, par value $0.01 ~~at a ratio of one-for-twenty.~~per share. The reverse stock split became effective January 5, 2017. Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.

NASDAQ Market Price Compliance. On June 21, 2017, the Company received a letter from the staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) providing notification that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the $1.00 per share minimum bid price requirement for continued listing under NASDAQ Listing Rule 5550(a)(2). The notice has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock will continue to trade on the NASDAQ Capital Market under the symbol “GEVO.”

If the Company does not regain compliance with the minimum bid price requirement by December 18, 2017, it may be eligible for an additional 180 calendar day compliance period, provided that it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the NASDAQ Capital Market, with the exception of the minimum bid price requirement, and it would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, NASDAQ would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff would grant the Company’s request for continued listing.

Revenue from Contracts with Customers (“ASU 2014-09”). In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of ASU 2014-09 is to outline a new, single comprehensive model to use in accounting for revenue arising from contracts with customers. The new revenue recognition model provides a five-step analysis for determining when and how revenue is recognized, depicting the transfer of promised goods or services to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early adoption is permitted. On July 9, 2015, the FASB Board voted to delay the implementation of ASU 2014-09 by one year to December 15, 2017. In April 2016, the FASB issued Accounting Standards Update No. 2016-10 Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing (“ASU 2016-10”) which provides additional clarification regarding Identifying Performance Obligations and Licensing. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method.

The ~~Company does not anticipate~~Company’s current and historical revenues have consisted of the ~~new standard to materially impact how it accounts for its~~following: (a) ethanol sales and related products revenue, net; (b) Hydrocarbon revenue; and ~~(b) hydrocarbon~~(c) grant and other revenue, which primarily has historically consisted of revenues from governmental and cooperative research grants. The following provides the Company’s initial assessment on how this standard will impact the aforementioned sources of revenue. However, wegiven the complexity of this new standard and the Company is still in the process of further evaluation, the information below is subject to change and a different conclusion may be reached in the fourth quarter of 2017.

Ethanol sales and related products revenues. Ethanol sales and related products revenues are sold to customers on a “free-on-board, shipping point” basis. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company to provide post-sale support or promises to deliver future goods or services. The Company has and continues to sell close to 100 percent of its ethanol production to a single customer, representing 77.1% and 70.0% of total revenues for the nine-months ended September 30, 2017 and 2016, respectively. The Company completed its review of this customer and consistent with prior assessments, does not expect there to be any impact on how the Company has and will continue to account for sales of ethanol to this customer. The Company continues to evaluate other ethanol related product sale revenue streams, such as distiller’s grains and other ethanol related revenues to determine, what, if any, impact the new revenue recognition standard will have on the Company’s historical and future financial statements. However, the Company currently ~~evaluating~~anticipates that there will be no material impact.

Hydrocarbon revenue. Hydrocarbon revenues include sales of alcohol-to-jet fuel (“ATJ”), isooctene and isooctane and is sold mostly on a “free-on-board, shipping point” basis. Each transaction occurs independent of any other sale, and once sold, there are no future obligations on the part of the Company provide post-sale support or promises to deliver future goods or services. The Company’s tentative assessment is that there will be no material impact, if any, to ~~our grant revenue as there could be a potential for changes~~how the Company has historically recognized revenues prior to the ~~nature~~upcoming adoption of ASU 2014-09.

Grant and other revenues. Grant and other revenues primarily has historically consisted of governmental and cooperative research grants, of which the Northwest Advanced Renewables Alliance (“NARA”) grant, funded by the United States Department of Agriculture (“USDA”), comprised the majority of those revenues since 2014. After initial review of this arrangement, the Company is preliminarily assessing that this grant does not qualify as a contract pursuant to Topic 606 “Revenues from Contracts with Customers”, which was established with the issuance of ASU 2014-09 due to the lack of any transfer of goods or services to the USDA. This could potentially alter the timing of revenue ~~recognized under~~recognition compared to historical patterns, as revenue is generally deferred until consideration received is non-refundable when it is determined that an arrangement does not qualify as a contract. However, any impact is not expected to materially impact our ~~various grant agreements.~~ financial statements.

Leases (“ASU 2016-02”). In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Topic 842 Leases. ASU-2016-02 requires leases to be reported on the financial statements. The objective is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Future minimum lease obligations for leases accounted for as operating leases at ~~March 31,~~September 30, 2017 totaled ~~$4.1~~$3.3 million. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its consolidated financial statements.

Statement of Cash Flows, Classification of Certain Cash Receivable and Cash Payments (“ASU ~~2016-15)~~2016-15”). In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and

Cash Payments which clarifies cash flow statement classification of eight specific cash flow issues. The purpose of ASU 2016-15 is to provide clarification and consistency for classifying the eight specific cash flow issues because current GAAP either is unclear or does not include specific guidance. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-15 on its consolidated statements of cash flows.

Statement of Cash Flows – Restricted Cash (“ASU 2016-18”). In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows Restricted Cash which standardizes the classification and presentation of changes in restricted cash on the statement of cash flows. This amendment requires that that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This amendment is effective for public business entities for fiscal years beginning after December 15, 2017, but early adoption is permitted. This standard must be applied retrospectively for all periods presented. Adoption of this standard will materially impact the presentation of the Company’s historical statement of cash flow due to the existence of approximately $2.6 million in restricted cash deposits relating to the 2017 Notes (see Note 5). However, this standard will not materially impact the Company prospectively as a result of the release of the restricted cash in April 2017 due to an amendment to the 2017 Notes (see Note 7).

Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Provisions (“ASU 2017-11”). In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Derivatives and Hedging (Topic 815) Accounting for Certain Financial Instruments with Down Round Provisions which simplifies the accounting for certain equity-linked financial instruments and embedded features with down round features that reduce the exercise price when the pricing of a future round of financing is lower. Currently, the existence of such features require classification outside of equity and recognition of changes in the fair value of the instrument in earnings each reporting period. This standard eliminates the need to remeasure the instruments at fair value and allows classification within equity. This standard will not materially impact the Company’s accounting, as current liability classified financial instruments and embedded derivatives that require separation from the host instrument have features other than down-round provisions that require current accounting and classification.

Simplifying the Measurement of Inventory (“ASU 2015-11”). In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company adopted this standard for the year-ending December 31, 2017. Adoption of this standard does not materially impact the measurement of the Company’s inventory.

Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments (“ASU 2016-06”). In March 2016, the FASB issued Accounting Standards Update No. 2016-06, Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met. There are two approaches for determining if the criteria are met. The objective of ASU 2016-06 is intended to resolve the diversity in practice resulting from those two approaches. WeThe Company adopted this standard in the first quarter of 2017. The adoption of this new standard does not materially impact the Company’s consolidated financial statements.

Compensation—Stock Compensation (‘ASU 2016-09”). In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation—Stock Compensation. This standard was issued as part of its Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in ASU 2016-09 are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted ASU 2016-09 effective as of January 1, 2017, and the adoption of this standard does not materially impact the Company’s accounting for stock compensation.

Basic net loss per share is computed by dividing the net loss attributable to Gevo common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share (“EPS”) includes the dilutive effect of common stock equivalents and is computed using the weighted-average number of common stock and common stock equivalents outstanding during the reporting period. Diluted EPS for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016 excluded common stock equivalents because the effect of their inclusion would be anti-dilutive, or would decrease the reported loss per share.

The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share.

The following table sets forth the components of the Company’s inventory balances (in thousands).

Work in process inventory includes unfinished jet fuel, isooctane, isooctene and isobutanol inventory. During 2016, the Company chose to classify isobutanol as a component of finished goods due to the increased production of isobutanol at our Luverne Facility and the positive market development and customer demand for isobutanol being sold directly into the market as a gasoline blendstock.

The following table sets forth the Company’s property, plant and equipment by classification (in thousands).

	Useful	March 31,			December 31,			Useful	September 30			December 31,
	Life	2017			2016			Life	2017			2016
Construction in progress		$	574		$	293			$	820		$	293
Plant machinery and equipment ~~(1)~~	10 years		15,574			15,397		10 years		16,011			15,397
Site improvements	10 years		7,050			7,050		10 years		7,051			7,050
Luverne retrofit asset ~~(1)~~	20 years		70,842			70,791		20 years		70,842			70,791
Lab equipment, furniture and fixtures and vehicles	5 years		6,508			6,431		5 years		6,513			6,431
Demonstration plant	2 years		3,597			3,597		2 years		3,597			3,597
Buildings	10 years		2,543			2,543		10 years		2,543			2,543
Computer, office equipment and software	3 years		1,621			1,594		3 years		1,626			1,594
Leasehold improvements, pilot plant, land and support equipment	2 - 5 years		2,535			2,526		2 - 5 years		2,537			2,526
Total property, plant and equipment			110,844			110,222				111,540			110,222
Less accumulated depreciation and amortization			(36,306	)		(34,630	)			(39,623	)		(34,630	)
Property, plant and equipment, net		$	74,538		$	75,592			$	71,917		$	75,592

Included in cost of goods sold is depreciation of ~~$1.5~~$4.6 million and ~~$1.4~~$4.5 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, respectively.

Included in operating expenses is depreciation of ~~$0.1~~$0.4 million and ~~$0.2~~$0.6 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, respectively.

In June 2017, the Company issued its 12% convertible senior secured notes due 2020 (the “2020 Notes”) in exchange for its 12.0% convertible senior secured notes due 2017 (the “2017 Notes”). The 2020 Notes contain the following embedded derivatives: (i) a Make-Whole Payment (as defined in the indenture governing the 2020 Notes (the “2020 Notes Indenture”)) upon either conversion or redemption; (ii) right to redeem the outstanding principal upon a Fundamental Change (as defined in the 2020 Notes Indenture); (iii) issuer rights to convert into a limited number of shares in any given three-month period commencing nine -months from the issuance date and dependent on the stock price exceeding 150% of the then in-effect conversion price over a ten-business day period; and (iv) holder rights to convert into either shares of the Company’s common stock or pre-funded warrants upon the election of the holders of the 2020 Notes.

Embedded derivatives are separated from the host contract and the 2020 Notes, and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that certain embedded derivatives within the 2020 Notes meet these criteria and, as such, must be valued separate and apart from the 2020 Notes as one embedded derivative and recorded at fair value each reporting period.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2020 Notes. A binomial lattice model generates two probable outcomes, whether up or down, arising at each point in time, starting from the date of valuation until the maturity date. A lattice was initially used to determine if the 2020 Notes would be converted by the holder, called by the issuer, or held at each decision point. Within the lattice model, the following assumptions are made: (i) the 2020 Notes will be converted by the holder if the conversion value plus the holder’s Make-Whole Payment is greater than the holding value; or (ii) the 2020 Notes will be called by the issuer if (a) the stock price exceeds 150% of the then in-effect conversion price over a ten-business day period and (b) if the holding value is greater than the conversion value plus the Make-Whole Payment at the time.

Using this lattice model, the Company valued the embedded derivative using a “with-and-without method”, where the value of the 2020 Notes including the embedded derivative is defined as the “with”, and the value of the 2020 Notes excluding the embedded derivative is defined as the “without”. This method estimates the value of the embedded derivative by comparing the difference in the

values between the 2020 Notes with the embedded derivative and the value of the 2020 Notes without the embedded derivative. The lattice model requires the following inputs: (i) price of Gevo common stock; (ii) Conversion Rate (as defined in the 2020 Notes Indenture); (iii) Conversion Price (as defined in the 2020 Notes Indenture); (iv) maturity date; (v) risk-free interest rate; (vi) estimated stock volatility; and (vii) estimated credit spread for the Company.

5.As of September 30, 2017 the estimated fair value of the embedded derivatives was $6.5 million. Any change in the estimated fair value of the embedded derivatives represents an unrealized gain which has been recorded as $2.2 million and $0.5 million from the change in fair value of embedded derivatives in the consolidated statements of operations for the three and nine months ended September 30, 2017, respectively. The Company recorded the estimated fair value of the embedded derivative with the 2020 Notes, net in the consolidated balance sheets.

The following table sets forth the inputs to the lattice model that were used to value the embedded derivatives.

* - The June 20, 2017 inputs represent the initial valuation of the 2020 Notes Embedded ~~Derivatives~~Derivative instrument that arose due to the exchange of the 2017 Notes for the 2020 Notes.

Changes in certain inputs into the lattice model can have a significant impact on changes in the estimated fair value of the embedded featured within the 2020 Notes. For example, the estimated fair value will generally decrease with: (1) a decline in the stock price; (2) decreases in the estimated stock volatility; and ~~Derivative Warrant Liabilities~~(3) a decrease in the estimated credit spread.

In July 2012, the Company issued 7.5% convertible senior notes due July 2022 (the “2022 Notes”) which contain the following embedded derivatives: (i) rights to convert into shares of the Company’s common stock, including upon a Fundamental Change (as defined in the indenture governing the 2022 Notes (the ~~“Indenture”~~“2022 Notes Indenture”)); and (ii) a Coupon Make-Whole Payment (as defined in the 2022 Notes Indenture) in the event of a conversion by the holders of the 2022 Notes prior to July 1, 2017.

Embedded derivatives are separated from the host contract, the 2022 Notes, and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that the embedded derivatives within the 2022 Notes meet these criteria and, as such, must be valued separate and apart from the 2022 Notes as one embedded derivative and recorded at fair value each reporting period.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2022 Notes. A binomial lattice model generates two probable outcomes, whether up or down, arising at each point in time, starting from the date of valuation until the maturity date. A lattice was initially used to determine if the 2022 Notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the 2022 Notes will be converted early if the conversion value is greater than the holding value; or (ii) the 2022 Notes will be called if the holding value is greater than both (a) the Redemption Price (as defined in the 2022 Notes Indenture) and (b) the conversion value plus the Coupon Make-Whole Payment at the time. If the 2022 Notes are called, then the holders will maximize their value by finding the optimal decision between (1) redeeming at the Redemption Price and (2) converting the 2022 Notes.

Using this binomial lattice model, the Company valued the embedded derivative using a “with-and-without method”, where the value of the 2022 Notes including the embedded derivative is defined as the “with”, and the value of the 2022 Notes excluding the embedded derivative is defined as the “without”. This method estimates the value of the embedded derivative by looking at the difference in the values between the 2022 Notes with the embedded derivative and the value of the 2022 Notes without the embedded derivative. The lattice model requires the following inputs: (i) price of Gevo common stock; (ii) Conversion Rate (as defined in the 2022 Notes Indenture); (iii) Conversion Price (as defined in the 2022 Notes Indenture); (iv) maturity date; (v) risk-free interest rate; (vi) estimated stock volatility; and (vii) estimated credit spread for the Company.

As of ~~March 31,~~September 30, 2017 and December 31, 2016, the estimated fair value of the embedded derivatives was zero. Any decline in the estimated fair value of the embedded derivatives represents an unrealized gain which has been recorded as gain from change in fair value of embedded derivatives in the consolidated statements of operations. The Company recorded the estimated fair value of the embedded derivative with the 2022 notes, net in the consolidated balance sheets.

The following warrants were sold by the ~~Company:~~Company (all share totals have been adjusted to reflect reverse stock-splits, if applicable):

The following table sets forth information pertaining to shares issued upon the exercise of such warrants as of ~~March 31,~~September 30, 2017:

	Issuance Date	Expiration Date	Exercise Price as of March 31, 2017			Shares Underlying Warrants on Issuance Date		Shares Issued upon Warrant Exercises as of March 31, 2017			Shares Underlying Warrants Outstanding as of March 31, 2017		Issuance Date		Expiration Date	Exercise Price as of September 30, 2017			Shares Underlying Warrants on Issuance Date			Shares Issued upon Warrant Exercises as of September 30, 2017		Shares Underlying Warrants Outstanding as of September 30, 2017
2013 Warrants	12/16/2013	12/16/2018	$	15.84			71,013		(15,239	)		55,774	12/16/2013		12/16/2018	$	9.03			71,013			15,239		55,774
2014 Warrants	8/5/2014	8/5/2019	$	11.98			50,000		(30,538	)		19,462	8/5/2014		8/5/2019	$	6.88			50,000			30,538		19,462
Series A Warrants	2/3/2015	2/3/2020	$	1.90			110,833		(99,416	)		11,417	2/3/2015		2/3/2020	$	0.68			110,833			99,416		11,417
Series B Warrants	2/3/2015	8/3/2015		-	⁽¹⁾		110,833		(96,795	)		-	2/3/2015		8/3/2015		-	⁽¹⁾		110,833			96,795		-
Series C Warrants	5/19/2015	5/19/2020	$	9.59			21,500		-			21,500	5/19/2015		5/19/2020	$	5.55			21,500			-		21,500
Series D Warrants	12/11/2015	12/11/2020	$	2.00			502,500		(501,570	)		930	12/11/2015		12/11/2020	$	2.00			502,500			501,570		930
Series E Warrants	12/11/2015	12/11/2016		-	⁽¹⁾		400,000		(400,000	)		-	12/11/2015		12/11/2016		-	⁽¹⁾		400,000			400,000		-
Series F Warrants	4/1/2016	4/1/2021	$	2.00			514,644		(233,857	)		280,787	4/1/2016		4/1/2021	$	2.00			514,644			233,857		280,787
Series G Warrants	4/1/2016	4/1/2017		-	⁽¹⁾		328,571		(328,571	)		-	4/1/2016		4/1/2017		-	⁽¹⁾		328,571			328,571		-
Series H Warrants	4/1/2016	10/1/2016		-	⁽¹⁾		1,029,286		(900,436	)		-	4/1/2016		10/1/2016		-	⁽¹⁾		1,029,286			900,436		-
Series I Warrants	9/13/2016	9/13/2021	$	11.00			712,503		-			712,503	9/13/2016		9/13/2021	$	11.00			712,503			-		712,503
Series J Warrants	9/13/2016	9/13/2017		-	⁽¹⁾		185,000		(185,000	)		-	9/13/2016		9/13/2017		-	⁽¹⁾		185,000			185,000		-
Series K Warrants	2/17/2017	2/17/2022	$	2.35			6,250,000		-			6,250,000	2/17/2017		2/17/2022	$	0.60			6,250,000			150,000		6,100,000
Series L Warrants	2/17/2017	2/17/2018	$	0.01	⁽²⁾		570,000		(155,000	)		415,000	2/17/2017		2/17/2018		-	⁽¹⁾		570,000			570,000		-
Series M Warrants	2/17/2017	11/17/2017	$	2.35			6,250,000		-			6,250,000
Series M(A) Warrants													2/17/2017		11/17/2017	$	2.35			2,305,000			-		2,305,000
Series M(B) Warrants													2/17/2017	⁽²⁾	11/17/2017	$	0.60			3,945,000	⁽²⁾		3,500,000		445,000
							17,106,683		(2,946,422	)		14,017,373								17,106,683			7,011,422		9,952,373

Based on these terms, the Company has determined that the 2013 Warrants, the 2014 Warrants, the Series A Warrants, the Series C Warrants, the Series D Warrants, the Series F Warrants, the Series ~~H Warrants, the Series~~ I Warrants, the Series K ~~Warrants, the Series L~~ Warrants, and the Series M Warrants (together, the “Warrants”) qualify as derivatives and, as such, are presented as derivative warrant liability on the consolidated balance sheets and recorded at fair value each reporting period. The fair value of the Warrants was estimated to be ~~$4.9~~$2.1 million and $2.7 million as of ~~March 31,~~September 30, 2017 and December 31, 2016, respectively. The ~~increase~~decrease in the derivative warrant liability is the result of the ~~issuance of new warrants during~~decline in the ~~period offset by warrants exercised during the period.~~ Company’s stock price.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, the Company issued ~~155,000~~150,000 shares of common stock as a result of the exercise of Series K Warrants, 570,000 shares of common stock as a result of the exercise of Series L Warrants and 3,500,000 shares of common stock as a result of the exercise of Series M Warrants, resulting in a total proceeds of approximately $2.2 million.

In addition, in September 2017, as permitted by Section 2(a) of the Series M Warrants agreement the Board of Directors of the Company approved a voluntarily reduction of the exercise price of the Series M Warrants exercisable into 3,945,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.60 per share of common stock, for the remaining term of these warrants. Except for the reduction in exercise price, the terms of these Series M Warrants remained unchanged. In September 2017, the Company issued 3,500,000 shares of common stock as a result of the exercise of these Series M Warrants. ~~The~~As of September 30, 2017, 445,000 Series M Warrants for which the exercise price had been adjusted to $0.60 remained outstanding. In October 2017, the remaining 445,000 Series M Warrants for which the exercise price had been adjusted to $0.60 were exercised, and the Company issued 445,000 shares of common stock as a result of these exercises.

In October 2017, the Board of Directors of the Company approved voluntarily reductions of the exercise price of additional Series M Warrants exercisable into 1,185,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.65 per share of common stock, and Series M Warrants exercisable into 300,000 shares of the Company’s common stock from an exercise price of $2.35 per share of common stock to $0.60 per share of common stock. Except for the reduction in exercise price, the terms of these Series M Warrants remained unchanged.

In October 2017, the Company issued 1,930,000 shares of common stock as a result of the exercise of Series M Warrants, for which the price had been reset, and the Company received proceeds of approximately ~~$2,000~~$1.2 million from ~~such~~these exercises. As a result, as of October 31, 2017, all of the Series M Warrants for which the exercise price had been adjusted were fully exercised.

In May 2016, as permitted by Section 2(a) of the Series H Warrant agreement, the ~~board~~Board of ~~directors~~Directors of the Company approved a voluntary reduction of the exercise price of Series H Warrants exercisable into 375,000 shares of the Company’s common stock, from an exercise price of $15.00 per share of common stock to $6.00 per share of common stock, for the remaining term of these warrants. Except for the reduction in exercise price, the terms of these Series H Warrants remain unchanged.

In June 2016, as permitted by Section 2(a) of the Series H Warrant agreement, the Board of Directors of the Company approved a voluntary reduction of the exercise price of Series H Warrants exercisable into 150,000 shares of the Company’s common stock, from an exercise price of $15.00 per share of common stock to $8.40 per share of common stock, for the remaining term of these warrants. The ~~board~~Board of ~~directors~~Directors of the Company also approved a voluntary reduction of the exercise price of Series H Warrants exercisable into 100,000 shares of the Company’s common stock, from an exercise price of $15.00 per share of common stock to $10.40 per share of common stock, for the remaining term of these warrants. Ultimately, the Company adjusted the exercise price to ~~$10.40~~

$10.40 per share of common stock for Series H Warrants exercisable into 50,000 shares of the Company’s common stock. Except for the reduction in exercise price, the terms of these Series H Warrants remain unchanged.

In June 2016, as permitted by Section 9 of the Series D Warrant agreement, the Company agreed with certain holders of the Series D Warrants to the amend the exercise price and accelerate the initial exercise date for Series D Warrants exercisable into 208,370 shares of the Company’s common stock held by such holders. Pursuant to that amendment, with respect to these Series D Warrants held by those holders, the exercise price was increased from an exercise price of $2.00 per share of common stock to $3.50 per share of common stock, for the remaining term of these warrants and the initial exercise date was changed from June 11, 2016 to June 8, 2016. Except for the change in exercise price and the initial exercise date, the terms of these Series D Warrants remained unchanged.

As of ~~March 31,~~September 30, 2017, all of the Series H Warrants and Series D Warrants for which the exercise price had been adjusted were fully exercised.

The following table sets forth the components of the Company’s accounts payable and accrued liabilities in the consolidated balance sheets (in thousands).

~~Senior Secured~~ Notes to Unaudited Consolidated Financial Statements (Continued)

The following table sets forth information pertaining to the 2020 Notes which is included in the Company’s consolidated balance sheets (in thousands).

	Principal Amount of 2020 Notes		Debt Discount			Debt Issue Costs			Total 2020 Notes		2020 Notes Embedded Derivative			Total 2020 Notes and 2020 Notes Embedded Derivative
Balance - December 31, 2016	$	-	$	-		$	-		$	-	$	-		$	-
Issuance of 2020 Notes and related discounts and issue costs	$	16,492	$	(3,009	)	$	(792	)	$	12,691	$	6,975		$	19,666
Amortization of debt discount		-		265			-			265		-			265
Amortization of debt issue costs		-		-			70			70		-			70
Paid-in-kind interest		82		-			-			82		-			82
Change in fair value of 2020 Notes embedded derivative		-		-			-			-		(522	)		(522	)
Balance - September 30, 2017	$	16,574	$	(2,744	)	$	(722	)	$	13,108	$	6,453		$	19,561

On April 19, 2017, the Company entered into an Exchange and Purchase Agreement (the “Purchase Agreement”) with WB Gevo, LTD (the “Holder”) the holder of the 2017 Notes, which were issued under that certain Indenture dated as of June 6, 2014, by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee and as collateral trustee (as supplemented, the “2017 Notes Indenture”), and Whitebox Advisors LLC, in its capacity as representative of the Holder (“Whitebox”). Pursuant to the terms of the Purchase Agreement, the Holder, subject to certain conditions, including approval of the transaction by the Company’s stockholders (which was received on June 15, 2017), agreed to exchange all of the outstanding principal amount of the 2017 Notes for an equal principal amount of the 2020 Notes, plus an amount in cash equal to the accrued and unpaid interest (other than interest paid in kind) on the 2017 Notes (the “Exchange”). Pursuant to the Purchase Agreement, the Company also granted the Holder an option (the “Purchase Option”) to purchase up to an additional aggregate principal amount of $5.0 million of 2020 Notes (the “Option Notes”), at a purchase price equal to the aggregate principal amount of such Option Notes purchased, having identical terms (other than with respect to the issue date and restrictions on transfer relating to compliance with applicable securities law) to the 2020 Notes issued, at any time on or within ninety (90) days of the closing of the Exchange. The right to purchase Option Notes have expired as of September 30, 2017. On June 20, 2017, the Company completed the Exchange, terminated the 2017 Notes Indenture and cancelled the 2017 Notes. The Company recognized an approximately $4.0 million loss which has been recorded as loss on exchange or conversion of debt within the consolidated statements of operations.

The 2020 Notes will mature on March 15, 2020. The 2020 Notes bear interest at a rate equal to 12% per annum (with 2% potentially payable as PIK Interest (as defined and described below) at the Company’s option), payable on March 31, June 30, September 30, and December 31 of each year. Under certain circumstances, the Company has the option to pay a portion of the interest due on the 2020 Notes by either (a) increasing the principal amount of the 2020 Notes by the amount of interest then due or (b) issuing additional 2020 Notes with a principal amount equal to the amount of interest then due (interest paid in the manner set forth in (a) or (b) being referred to as “PIK Interest”). In the event the Company pays any portion of the interest due on the 2020 Notes as PIK Interest, the maximum aggregate principal amount of 2020 Notes that could be convertible into shares of the Company’s common stock will be increased. Additional shares of the Company’s common stock may also become issuable pursuant to the 2020 Notes in the event the Company is required to make certain make-whole payments as provided in the 2020 Notes Indenture.

The 2020 Notes are convertible into shares of the Company’s common stock, subject to certain terms and conditions. The initial conversion price of the 2020 Notes is equal to $0.7359 per share of common stock, or 1.3589 shares of common stock per $1 principal amount of 2020 Notes (the “Conversion Price”). In addition, upon certain equity financing transactions by the Company, the Holders will have a one-time right to reset the Conversion Price (the “Reset Provision”) (i) in the first ninety (90) days following the Exchange Date, at a 25% premium to the common stock price in the equity financing and (ii) after ninety (90) and to and including one hundred eighty (180) days following the closing of the Exchange, at a 35% premium to the common stock share price in the equity financing. Following an exercise of the Reset Provision, the Holders will also have a right to consent to certain equity financings by the Company during the one hundred eighty (180) days following the closing of the Exchange.

Each Holder has agreed not to convert its 2020 Notes into shares of Company common stock to the extent that, after giving effect to such conversion, the number of shares of common stock beneficially owned by such Holder and its affiliates would exceed 4.99% of Company common stock outstanding at the time of such conversion (the “4.99% Ownership Limitation”); provided that a Holder may, at its option and upon sixty-one (61) days’ prior notice to the Company, increase such threshold to 9.99% (the “9.99% Ownership Limitation”). If a conversion of 2020 Notes by Whitebox would exceed the 4.99% Ownership Limitation or the 9.99% Ownership Limitation, as applicable, the Purchase Agreement contains a provision granting the holder a fully funded prepaid warrant for such common stock with a term of nine months, subject to a 6 month extension, which it can draw down from time to time.

Other than as set forth in the Reset Provision, the 2020 Notes do not contain any anti-dilution adjustments for future equity issuances that are below the Conversion Price, and adjustments to the Conversion Price will only generally be made in the event that there is a dividend or distribution paid on shares of the Company’s common stock, a subdivision, combination or reclassification of the Company’s common stock, or at the discretion of the Board of Directors of the Company in limited circumstances and subject to certain conditions.

Under certain circumstances, we may file one or more registration statements on Form S-3 or amend filings in order to register shares of common stock for sale or resale, as necessary in connection with the 2020 notes.

In May 2014, the Company entered into a term loan agreement (the “Loan Agreement”) with the lenders party thereto from time to time (each, a “Lender” and collectively, the “Lenders”) and Whitebox Advisors, LLC, as administrative agent for the Lenders (“Whitebox”), with a maturity date of March 15, 2017, pursuant to which the Lenders committed to provide one or more senior secured term loans to the Company in an aggregate amount of up to approximately $31.1 million on the terms and conditions set forth in the Loan Agreement (collectively, the “Term Loan”). The first and only advance of the Term Loan in the amount of $22.8 million, net of discounts and issue costs of $1.6 million and $1.5 million, respectively, was made to the Company in May 2014. Also in May 2014, the Company and its subsidiaries entered into an Exchange and Purchase Agreement (the “Exchange and Purchase Agreement”) with WB Gevo, Ltd. and the other Lenders party thereto from time to time and Whitebox, in its capacity as administrative agent for the Lenders. Pursuant to the terms of the Exchange and Purchase Agreement, the Lenders were given the right, subject to certain conditions, to exchange all or a portion of the outstanding principal amount of the Term Loan for the Company’s 2017 Notes, which were convertible into shares of the Company’s common stock. While outstanding, the Term Loan bore an interest rate equal to 15% per annum, of which 5% was payable in cash and 10% was payable in kind and capitalized and added to the principal amount of the Term Loan.

In June 2014, ~~certain of~~ the ~~Company’s lenders~~Lenders exchanged ~~an aggregate of~~all $25.9 million of outstanding principal amount of ~~a term loan~~Term Loan for ~~10% convertible senior secured notes due~~ 2017 ~~(the “2017 Notes” and, together with the 2022~~ Notes, ~~the “Convertible Notes”),~~ together with accrued paid-in-kind interest of $0.2 million. The terms of the 2017 Notes ~~are~~were set forth in an indenture by and among the Company, its subsidiaries in their capacity as guarantors, and Wilmington Savings Fund Society, FSB, as trustee (the “2017 Notes Indenture”).

~~The~~On February 13, 2017, ~~Notes were originally set to mature on March 15, 2017. In February 2017, WB Gevo Ltd. (“Whitebox”), the holder of the 2017 Notes and~~ the Company ~~agreed to extend the maturity date to June 23, 2017~~and its subsidiaries, as guarantors, entered into an Tenth Supplemental Indenture (the ~~“2017 Note Extension Transaction”). The 2017 Notes have a conversion price (the “Conversion Price”~~“Tenth Supplemental Indenture”) equal to $344.83 per share or 0.0029 shares per $1 principal amount of 2017 Notes. Optional prepayment of the 2017 Notes is not permitted. In addition, the February 2017 Note Extension Transaction amended the interest rate applicablewith Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and Whitebox, relating to the 2017 Notes. The Tenth Supplemental Indenture amended the 2017 Notes ~~now bear interest at a rate equal~~Indenture to, ~~12% per annum, which is payable 6% in cash and, under certain circumstances, 6% in kind and capitalized and added to~~among other things, (i) extend the ~~principal amount~~maturity date of the 2017 ~~Notes.~~ Notes to June 23, 2017, (ii) increase the interest rate on the 2017 Notes from 10.0% to 12.0% per annum, and (iii) required the Company to pay down approximately $9.6 million in principal outstanding leaving the remaining principal balance of the 2017 Notes at approximately $16.5 million.

While the 2017 Notes ~~are~~were outstanding, the Company iswas required to maintain an interest reserve in an amount equal to 10% of the original outstanding principal amount of $26.1 million, to be adjusted on an annual basis. As of ~~March 31, 2017 and~~ December 31, 2016, there was a balance of $2.6 million in the interest reserve account. This amount iswas classified as restricted ~~deposits. On April 19,~~deposits until the second quarter of 2017.

As described above, on June 20, 2017, Whitebox and the Company agreed, among other things, to eliminate the requirement to maintain an interest reserve account, and the balance of the interest reserve account was transferred to an unrestricted account of the Company.

The 2017 Notes Indenture contains customary affirmative and negative covenants for agreements of this type and events of default, including, restrictions on disposing of certain assets, granting or otherwise allowing the imposition of a lien against certain assets, incurring certain amounts of additional indebtedness, making investments, acquiring or merging with another entity, and making dividends and other restricted payments, unless the Company receives the prior approval of the required holders. For the three months ended March 31, 2017 and the year ended December 31, 2016, the Company was in compliance with the covenants. The 2017 Notes Indenture also contains limitations on the ability of the holder to assign or otherwise transfer its interest in the 2017 Notes. The 2017 Notes are secured by a lien on substantially all of the assets of the Company and is guaranteed by Agri-Energy and Gevo Development (together, the “Guarantor Subsidiaries” or “Guarantors”). On June 6, 2014, in connection with the issuance of the 2017 Notes, the Company and the ~~Guarantor Subsidiaries entered into a Pledge and Security Agreement in favor of the collateral trustee. The collateral pledged includes substantially~~ Holder exchanged all of the assets of the Company and the Guarantor Subsidiaries, including intellectual property and real property. Agri-Energy has also entered into a mortgage with respect to the real property located in Luverne Minnesota.

~~The holders of the 2017 Notes may, at any time until the close of business on the business day immediately preceding the maturity date, convert the~~outstanding principal amount of the 2017 Notes ~~or any portion of such~~for an equal principal amount ~~which is~~of the 2020 Notes. As a result, at ~~least $1,000, into~~September 30, 2017, the outstanding principal amount of the 2017 Notes was zero.

shares of the Company’s common stock. Upon conversion of the 2017 Notes, the Company will deliver shares of common stock at a conversion rate of 0.0029 shares of common stock per $1.00 principal amount of the 2017 Notes (equivalent to a conversion price of approximately $344.83 per share of common stock). Such conversion rate is subject to adjustment in certain circumstances, including in the event that there is a dividend or distribution paid on shares of the common stock or a subdivision, combination or reclassification of the common stock. The Company also has the right to increase the conversion rate (i) by any amount for a period of at least 20 business days if the Company’s board of directors determines that such increase would be in the Company’s best interest or (ii) to avoid or diminish any income tax to holders of shares of common stock or rights to purchase shares of common stock in connection with any dividend or distribution. In addition, subject to certain conditions described herein, each holder who exercises its option to voluntarily convert its 2017 Notes will receive a make-whole payment in an amount equal to any unpaid interest that would otherwise have been payable on such 2017 Notes through the maturity date (a “Voluntary Conversion Make-Whole Payment”). Subject to certain limitations, the Company may pay any Voluntary Conversion Make-Whole Payments either in cash or in shares of common stock, at its election.

The Company has the right to require holders of the 2017 Notes to convert all or part of the 2017 Notes into shares of its common stock if the last reported sales price of the common stock over any 10 consecutive trading days equals or exceeds 150% of the applicable conversion price (a “Mandatory Conversion”). Each holder whose 2017 Notes are converted in a Mandatory Conversion will receive a make-whole payment for the converted notes in an amount equal to any unpaid interest that would have otherwise been payable on such 2017 Notes through the maturity date (a “Mandatory Conversion Make-Whole Payment”). Subject to certain limitations, the Company may pay any Mandatory Conversion Make-Whole Payments either in cash or in shares of common stock, at its election. The Company did not require any holders to convert in 2014, 2015 or 2016.

If a fundamental change of the Company occurs, the holders of 2017 Notes may require the Company to repurchase all or a portion of the 2017 Notes at a cash repurchase price equal to 100% of the principal amount of such 2017 Notes, plus accrued and unpaid interest, if any, through, but excluding, the repurchase date, plus a cash make-whole payment for the repurchased 2017 Notes in an amount equal to any unpaid interest that would otherwise have been payable on such convertible 2017 Notes through the maturity date. A fundamental change includes, among other things, the Company’s common stock ceasing to be listed on a national securities exchange.

On July 31, 2014, January 28, 2015, May 13, 2015, November 12, 2015, December 7, 2015, March 28, 2016, September 7, 2016 and February 13, 2017, we entered into amendments to the 2017 Notes Indenture to, among other things, permit the offering and issuance of additional warrants and the incurrence of indebtedness by us under such additional warrants. In connection with the November 12, 2015 amendments, we did not issue any warrants or incur any indebtedness.

On June 1, 2015, the Company entered into further amendments to the 2017 Notes Indenture to, among other things, permit (i) the execution, delivery, and performance of the FCStone Agreements (as defined below) and the related guaranty, (ii) the incurrence of indebtedness by the Company and Agri-Energy pursuant thereto and (iii) the making of the investments by the Company and Agri-Energy thereunder.

On August 22, 2015, the Company entered into further amendments to the 2017 Notes Indenture to, among other things, permit (i) the execution, delivery, and performance of the patent cross-license and settlement agreements with Butamax Advanced Biofuels LLC and (ii) the exchange of all or any portion of the 2022 Notes for common stock issued by the Company.

In connection with the transactions described above, the Company also entered into a Registration Rights Agreement, dated May 9, 2014 (the “Registration Rights Agreement”), pursuant to which the Company filed a registration statement on Form S-3 registering the resale of approximately 60,000 shares of the Company’s common stock which are issuable under the 2017 Notes. This registration statement was declared effective on July 25, 2014.

As part of the February 2017 Note Extension, the Company paid down approximately $9.6 million in principal outstanding on the 2017 Notes, leaving the remaining principal balance of the 2017 Notes at approximately $16.5 million.

The Company ~~has~~ elected the fair value option for accounting of the 2017 Notes in order for management to mitigate income statement volatility caused by measurement basis differences between the embedded instruments or to eliminate complexities of applying certain accounting models. Accordingly, the principal amount of 2017 Notes outstanding at ~~March 31, 2017 and~~ December 31, 2016 of ~~$16.5 million and~~ $26.1 million ~~respectively, has been~~was recorded at its estimated fair value of ~~$16.5 million and~~ $25.8 million, ~~respectively,~~ and is included in the 2017 Notes recorded at fair value on the consolidated balance sheets at ~~March 31, 2017 and~~ December 31, ~~2016 respectively.~~2016. Debt issuance costs of $1.5 million were expensed at issuance and a gain of $4.2 million has been recognized in subsequent periods in connection with the election of the fair value option. Change in the estimated fair value of the 2017 Notes represents an unrealized ~~loss~~gain included in gain (loss) from change in fair value of 2017 Notes in the consolidated statements of operations. The fair value of the 2017 Notes at the issuance date were equal to the net proceeds from the loan. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, the Company incurred cash interest expense of ~~$0.6~~$1.0 and $3.2 million, ~~and $0.7 million~~respectively related to the 2017 ~~Notes, respectively.~~Notes.

The following table sets forth the inputs to the lattice model that were used to value the 2017 Notes for which the fair value option was elected. As a result of the June 20, 2017 exchange of the 2017 Notes for the 2020 Notes, there is no longer any value attributed to the 2017 Notes at September 30, 2017.

The following table sets forth information pertaining to the 2017 Notes which is included in the Company’s consolidated balance sheets (in thousands).

Changes in certain inputs into the lattice model can have a significant impact on changes in the estimated fair value of the 2017 Notes. For example, the estimated fair value will generally decrease with: (1) a decline in the stock price; (2) decreases in the estimated stock volatility; and (3) a decrease in the estimated credit spread. The change in the estimated fair value of the 2017 Notes during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, represents an unrealized loss which has been recorded as a loss from change in fair value of 2017 Notes in the consolidated statements of operations.

~~See Note 13 –~~ ~~Subsequent Events,~~ ~~for a discussion of the restructuring of the 2017 Notes.~~

The following table sets forth information pertaining to the 2022 Notes which is included in the Company’s consolidated balance sheets (in thousands).

	Principal Amount of 2022 Notes			Debt Discount			Debt Issue Costs			Total			Principal Amount of 2022 Notes			Debt Discount			Debt Issue Costs			Total
Balance - December 31, 2016	$	9,575		$	(1,307	)	$	(47	)	$	8,221		$	9,575		$	(1,307	)	$	(47	)	$	8,221
Amortization of debt discount		-			77		$	-			77			-			149						149
Amortization of debt issue costs		-			-		$	3			3			-			-		$	6			6
Exchange of 2022 Notes		(8,400	)		-		$	-			(8,400	)		(9,060	)		-		$	-			(9,060	)
Write-off of debt discount and debt issue costs associated with extinguishment of debt		-			1,146		$	41			1,187						1,158		$	41			1,199
Balance - March 31, 2017	$	1,175		$	(84	)	$	(3	)	$	1,088

Balance - September 30, 2017													$	515		$	-		$	-		$	515

In July 2012, the Company sold $45.0 million in aggregate principal amount of 2022 Notes, ~~with~~for net proceeds of $40.9 million, after accounting for $2.7 million and $1.4 million of discounts and issue costs, respectively. The 2022 Notes bear interest at 7.5% which is to be paid semi-annually in arrears on January 1 and July 1 of each year. The 2022 Notes will mature on July 1, 2022, unless earlier repurchased, redeemed or converted. During the ~~three months~~nine-months ended ~~March 31,~~September 30, 2017 and 2016, ~~respectively,~~ the Company recorded ~~$0.08~~$0.2 million and ~~$1.1~~$3.3 million, respectively, of expense related to the amortization of debt discounts and issue costs, $1.2 million and ~~nil~~2.5 million, respectively, of expense related to the exchange of debt; and ~~$0.02~~$0.03 million and ~~$0.4~~$1.0 million, respectively, of interest expense related to the 2022 Notes. The amortization of debt issue costs, debt discounts and cash interest are included as a component of interest expense in the consolidated statements of operations. The Company amortizes debt discounts and debt issue costs associated with the 2022 Notes using an effective interest rate of 40% from the issuance date through July 1, 2017, a five-year period, which represents the date the holders can require the Company to repurchase the 2022 Notes.

The 2022 Notes are convertible at a conversion rate of 0.5856 shares of the Company’s common stock per $1,000 principal amount of 2022 Notes, subject to adjustment in certain circumstances as described in the Indenture. This is equivalent to a conversion price of approximately $1,707.65 per share of common stock. Holders may convert the 2022 Notes at any time prior to the close of business on the third business day immediately preceding the maturity date of July 1, 2022.

If a holder elects to convert its 2022 Notes prior to July 1, 2017, such holder shall be entitled to receive, in addition to the consideration upon conversion, a Coupon Make-Whole Payment. The Coupon Make-Whole Payment is equal to the sum of the present values of the number of semi-annual interest payments that would have been payable on the 2022 Notes that a holder has elected to convert from the last day through which interest was paid up to but excluding July 1, 2017, computed using a discount rate of 2%. The Company may pay any Coupon Make-Whole Payment either in cash or in shares of common stock at its election. If the Company elects to pay in common stock, the stock will be valued at 90% of the average of the daily volume weighted average prices of the Company’s common stock for the 10 trading days preceding the date of conversion. ~~In November 2015, we~~Prior to 2016, the Company converted $20.1 million in outstanding 2022 Notes in return for 28,978 shares of the Company’s common stock, of which, 7,331 represented amounts owed under the Coupon Make-Whole Payment. Additionally, the Company issued 55,392 shares of common stock to redeem 2,500 bonds at a face value of $1,000 per bond and reduce the liability of the 2022 Notes by $2.5 million. The net loss on the extinguishment of the 2022 Notes was $0.05 million. In February 2015, the Company issued 8,502 shares of common stock to convert 2,000 bonds at a face value of $1,000 per bond to reduce the liability of the 2022 Notes by $2.0 million. The net gain on the extinguishment of the 2022 Notes was $0.3 million. In September 2016, the Company issued 699,968 shares of common stock in exchange for the redemption of ~~$11.4~~$2.5 million of the 2022 Notes. ~~The net loss on~~

In the ~~extinguishment~~second half of ~~the 2022 Notes was $0.9 million. In December~~ 2016, the Company issued ~~251,832~~951,801 shares ~~of common stock~~ in exchange for the redemption of ~~$1.4~~$12.8 million ~~of the~~in outstanding 2022 Notes. ~~The net gain on~~In the ~~extinguishment~~first half of ~~the 2022 Notes was $0.1 million. In January~~ 2017, the Company issued ~~2,155,382~~2,982,053 shares ~~of common stock~~ in exchange for ~~the redemption of $8.4 million. The net~~$8.9 million in outstanding 2022 Notes, resulting in approximately $1.0 million loss on ~~extinguishment was $1.0 million.~~exchange of debt.

If a Make-Whole Fundamental Change (as defined in the 2022 Notes Indenture) occurs and a holder elects to convert its 2022 Notes prior to July 1, 2017, the conversion rate will increase based upon reference to the table set forth in Schedule A of the Indenture. In no event will the conversion rate increase to more than 0.6734 per $1,000 principal amount of 2022 Notes.

The Company ~~has~~had a provisional redemption right (“Provisional Redemption”) to redeem, at its option, all or any part of the 2022 Notes at a price payable in cash, beginning on July 1, 2015 and prior to July 1, 2017, provided that the Company’s common stock for

20 or more trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to the date of the redemption notice exceeds 150% of the conversion price for the 2022 Notes in effect on such trading day. On or after July 1, 2017, the Company ~~shall have~~has an optional redemption right (“Optional Redemption”) to redeem, at its option, all or any part of the 2022 Notes at a price payable in cash. The price payable in cash for the Optional Redemption or Provisional Redemption is equal to 100% of the principal amount of 2022 Notes redeemed plus any accrued and unpaid interest thereon through, but excluding, the repurchase date.

The holders of the 2022 Notes had a one-time option to require the Company to repurchase on July 1, 2017 (or on the first business day following such date), at a purchase price, payable in cash, equal to one hundred percent (100%) of the principal amount of any 2022 Notes to be so purchased, plus accrued and unpaid interest. Prior to July 1, 2017, certain holders of the 2022 Notes delivered notices to the trustee 2022 Notes requiring the repurchase of $175,000 principal amount of the 2022 Notes, plus accrued and unpaid interest, which was completed on July 3, 2017.

If there is an Event of Default (as defined in the 2022 Notes Indenture) under the 2022 Notes, the holders of not less than 25% in principal amount of the outstanding notes by notice to the Company and the trustee may, and the trustee at the request of such holders shall, declare the principal amount of all the ~~Outstanding~~outstanding 2022 Notes and accrued and unpaid interest thereon to be due and payable immediately. There have been no Events of Default as of ~~March 31,~~September 30, 2017.

~~Gevo~~The Company made capital contributions to Gevo Development of ~~$1.8~~$7.2 million and $12.3 million, respectively, during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and the year ended December 31, 2016.

The following table sets forth (in thousands) the net loss incurred by Gevo Development (including Agri-Energy after September 22, 2010, the closing date of the acquisition) which has been fully allocated to ~~Gevo, Inc.’s~~the Company’s capital contribution account based upon its capital contributions (for the period prior to September 2010) and 100% ownership (for the period after September 22, 2010).

The accounts of Agri-Energy are consolidated within Gevo Development as a wholly-owned subsidiary which is then consolidated into Gevo.

The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.

The following table sets forth the Company’s stock-based compensation expense (in thousands) for the periods indicated.

	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016		2017		2016
Stock options and employee stock purchase plan awards
Research and development	$	9	$	25	$	9	$	15	$	28	$	56
Selling, general and administrative		30		103		30		94		91		294

Restricted stock awards
Research and development		12		50		-		20		12		101
Selling, general and administrative		17		68		-		26		17		122

Restricted stock units
Research and development		18		13		18		13		53		27
Selling, general and administrative		42		99		41		102		122		212
Total stock-based compensation	$	128	$	358	$	98	$	270	$	323	$	812

Legal Matters. From time to time, ~~we have~~the Company has been and may again become involved in legal proceedings arising in the ordinary course of our business. ~~We are~~The Company is not presently a party to any litigation that we believe to be material and ~~we are~~is not aware of any pending or threatened litigation against usthe Company that ~~we believe~~it believes could have a material adverse effect on our business, operating results, financial condition or cash flows.

Leases. During the year ended December 31, 2012, the Company entered into a six-year software license agreement. The Company concluded that the software license agreement qualified as a capital lease. Accordingly, at ~~March 31,~~September 30, 2017 and December 31, 2016, the Company had capital lease liabilities of ~~$0.2~~$0 million and $0.1 million, respectively, included in accounts payable and accrued liabilities and other long-term liabilities on its consolidated balance sheets.

The Company has an operating lease for its office, research, and production facility in Englewood, Colorado with a term expiring in July 2021. The Company also maintains a corporate apartment in Colorado, which has a lease term expiring during the next 12 months. The Company has an operating lease for the rail cars used by Agri-Energy in Luverne, Minnesota.

Rent expense for the three and nine months ended ~~March 31,~~September 30, 2017 and September 30, 2016 was $0.4 million ~~$0.4~~and $1.2 million, respectively. ~~The Company recognizes rent expense on its operating leases on a straight-line basis.~~

The table below shows the future minimum payments under non-cancelable operating leases and ~~capital leases~~ at ~~March 31,~~September 30, 2017 (in thousands):

Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of ~~March 31,~~September 30, 2017 and December 31, 2016, the Company did not have any liabilities associated with indemnities.

Certain of the Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable, for which the carrying value on the Company’s balance sheet approximates their fair values due to the short maturities.

In addition, the Company, as permitted under Delaware law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable and the costs can be reasonably estimated. No environmental liabilities have been recorded as of ~~March 31,~~September 30, 2017 or December 31, 2016.

Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value.

Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities.

Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

Level 3 – inputs are unobservable and corroborated by little or no market data.

These tables present the carrying value and fair value, by fair value hierarchy, of our financial instruments, excluding cash and cash equivalents, accounts receivable and accounts payable at ~~March 31,~~September 30, 2017 and December 31, 2016, respectively (in thousands).

			Fair Value Measurements at March 31, 2017 (In thousands)								Fair Value Measurements at September 30, 2017 (In thousands)
	Fair Value at 3/31/2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at September 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring:
Derivative Warrant Liability	$	4,942	$	-	$	-	$	4,942	$	2,139	$	-	$	-	$	2,139
2017 Notes	$	16,492	$	-	$	-	$	16,492
2020 Embedded Derivative Liability										6,453		-		-		6,453
Total Recurring Fair Value Measurements	$	21,434	$	-	$	-	$	21,434	$	8,592	$	-	$	-	$	8,592


Nonrecurring
Corn and finished goods inventory	$	2,092	$	223	$	1,869	$	-		2,042		78		1,964	$	-
	$	2,092	$	223	$	1,869	$	-
Total Non-Recurring Fair Value Measurements									$	2,042	$	78	$	1,964	$	-


			Fair Value Measurements at December 31, 2016 (In thousands)								Fair Value Measurements at December 31, 2016 (In thousands)
	Fair Value at 12/31/2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring:
Derivative Warrant Liability	$	2,698	$	-	$	1,884	$	814	$	2,698	$	-	$	1,884	$	814
2017 Notes	$	25,769	$	-	$	-	$	25,769		25,769		-		-		25,769
Total Recurring Fair Value Measurements	$	28,467	$	-	$	1,884	$	26,583	$	28,467	$	-	$	1,884	$	26,583


Nonrecurring
Corn and finished goods inventory	$	1,327	$	108	$	1,219	$	-	$	1,327	$	108	$	1,219	$	-
	$	1,327	$	108	$	1,219	$	-
Total Non-Recurring Fair Value Measurements									$	1,327	$	108	$	1,219	$	-

The following table provides changes to those fair value measurements using Level 3 inputs for the ~~three~~nine months ended ~~March 31,~~September 30, 2017.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands)						Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands)
	Derivative Warrant Liability			2017 Notes			Derivative Warrant Liability			2017 Notes			2020 Notes Embedded Derivative
Opening Balance	$	814		$	25,769		$	814		$	25,769		$	-
Transfers into Level 3		1,884			-			1,884			-			-
Transfers out of Level 3		-			-			-			-			-
Total (gains) or losses for the period
Included in earnings		(3,259	)		339			(5,106	)		339			(522	)
Included in other comprehensive income		-			-			-			-			-
Purchases, issues, sales and settlements
Purchases		-			-			-			-			-
Issues		5,670			-			5,670			-			6,975
Sales		-			-			-			-			-
Settlements		(167	)		(9,616	)		(1,123	)		(26,108	)		-
Closing balance	$	4,942		$	16,492		$	2,139		$	-		$	6,453

Inventories. The Company records its corn inventory at fair value only when the Company’s cost of corn purchased exceeds the market value for corn. The Company determines the market value of corn and dry distiller’s grain based upon Level 1 inputs using quoted market prices. The Company records its ethanol, isobutanol and hydrocarbon inventory at market using Level 2 inputs.

2017 Notes. The Company ~~has~~had estimated the fair value of the 2017 Notes to be ~~$16.5 million and~~ $25.8 million at ~~March 31, 2017 and~~ December 31, 2016, ~~respectively,~~ utilizing a binomial lattice model. The Company derecognized the liability when it exchanged the 2017 Notes for the 2020 Notes on June 20, 2017. See Note 7, Debt, for fair value inputs used to estimate the fair value of the 2017 Notes and for additional disclosures on the 2017 Notes exchange.

2020 Notes. The Company has estimated the fair value of the 2020 Notes to be $13.5 million at June 20, 2017, the date the Company exchanged the 2017 Notes for the 2020 Notes, utilizing a binomial lattice model. The Company has elected to account for the 2020 Notes using the amortized cost method and reported at $13.1 million, net of debt discount and issuance costs at September 30, 2017.

2020 Notes Embedded Derivative. The Company had estimated the fair value of the embedded derivative on a stand-alone basis to be $6.5 million at September 30, 2017 based upon Level 3 inputs. See Note 5, Embedded Derivatives and Derivative Warrant Liabilities, for the fair value inputs used to estimate the fair value of the ~~2017 Notes.~~2020 Notes with and without the embedded derivative and the fair value of the embedded derivative.

2022 Notes Embedded Derivative. The Company had estimated the fair value of the embedded derivative on a stand-alone basis to be ~~$0.0~~$0 million at ~~March 31,~~September 30, 2017 and December 31, 2016, respectively, based upon Level 3 inputs. See Note 5, Embedded Derivatives and Derivative Warrant Liabilities, for the fair value inputs used to estimate the fair value of the 2022 Notes with and without the embedded derivative and the fair value of the embedded derivative. .

Derivative Warrant Liability. Prior to 2017, the Company estimated the fair value of the Series A, Series F and Series K warrants using a Monte-Carlo model (Level 3). For all other warrants the Company valued these using a standard Black-Scholes model (Level 2). However, beginning in the first quarter 2017, the Company valued the Series F and K using a Monte-Carlo model (Level 3) and other warrants using Black-Scholes models comprised of some inputs requiring the use of Monte-Carlo models (Level 3). During the third quarter of 2017, only the Series K warrants were valued using a Monte-Carlo model. The Company has estimated the fair value of the derivative warrant liability to be $2.1 million as of September 30, 2017.

While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

We have determined that we have two operating segments: (i) Gevo segment; and (ii) Gevo Development/Agri-Energy segment. We organize our business segments based on the nature of the products and services offered through each of our consolidated legal entities. Transactions between segments are eliminated in consolidation.

Gevo Segment. Our Gevo segment is responsible for all research and development activities related to the future production of isobutanol, including the development of our proprietary biocatalysts, the production and sale of biojet fuel, our retrofit process and the next generation of chemicals and biofuels that will be based on our isobutanol technology. Our Gevo segment also develops, maintains and protects our intellectual property portfolio, develops future markets for our isobutanol and provides corporate oversight services.

Gevo Development/Agri-Energy Segment. Our Gevo Development/Agri-Energy segment is currently responsible for the operation of our Luverne Facility and the production of ethanol, isobutanol and related products.

	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2017			2016
Revenues:
Gevo	$	90		$	505		$	279		$	537		$	1,028		$	1,958
Gevo Development / Agri-Energy		5,526			5,815			7,420			6,407			19,828			19,419
Consolidated	$	5,616		$	6,320		$	7,699		$	6,944		$	20,856		$	21,377

Loss from operations:
Gevo	$	(3,065	)	$	(2,307	)	$	(2,561	)	$	(2,732	)	$	(8,718	)	$	(7,596	)
Gevo Development / Agri-Energy		(4,117	)		(3,559	)		(2,552	)		(3,403	)		(9,756	)		(9,896	)
Consolidated	$	(7,182	)	$	(5,866	)	$	(5,113	)	$	(6,135	)	$	(18,474	)	$	(17,492	)

Interest expense:
Gevo	$	714		$	2,134		$	811		$	2,084		$	2,152		$	6,449
Gevo Development / Agri-Energy		-			17			-			16			-			48
Consolidated	$	714		$	2,151		$	811		$	2,100		$	2,152		$	6,497

Depreciation expense:
Gevo	$	137		$	168		$	111		$	255		$	375		$	588
Gevo Development / Agri-Energy		1,539			1,453			1,542			1,503			4,619			4,450
Consolidated	$	1,676		$	1,621		$	1,653		$	1,758		$	4,994		$	5,038

Acquisitions of plant, property and equipment:
Gevo	$	56		$	3		$	2		$	168		$	111		$	260
Gevo Development / Agri-Energy		617			2,244			324			507			1,206			5,260
Consolidated	$	673		$	2,247		$	326		$	675		$	1,317		$	5,520

On April 19, 2017, the Company entered into an Exchange and Purchase Agreement (the “Exchange Agreement”) with the holders of the 2017 Notes, and Whitebox Advisors LLC, in its capacity as representative of the holders (“Whitebox”), pursuant to which the holders, subject to certain conditions, agreed to exchange all of the outstanding principal amount of the 2017 Notes for an equal principal amount of the Company’s newly created 12% Convertible Senior Secured Notes due 2020 (the “2020 Notes”), plus an amount in cash equal to the accrued and unpaid interest (other than interest paid in kind) on the 2017 Notes (the “Exchange”).Pursuant to the Exchange Agreement, the Company also granted the Holders an option (the “Purchase Option”) to purchase up to an additional aggregate principal amount of $5.0 million of 2020 Notes (the “Option Notes”), at a purchase price equal to the aggregate principal amount of such Option Notes purchased, having identical terms (other than with respect to the issue date and restrictions on transfer relating to compliance with applicable securities law) to the 2020 Notes issued, at any time on or within ninety (90) days of the closing of the exchange contemplated by the Exchange Agreement.The exchange contemplated in the Exchange Agreement and the ultimate issuance of the 2020 Notes is conditioned on the approval by the Company’s stockholders of the potential issuance of 19.99% or more of the Company’s outstanding common stock upon the conversion of, or otherwise issuable in relation to, the 2020 Notes.

See Note 5 “~~The terms~~Embedded Derivatives and Derivative Warrant Liabilities” for disclosure of the 2020 Notes will be set forth in an indenture to be entered into prior to the initial issuance of 2020 Notes by and among the Company, certain subsidiary guarantors, and Wilmington Savings Fund Society, FSB, as trustee (the “2020 Notes Indenture”). ~~The key terms~~reduction of the ~~2020 Notes are as follows:~~

~~As noted above,~~ ~~the Exchange and the issuance of the 2020 Notes requires stockholder approval and will be voted on at the Company’s Annual Meeting of Stockholders scheduled for June 15,~~October 2017. A Current Report on Form 8-K was filed on April 20, 2017 with the U.S. Securities and Exchange Commission that includes a copy of the Exchange Agreement and 2020 Notes Indenture pursuant to which the 2020 Notes would be issued.

In addition, on April 19, 2017, the Company and its subsidiaries entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”) with Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite and Sole Holder, relating to the 2017 Notes. The Eleventh Supplemental Indenture amends the 2017 Notes to, among other things, (i) extend the maturity date of the 2017 Notes to provide that if the stockholder meeting of the Company to approve the potential issuance of 19.99% or more of the Company’s outstanding common stock upon the conversion of or otherwise issuable in relation to the 2020 Notes (the “Stockholder Meeting”) is adjourned or postponed pursuant to and in accordance with the Exchange Agreement, the maturity date shall be automatically extended to three (3) Business Days following the date of such adjourned or postponed Stockholder Meeting, but in no event beyond fourteen (14) days after June 23, 2017; (ii) upon consent of the Sole Holder, allow for the payoff of the 2022 Notes or exchange of the 2022 Notes for shares of Company common stock, and (iii) to eliminate the interest reserve account for the 2017 Notes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements. When used anywhere in this Quarterly Report on Form 10-Q (this “Report”), the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Such risks and uncertainties include those related to our ability to sell our products, our ability to ~~increase~~expand or continue production of isobutanol at our production facility in Luverne, Minnesota ~~the Luverne Facility,~~(the “Luverne Facility”), our ability to meet ~~guidance,~~ our ~~ability to obtain stockholder approval of the recapitalization transaction with Whitebox described below,~~production, financial and operational guidance, the continued listing of our common stock on The NASDAQ Capital Market, our ability and plans to construct a commercial hydrocarbon facility to produce alcohol-to-jet fuel (“ATJ”), our ability to raise additional funds to continue operations and/or expand the Luverne Facility, our ability to produce isobutanol, ~~at a profit,~~ achievement of advances in our technology platform, the success of our retrofit production model, additional competition and changes in economic conditions and those risks described in documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”), including this Report in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” our Annual Report on Form 10-K for the year ended December 31, 2016 (our “Annual Report”), and other reports that we have filed with the SEC. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We disclaim any undertaking to publicly update or revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Unless the context requires otherwise, in this Report the terms “we,” “us,” “our” and the “Company” refer to Gevo, Inc. and its ~~wholly owned or indirect subsidiaries, and their predecessors.~~subsidiaries.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our Annual Report.

On December 21, 2016, ~~the~~our Board of Directors ~~of the Company~~ approved a one-for-twenty reverse split of ~~the Company’s~~our common stock, par value $0.01 ~~at a ratio of one-for-twenty.~~per share. This reverse stock split became effective on January 5, 2017 and, unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.

On January 25, 2017, the Company announced that it received a letter from The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that it has regained compliance with the NASDAQ Capital Market’s minimum bid price continued listing requirement. The letter noted that as of January 20, 2017, the Company evidenced a closing bid price of its common stock in excess of the $1.00 minimum requirement for at least ten consecutive trading days. Accordingly, the Company has regained compliance with NASDAQ Marketplace Rule 5550(a) (2) and NASDAQ considers the matter closed.

We are a renewable chemicals and next generation biofuels company. We have developed proprietary technology that uses a combination of synthetic biology, metabolic engineering, chemistry and chemical engineering to focus primarily on the production of renewable isobutanol as well as related products from renewable feedstocks. Isobutanol is a four-carbon alcohol that can be sold directly for use as a specialty chemical in the production of solvents, paints and coatings or as a value-added gasoline blendstock. Isobutanol can also be converted into butenes using dehydration chemistry deployed in the refining and petrochemicals industries today. The convertibility of isobutanol into butenes is important because butenes are primary hydrocarbon building blocks used in the production of hydrocarbon fuels, including isooctane, isooctene and alcohol-to-jet-fuel (“ATJ”), as well as lubricants, polyester, rubber, plastics, fibers and other polymers. We believe that the products derived from isobutanol have potential applications in substantially all of the global hydrocarbon fuels markets and in approximately 40% of the global petrochemicals markets.

In order to produce and sell isobutanol made from renewable sources, we have developed the Gevo Integrated Fermentation Technology^® (“GIFT^®” ®”), an integrated technology platform for the efficient production and separation of renewable isobutanol. GIFT^® consists of two components, proprietary biocatalysts that convert sugars derived from multiple renewable feedstocks into isobutanol through fermentation, and a proprietary separation unit that is designed to continuously separate isobutanol during the fermentation process. We developed our technology platform to be compatible with the existing approximately 25 billion gallons per year (“BGPY”) of global operating ethanol production capacity, as estimated by the Renewable Fuels Association.

~~GIFT~~^®GIFT® is designed to permit (i) the retrofit of existing ethanol capacity to produce isobutanol, ethanol or both products simultaneously or (ii) the addition of renewable isobutanol or ethanol production capabilities to a facility’s existing ethanol production by adding additional fermentation capacity side-by-side with the facility’s existing ethanol fermentation capacity (collectively referred to as “Retrofit”). Having the flexibility to switch between the production of isobutanol and ethanol, or produce both products simultaneously, should allow us to optimize asset utilization and cash flows at a facility by taking advantage of fluctuations in market conditions. GIFT^® is also designed to allow relatively low capital expenditure Retrofits of existing ethanol facilities, enabling a relatively rapid route to isobutanol production from the fermentation of renewable feedstocks. Alternatively, GIFT^® can be deployed at a greenfield or brownfield site to produce isobutanol only. We believe that our production route will be cost-efficient, will enable relatively rapid deployment of our technology platform and allow our isobutanol and related renewable products to be economically competitive with many of the petroleum-based products used in the chemicals and fuels markets today.

On June 21, 2017, we received a letter from the staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) providing notification that, for the previous 30 consecutive business days, the bid price for our common stock had closed below the $1.00 per share minimum bid price requirement for continued listing under NASDAQ Listing Rule 5550(a)(2). The notice has no immediate effect on the listing of our common stock, and our common stock will continue to trade on the NASDAQ Capital Market under the symbol “GEVO.”

If we do not regain compliance with the minimum bid price requirement by December 18, 2017, we may be eligible for an additional 180 calendar day compliance period, provided that we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the NASDAQ Capital Market, with the exception of the minimum bid price requirement, and we would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, NASDAQ would notify us that our securities would be subject to delisting. In the event of such a notification, we may appeal the Staff’s determination to delist our securities, but there can be no assurance the Staff would grant our request for continued listing.

We intend to actively monitor the bid price of our common stock and its minimum market value of listed securities and will consider options available to us to achieve compliance with the NASDAQ listing rules. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other listing standards for the NASDAQ Capital Market.

We have established the following specific operational and financial targets and milestones for 2017:

~~As previously announced, on April 19, 2017,~~Management and the ~~Company entered into an Exchange~~Board of Directors are reviewing the Company’s strategic and ~~Purchase Agreement (the “Exchange Agreement”) with~~financial options. Management and the ~~holders~~Board of Directors are committed to exploring all strategic and financial options that are in the best interests of all of our stakeholders, including our stockholders, and that are designed to maximize the value of the ~~2017 Notes,~~Company. Specifically, management and ~~Whitebox Advisors LLC, in its capacity as representative~~the Board of Directors are exploring all options to improve the ~~holders (“Whitebox”), pursuant to which the holders, subject to certain conditions, agreed to exchange all of the outstanding principal amount of the 2017 Notes for an equal principal amount~~cash flow profile of the Company’s ~~newly created 12% Convertible Senior Secured Notes due 2020 (the “2020 Notes”), plus an amount~~business, including the Luverne Facility, to allow the Company sufficient time to develop the markets and customers for its renewable isobutanol and related hydro-carbon products.

We are currently engaged in discussions with several interested strategic parties regarding transactions or investments that would provide capital that would assist us in implementing our business development plans. There are no assurances that we will successfully complete such transactions or investments into the Company.

In line with our desire to improve the cash ~~equal~~flow profile of the Luverne Facility, we decided to reduce our employee base at the Luverne Facility in October 2017 to better match industry norms in terms of staffing levels necessary to produce solely ethanol at the plant. We do not believe that this staffing reduction will impact our ability to periodically return to the ~~accrued~~co-production of isobutanol and ~~unpaid interest (other than interest paid~~ethanol, as we expect to temporarily shift resources from our headquarters in ~~kind)~~Englewood, CO, to Luverne, MN, to make up for any shortfalls. We expect that this reduction in force, as well as the focus on ethanol production, will result in a significant decrease in controllable expenses at the ~~2017 Notes (the “Exchange”).Pursuant~~Luverne Facility.

In addition, we are currently reviewing other initiatives to improve the Exchange Agreement, the Company also granted the Holders an option (the “Purchase Option”) to purchase up to an additional aggregate principal amount of $5.0 million of 2020 Notes (the “Option Notes”), at a purchase price equal to the aggregate principal amount of such Option Notes purchased, having identical terms (other than with respect to the issue date and restrictions on transfer relating to compliance with applicable securities law) to the 2020 Notes issued, at any time on or within ninety (90) dayscash flow profile of the ~~closing of the exchange contemplated by the Exchange Agreement.The exchange contemplated~~Luverne Facility and our headquarter operations located in Englewood, Colorado, which we expect to undertake in the Exchange Agreement and the ultimate issuance of the 2020 Notes is conditioned on the approval by the Company’s stockholders of the potential issuance of 19.99% or more of the Company’s outstanding common stock upon the conversion of, or otherwise issuable in relation to, the 2020 Notes.

The terms of the 2020 Notes will be set forth in an indenture to be entered into prior to the initial issuance of 2020 Notes by and among the Company, certain subsidiary guarantors, and Wilmington Savings Fund Society, FSB, as trustee (the “2020 Notes Indenture”). ~~The key terms of the 2020 Notes are as follows:~~

As noted above, the Exchange and the issuance of the 2020 Notes requires stockholder approval and will be voted on at the Company’s Annual Meeting of Stockholders scheduled for June 15, 2017. A Current Report on Form 8-K was filed on April 20, 2017 with the SEC that includes a copy of the Exchange Agreement and the 2020 Notes Indenture pursuant to which the 2020 Notes would be issued.

In addition, on April 19, 2017, the Company and its subsidiaries entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”) with Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite and Sole Holder, relating to the 2017 Notes. The Eleventh Supplemental Indenture amends the 2017 Notes to, among other things, (i) extend the maturity date of the 2017 Notes to provide that if the stockholder meeting of the Company to approve the potential issuance of 19.99% or more of the Company’s outstanding common stock upon the conversion of, or otherwise issuable in relation to, the 2020 Notes (the “Stockholder Meeting”) is adjourned or postponed pursuant to and in accordance with the Exchange Agreement, the maturity date shall be automatically extended to three (3) Business Days following the date of such adjourned or postponed Stockholder Meeting, but in no event beyond fourteen (14) days after June 23, 2017; (ii) upon consent of the Sole Holder, allow for the payoff of the 2022 Notes or exchange of the 2022 Notes for shares of Company common stock, and (iii) to eliminate the interest reserve account for the 2017 Notes. On April 20, 2017, the interest reserve for the 2017 Notes was eliminated and the funds released for the benefit of the Company, resulting in an increase to the Company’s cash and cash equivalents by $2.6 million.near future.

We produced approximately 100,000 gallons of isobutanol at our Luverne Facility during the ~~first~~third quarter of 2017, and approximately 200,000 gallons thus far in 2017. Consistent with our ~~previous isobutanol~~Luverne Facility production guidance, our isobutanol production this quarter was focused on producing sufficient ~~quantities of isobutanol~~volumes to ~~meet immediate customer demand while also providing~~provide enough inventory to support ~~additional~~ market and customer development efforts in the ~~future.~~future, as well as continuing to optimize our technology to generate data that is expected to help us decrease our operating and capital costs associated with the Luverne Facility Expansion. Our current isobutanol production goals are not to maximize production, but rather to align such production with our isobutanol sales and technology efforts. As a result, during certain

periods of the ~~first~~third quarter of 2017, we only produced ethanol at the Luverne Facility. Given the Luverne Facility has only one production line suitable for isobutanol, our current isobutanol production costs are higher than our expected sales price. As a result, the cash flow profile of the Luverne Facility is improved by dedicating production to ethanol, rather than co-producing isobutanol and ethanol. In addition, the condition of two of our oldest fermentation vessels may limit our ability to co-produce isobutanol and ethanol (see the Luverne Facility Update section below). We do not expect to produce any more isobutanol during 2017. Going forward we expect our operating strategy will be to focus on the production of ethanol and to produce limited volumes of isobutanol until the completion of the Luverne Facility Expansion or until we have repaired or replaced one or both of two older fermentation vessels.

During the ~~first~~third quarter of 2017, we sold limited quantities of isobutanol and renewable hydrocarbons (ATJ, isooctane and isooctene). In the quarter, our isobutanol market development efforts were focused on gaining market acceptance in our core gasoline blendstock markets such as marinas and on-road gasoline fueling stations, while maintaining our targeted selling price. We continued to work with our distribution partners to make investments to develop end-customer relationships, as well as to establish value chains to deliver our isobutanol to those end-customers. We believe that gasoline end users such as boat owners and car owners remain interested in purchasing isobutanol containing gasoline because of the improved properties compared to ethanol containing gasoline. The demand for our isobutanol, in terms of the number of retail pumps selling isobutanol-blended finished gasoline in Houston and other markets, has grown rapidly during 2017. However, given the low number of pumps that were selling isobutanol-blended gasoline at the beginning of 2017, limited quantities of isobutanol have been sold during 2017. We expect that sales of our isobutanol will increase in 2018 as the markets for isobutanol-blended finished gasoline further develop.

Our market development efforts related to our renewable hydrocarbon products were mainly targeted towards entering into binding supply agreements to underpin the economics of the ~~expanded~~ Luverne Facility Expansion that we plan to construct. We have been in discussions with numerous potential ATJ and isooctane customers to enter into long term supply agreements, with a goal in

~~2017~~ of signing contracts representing the majority of the isobutanol production volumes to be produced at the expanded Luverne Facility. Currently, we are discussing or negotiating terms for long-term supply agreements with two large potential customers. There can be no assurances that these discussions or negotiations will result in definitive binding agreements

The current U.S. Presidential Administration (the “Administration”) and political environment have created significant uncertainty for the renewable fuels and chemicals markets, which have complicated our market development efforts. As an example, ~~in the first quarter of~~during 2017, uncertainties over the Administration’s decision-making related to the Environmental Protection Agency and the RFS resulted in a significant decline in the pricing of D6 RINs. RINs are serial numbers assigned to biofuels for the purpose of tracking their production, use and trading, as required under the RFS, and can be sold and traded, and as a result, carry a monetary value. Many of our isobutanol and hydrocarbon products generate RINs, so the economic proposition of our products to potential customers is impacted by fluctuations in RIN prices.

As we develop markets for our products, there will likely be a mismatch in timing between isobutanol production and sales. As a result, at times we will likely build isobutanol inventory levels. Currently, our alcohol storage capacity is limited at our Luverne Facility, and our isobutanol inventory, together with our ethanol inventory, may exceed such storage capacity. This will cause us to seek other forms of storage, such as railcars, customer sites or investing in additional storage capabilities which will require expenditures of additional capital. At ~~March 31,~~September 30, 2017, we had approximately ~~288,000~~350,000 gallons of isobutanol and approximately ~~52,000 million~~54,000 gallons of renewable hydrocarbons in inventory.

~~Also, during~~During the ~~first~~third quarter of 2017, we produced and sold approximately ~~3.4~~4.2 million and ~~3.3~~4.2 million gallons of ethanol, respectively.

We believe that the current configuration of the Luverne Facility, whereby we co-produce isobutanol and ethanol utilizing one fermenter for isobutanol production and three fermenters for ethanol production, will not enable us to become profitable on a consolidated basis. We believe that ~~the best way for us to~~we can become profitable ~~is to undertake~~by undertaking the Luverne Facility Expansion, whereby we would convert the Luverne Facility to the sole production of isobutanol, with some percentage of such isobutanol volumes to be further processed into hydrocarbons such as ATJ and isooctane. ~~The~~We believe the Luverne Facility represents the best site to expand our isobutanol production because it leverages the equipment we have already installed at the site, in particular our GIFT^® technology ~~system.~~system and due to the relatively low cost of corn available in the Luverne, MN, region.

We ~~are currently~~have been conducting engineering work to determine the potential production capacity of the Luverne Facility following the Luverne Facility Expansion, as well as the capital cost associated with the project. The ~~binding~~Supply Agreement, effective May 15, 2017, with HCS Holding GmbH, together with the supply ~~contracts, which~~agreements that we anticipate signing induring 2017 and 2018, are expected to form the basis on which we would set the specific configuration of the ~~plant~~Luverne Facility in terms of end product mix between isobutanol, ATJ and isooctane. Once this engineering work is completed, which we expect will be in the second half of 2017, we expect to be able to communicate publicly the estimated scale, configuration and capital cost for the Luverne Facility Expansion.

As previously disclosed, in September 2016, we entered into the Heads of Agreement with Lufthansa in September 2016. The terms of the Heads of Agreement contemplate Lufthansa purchasing up to 8 million gallons per year of ATJ fuel or up to 40 million gallons over the 5-year life of the proposed off-take agreement. The Heads of Agreement established a selling price that is expected to allow for an appropriate level of return on the capital required to build-out our first commercial scale hydrocarbons facility. The Heads of Agreement is non-binding and is subject to completion of a binding off-take agreement and other definitive documentation between Gevo and Lufthansa (collectively, the “Definitive Agreement”).

At the time we entered into the Heads of Agreement with Lufthansa, we expected to complete the Definitive Agreement within a few months. The delay in finalizing the definitive documentation is primarily due to Lufthansa’s desire to gain better clarity around (i) our expected timing for commencing the expansion of the Luverne Facility to produce the ATJ contemplated by the Heads of Agreement, (ii) the ultimate production mix to be produced at the expanded Luverne Facility, as well as the other customers who will offtake such production, (iii) completion of the repayment or restructuring of our debt obligations and (iv) the supply chain specifics to enable the delivery of ATJ from the Luverne Facility to the wing of an airplane at an airport. Currently, we are not negotiating the Definitive Agreement with Lufthansa as we work on resolving and providing Lufthansa with more clarity with respect to the aforementioned items.

There can be no assurances that we will ~~re-engage~~ultimately decide to undertake the Luverne Facility Expansion in ~~negotiations or enter into a definitive binding agreement with Lufthansa reflecting~~ the terms of the Heads of Agreement or have the ability to finance and successfully complete the build out of a commercial hydrocarbon facility and increase production of ATJ contemplated by the Heads of Agreement.future.

~~As part~~In the second quarter of ~~our most recent routine periodic maintenance,~~2017, we hired a ~~third party~~third-party engineering firm to test the structural integrity of ~~one~~two of our oldest fermentation vessels. ~~This~~These fermentation ~~vessel is~~vessels are fabricated from carbon steel and isare dedicated to ethanol production. ~~Testing determined~~Currently it is estimated that ~~this~~these two fermentation ~~vessel~~vessels likely ~~has~~have approximately ~~six~~two years and three months, respectively, of useful life remaining under the current operating strategy unless they are replaced or repaired. We believe that our ability to produce isobutanol will be significantly impacted if we are unable to use both of these fermentation vessels in production. Therefore, our future isobutanol production will be limited to three additional months of operation until the fermentation vessel that is estimated to have three months of useful life is repaired or replaced.

As part of our overall operating strategy, we are currently ~~operating a second carbon steel fermentation vessel which is also dedicated~~evaluating whether to ~~ethanol production. While we believe that this second fermentation vessel has a useful life longer than six months, we are hiring~~repair or replace the ~~same third party engineering firm to test the structural integrity of this fermentation vessel and to estimate its actual useful life. We are currently exploring options to extend the life of these~~ two ~~fermentation vessels. The options we are exploring include making repairs to the~~ affected fermentation vessels, ~~changing~~including the ~~manner in which we run the Luverne Facility to effectively extend the life~~timing of ~~the affected fermentation vessels and constructing one~~such repairs or ~~more new fermentation vessels to replace the affected fermentation vessels.~~replacement. Depending on the outcome of the evaluation, ~~of these options and/or the implementation of one or more options to extend the life of the affected fermentation vessels,~~ it is possible that the condition of the two affected fermentation vessels could force us to cease isobutanol production or to completely cease all production activities at the Luverne Facility for an extended period of time.

Financial Condition. For the three months ended ~~March 31,~~September 30, 2017 and 2016, ~~the Company~~we incurred a consolidated net loss of ~~$5.9~~$4.2 million and ~~$3.6~~ $9.8million, respectively, and had an accumulated deficit of ~~$382.6~~$397.0 million at ~~March 31,~~September 30, 2017. ~~The Company’s~~Our cash and cash equivalents at ~~March 31,~~September 30, 2017 totaled ~~$20.4~~ $14.8million ~~which will~~and are expected to be used for the following purposes: (i) operating activities of the Luverne Facility; (ii) operating activities at ~~the Company’s~~our corporate headquarters in Colorado, including research and development work; (iii) capital improvements primarily associated with the Luverne ~~Facility;~~Facility, including costs associated with the Luverne expansion; (iv) costs associated with optimizing isobutanol production technology; (v) exploration of ~~restructuring,~~ strategic alternatives and new financings; and (vi) debt service and repayment obligations.

~~The Company expects~~We expect to incur future net losses as ~~it continues~~we continue to fund the development and commercialization of ~~its~~our product candidates. To date, ~~the Company has~~we have financed ~~its~~our operations primarily with proceeds from multiple sales of equity and debt securities, borrowings under debt facilities and product sales. ~~The Company expects~~We expect to incur future net losses as ~~it continues~~we continue to fund the development and commercialization of ~~its~~our product candidates. ~~The Company’s~~Our transition to profitability is dependent upon, among other things, the successful development and commercialization of ~~its~~our product candidates, ~~and~~ the achievement of a level of revenues adequate to support our cost structure and the ~~Company’s cost structure. The Company~~retrofit of our Luverne Facility. We may never achieve profitability or positive cash flows, and unless and until ~~it does, the Company~~we do, we will continue to need to raise additional cash. ~~Management intends~~

We intend to fund future operations through additional private and/or public offerings of debt or equity securities. In addition, ~~the Company may seek~~we are seeking additional capital through arrangements with strategic partners orand from other sources, ~~it may seek to restructure its secured debt~~ and ~~it will~~we continue to address ~~its~~our cost structure. ~~Notwithstanding, there~~There can be no assurance that ~~the Company~~we will be able to raise additional funds, or achieve or sustain profitability or positive cash flows from operations. ~~Based on~~

As at the ~~Company’s current operating plan,~~date of our last audited financial statements, existing working capital ~~at March 31, 2017~~ was not sufficient to meet the cash requirements to fund planned operations through the period that is one year after the date ~~the Company’s~~our 2016 year-end financial statements were ~~issued unless the Company is able to restructure and extend its debt obligations and/or raise additional capital to fund operations.~~issued. These conditions raise substantial doubt about ~~the Company’s~~our ability to continue as a going ~~concern at March 31, 2017. The Company’s~~concern. Our inability to continue as a going concern may potentially affect ~~the Company’s~~our rights and obligations under its outstanding convertible notes. The accompanying financial statements have been prepared assuming that ~~the Company~~we will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of ~~the Company’s~~our assets and the satisfaction of liabilities in the normal course of business.

~~Our t~~ransition to profitability is dependent upon, among other things, the successful development and commercialization of our products and product candidates, the achievement of a level of revenues adequate to support our existing cost structure and the repayment or restructuring of our debt obligations. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise additional capital. We intend to fund future operations through additional private and/or public offerings of debt or equity securities. In addition, we may seek additional capital through arrangements with strategic partners or from other sources, may seek to restructure our debt and we will continue to address our cost structure. We intend to continue to explore various financing alternatives to improve our capital structure, including reducing debt and extending maturities. These efforts may include investments from a strategic partner, new equity or debt financings or exchange offers with our existing debt holders (including exchanges of debt for debt or equity securities) and other transactions involving our outstanding debt securities.

Notwithstanding, there can be no assurance that we will be able to raise additional funds, successfully complete a restructuring transaction on acceptable terms or at all, or achieve or sustain profitability or positive cash flows from operations.

Comparison of the Three Months ~~ended March 31,~~Ended September 30, 2017 and 2016

	Three Months Ended March 31,									Three Months Ended September 30,
(in thousands)	2017			2016			Change			2017			2016			Change
Revenue and cost of goods sold
Ethanol sales and related products, net	$	5,494		$	5,757		$	(263	)	$	7,376		$	6,363		$	1,013
Hydrocarbon revenue		90			298			(208	)		235			451			(216	)
Grant and other revenue		32			265			(233	)		88			130			(42	)
Total revenues		5,616			6,320			(704	)		7,699			6,944			755

Cost of goods sold		9,408			9,223			185			9,709			9,650			59

Gross loss		(3,792	)		(2,903	)		(889	)		(2,010	)		(2,706	)		696

Operating expenses
Research and development expense		1,217			1,044			173			1,210			1,156			54
Selling, general and administrative expense		2,173			1,919			254			1,893			2,273			(380	)
Total operating expenses		3,390			2,963			427			3,103			3,429			(326	)

Loss from operations		(7,182	)		(5,866	)		(1,316	)		(5,113	)		(6,135	)		1,022

Other (expense) income
Interest expense		(713	)		(2,151	)		1,438			(811	)		(2,100	)		1,289
(Loss) on exchange or conversion of debt		(964	)		-			(964	)
(Loss) on exchange of debt											-			(920	)		920
Gain on extinguishment of warrant liability											-			5			(5	)
(Loss) from change in fair value of the 2017 Notes		(339	)		(836	)		497			-			(1,854	)		1,854
Gain from change in fair value of derivative warrant liability		3,258			5,248			(1,990	)
Other income		6			-			6
(Loss)/Gain from change in fair value of derivative warrant liability											(413	)		1,154			(1,567	)
Gain from change in fair value of 2020 notes embedded derivative											2,184			-			2,184
Other income / (expense)											-			1			(1	)
Total other expense, net		1,248			2,261			(1,013	)		960			(3,714	)		4,674

Net loss	$	(5,934	)	$	(3,605	)	$	(2,329	)	$	(4,153	)	$	(9,849	)	$	5,696

Revenues. Revenue associated with the sale of ethanol, as well as isobutanol and related products for the three months ended ~~March 31,~~September 30, 2017 was ~~$5.5~~$7.4 million, ~~a decrease~~an increase of ~~$0.3~~$1.0 million from the three months ended ~~March 31,~~September 30, 2016. This ~~decrease~~increase was primarily a result of ~~lower~~increased ethanol ~~production~~ and distiller grain sales, as well as increased ethanol prices. During the three months ended ~~March 31,~~September 30, 2017, we sold ~~3.3~~4.2 million gallons of ethanol compared to ~~3.8~~3.7 million gallons of ethanol sold in the three months ended ~~March 31,~~September 30, 2016. Hydrocarbon revenue decreased during the three months ended ~~March 31,~~September 30, 2017 primarily as a result of lower shipments of finished products from our demonstration plant located at the South Hampton Resources, Inc. facility near Houston, Texas (the “South Hampton Facility”). Hydrocarbon revenues are comprised of ~~jet fuel,~~ATJ, isooctane and isooctene sales. Grant and other revenue was ~~$32,000~~$88k during the three months ended ~~March 31,~~September 30, 2017, down ~~$0.2~~less than $0.1 million as compared to the same period ~~in 2016, primarily as a result of Gevo’s contract with the Northwest Advanced Renewables Alliances ending~~ in 2016.

Cost of goods sold. Cost of goods sold was ~~$9.4~~$9.7 million during the three months ended ~~March 31,~~September 30, 2017, compared with ~~$9.2~~$9.7 for the same quarter in 2016. Cost of goods sold in the 2017 period included approximately ~~$7.9~~$8.2 million associated with the production of ethanol, isobutanol and related products and approximately $1.5 million in depreciation expense.

Research and development expense. Research and development expense increased by approximately ~~$0.2~~$0.1 million during the three months ended ~~March 31,~~September 30, 2017, compared with the same quarter in 2016, due primarily to an increase in employee related expenses.

Selling, general and administrative expense. Selling, general and administrative expense ~~increased~~decreased by approximately ~~$0.3~~$0.4 million during the three months ended ~~March 31,~~September 30, 2017, compared with the same quarter in 2016, due primarily to a decrease in legal expenses.

Interest expense. Interest expense in the third quarter of 2017 was $0.8 million, a decrease of $1.3 million over the same quarter last year, due to a decrease in outstanding debt obligations.

(Loss)/Gain from change in fair value of derivative warrant liability. During the three months ended September 30, 2017, the Company incurred a $0.4 million loss on changes in the fair value of the derivative warrant liability, primarily as a result of the repricing a portion of the Series M warrants at a lower strike price.

(Loss) from change in fair value of the 2020 notes embedded derivative. During the three months ended September 30, 2017, the estimated fair value of the 2020 notes embedded derivative liability decreased, resulting in a non-cash gain of $2.2 million primarily due to the decrease in the price of the Company’s stock from June 30, 2017.

	Nine Months Ended September 30,
	2017			2016			Change
Revenue and cost of goods sold
Ethanol sales and related products, net	$	19,709		$	19,288		$	421
Hydrocarbon revenue		984			1,462			(478	)
Grant and other revenue		163			627			(464	)
Total revenues		20,856			21,377			(521	)

Cost of goods sold		28,822			28,862			(40	)

Gross loss		(7,966	)		(7,485	)		(481	)

Operating expenses
Research and development expense		4,318			3,670			648
Selling, general and administrative expense		6,190			6,337			(147	)
Total operating expenses		10,508			10,007			501

Loss from operations		(18,474	)		(17,492	)		(982	)

Other (expense) income
Interest expense		(2,152	)		(6,497	)		4,345
(Loss) on exchange of debt		(4,933	)		(920	)		(4,013	)
(Loss) on extinguishment of warrant liability		-			(918	)		918
(Loss) from change in fair value of the 2017 Notes		(339	)		(3,629	)		3,290
(Loss)/Gain from change in fair value of derivative warrant liability		5,106			(4,171	)		9,277
Gain from change in fair value of 2020 notes embedded derivative		522			-			522
(Loss) on issuance of equity		-			(1,519	)		1,519
Other income / (expense)		26			207			(181	)
Total other expense, net		(1,770	)		(17,447	)		15,677

Net loss	$	(20,244	)	$	(34,939	)	$	14,695

Revenues. Revenue associated with the sale of ethanol, as well as isobutanol and related products for the nine months ended September 30, 2017 was $19.7 million, an increase of $0.4 million from the nine months ended September 30, 2016. This increase was primarily a result of higher ethanol sales and prices. During the nine months ended September 30, 2017, we sold 11.5 million gallons of ethanol compared to 11.4 million gallons of ethanol sold in the nine months ended September 30, 2016. Hydrocarbon revenue decreased during the nine months ended September 30, 2017 primarily as a result of lower shipments of finished products from our demonstration plant located at the South Hampton Facility. Hydrocarbon revenues are comprised of ATJ, isooctane and isooctene sales. Grant and other revenue was $0.2 million during the nine months ended September 30, 2017, down $0.5 million on as compared to the same period in 2016, primarily as a result of the Company’s contract with the Northwest Advanced Renewables Alliances ending in 2016.

Cost of goods sold. Cost of goods sold was $28.8 million during the nine months ended September 30, 2017, compared with $28.9 for the same quarter in 2016. Cost of goods sold in the 2017 period included approximately $24.2 million associated with the production of ethanol, isobutanol and related products and approximately $4.6 million in depreciation expense.

Research and development expense. Research and development expense increased by approximately $0.6 million during the nine months ended September 30, 2017, compared with the same quarter in 2016, due primarily to an increase in employee related expenses and costs associated with the South Hampton facility.

Selling, general and administrative expense. Selling, general and administrative expense decreased by approximately $0.1 million during the nine months ended September 30, 2017, compared with the same quarter in 2016, due primarily to a decrease in legal expenses.

Interest expense. Interest expense in the ~~first~~third quarter of 2017 was ~~$0.7~~$2.2 million, which was a decrease of ~~$1.4~~$4.3 million over the same quarter last year, due to a due to a decrease in outstanding ~~principle balances for both our 2017 and 2022 Notes.~~debt obligations.

(Loss)~~/Gain~~ on exchange ~~or conversion~~ of debt. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, we incurred a ~~$1.0~~$4.9 million loss as a result of a $4.0 million loss on the exchange of the 2017 Notes for the 2020 Notes and a $0.9 million loss resulting from exchanging ~~an aggregate of $8.4 million of principal amount of~~the 2022 Notes for ~~an aggregate approximately 2.1 million shares of~~the Company’s common stock.

(Loss) from change in fair value of the 2017 Notes. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, we incurred a non-cash loss of $0.3 million during the first quarter of 2017 due to the quarterly mark-to-market valuation of the 2017 Notes.

(Loss)/Gain from change in fair value of derivative warrant liability. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, the estimated fair value of the derivative warrant liability decreased, ~~by $3.3 million,~~ resulting in a non-cash gain from change in fair value of derivative warrant liability of $5.1 million, primarily associated with the decrease in the price of ~~Gevo’s~~the Company’s common ~~stock~~stock.

Gain from change in fair value of the 2020 notes embedded derivative. During the nine months ended September 30, 2017, the estimated fair value of the 2020 notes embedded derivative liability decreased, resulting in a non-cash gain of $0.5 million primarily due to the decrease in the ~~quarter.~~price of the Company’s stock from the June 20, 2017 issuance of the 2020 Notes in exchange for the 2017 Notes to September 30, 2017.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, we generated revenue from: (i) the sale of ethanol, isobutanol and related products; (ii) hydrocarbon sales consisting primarily of the sale of ATJ fuel, isooctane and isooctene derived from our isobutanol for purposes of certification and testing; and (iii) government grants and research and development programs.

Cost of goods sold during the three months ended ~~March 31,~~September 30, 2017 and 2016 primarily includes costs directly associated with isobutanol production and ethanol production at the Luverne Facility, such as costs for direct materials, direct labor, depreciation, other operating costs and certain plant overhead costs. Direct materials include corn feedstock, denaturant and process chemicals. Direct labor includes compensation of personnel directly involved in production operations at the Luverne Facility. Other operating costs include utilities and natural gas usage.

Our research and development costs consist of expenses incurred to identify, develop and test our technologies for the production of isobutanol and the development of downstream applications thereof. Research and development expenses include personnel costs (including stock-based compensation), consultants and related contract research, facility costs, supplies, depreciation and amortization expense on property, plant and equipment used in product development, license fees paid to third parties for use of their intellectual property and patent rights and other overhead expenses incurred to support our research and development programs. Research and development expenses also include upfront fees and milestone payments made under licensing agreements and payments for sponsored research and university research gifts to support research at academic institutions.

Selling, general and administrative expenses consist of personnel costs (including stock-based compensation), consulting and service provider expenses (including patent counsel-related costs), legal fees, marketing costs, corporate insurance costs, occupancy-related costs, depreciation and amortization expenses on property, plant and equipment not used in our product development programs or recorded in cost of goods sold, travel and relocation and hiring expenses.

We also record selling, general and administrative expenses for the operations of the Luverne Facility that include administrative and oversight expenses, certain personnel-related expenses, insurance and other operating expenses.

Our independent auditor included “going-concern” language in our audited financial statements for the year-ended December 31, 2016. For more information, see the section above entitled “Financial Condition.”

Since our inception in 2005, we have devoted most of our cash resources to manufacturing, research and development, defense of intellectual property and selling, general and administrative activities related to the commercialization of isobutanol, as well as

related products from renewable feedstocks. We have incurred losses since inception and expect to incur losses through at least the remainder of ~~2016~~2017 and likely beyond. To date, we have financed our operations primarily with proceeds from multiple sales of equity and debt securities, borrowings under debt facilities and product sales.

The continued operation of our business, including the Luverne Facility Expansion, is dependent upon ~~restructuring of the 2017 Notes and~~ raising additional capital through future public and private equity offerings, debt financings or through other alternative financing arrangements. In addition, successful completion of our research and development programs and the attainment of profitable operations are dependent upon future events, including access to sufficient capital, repayment ~~or restructuring~~ of our current debt, completion of our development activities resulting in sales of isobutanol or isobutanol-derived products and/or technology, achieving market acceptance and demand for our products and services and attracting and retaining qualified personnel. Such additional capital may not be available to us on acceptable terms or at all.

As of ~~March 31,~~September 30, 2017, we had an accumulated deficit of ~~$382.6~~$397.0 million with cash and cash equivalents totaling ~~$20.4~~$14.8 million.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

Our primary uses of cash from operating activities are personnel-related expenses, research and development-related expenses which include costs incurred under development agreements; costs and expenses for the production of isobutanol, ethanol and related products; logistics costs; costs associated with further processing of isobutanol and costs associated with the operation of the ~~hydrocarbon demonstration production facility located in Silsbee, Texas.~~South Hampton Facility and debt service payments.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, we used ~~$8.0~~$16.5 million in cash from operating activities primarily resulting from a net loss of ~~$5.9~~$20.2 million, ~~increased~~a $1.7 million increase in working capital ~~of $2.0 million~~ and ~~$0.04~~offset by a $5.5 million in non-cash ~~gains.~~charges.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, we used ~~$0.7~~$1.7 million in cash from investing activities related primarily to capital expenditures at our Luverne Facility.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, we accumulated ~~$1.2~~$5.0 million associated with financing activities, primarily from the $11.0 million raised in a public offering in February 2017, the release of restricted cash deposits held as collateral for the

2017 Notes and proceeds of $2.2 million from the exercise of 3.65 million of our warrants, partially offset by the pay down of approximately ~~$9.6~~$9.8 million in principal on the 2017 Notes in February ~~2017.~~ 2017 and approximately $1.1 million in costs associated with financing transactions.

~~In June 2014, certain of~~On April 19, 2017, we entered into the ~~Company’s lenders exchanged an aggregate of $25.9 million of outstanding principal amount of a term loan for~~Purchase Agreement with the 2017 Notes, together with accrued paid-in-kind interest of $0.2 million. The terms of the 2017 Notes are set forth in an indenture by and among the Company, its subsidiaries in their capacity as guarantors, and Wilmington Savings Fund Society, FSB, as trustee (the “2017 Notes Indenture”).

~~The 2017 Notes were originally set to mature on March 15, 2017. In February 2017, WB Gevo Ltd., the holder~~Holder of the 2017 Notes, and Whitebox Advisors LLC, in its capacity as representative of the ~~Company~~Holder (“Whitebox”). Pursuant to the terms of the Purchase Agreement, the Holder, subject to certain conditions, including approval of the transaction by our stockholders (which was received on June 15, 2017), agreed to ~~extend~~exchange all of the ~~maturity date to June 23, 2017 (the “2017 Note Extension Transaction”). The 2017 Notes have a conversion price equal to $344.83 per share or .0029 shares per $1~~outstanding principal amount of 2017 Notes. The 2017 Notes do not contain any rights to anti-dilution adjustments for future equity issuances that are below the conversion price, and adjustments to the conversion price would be made only in the event that (i) there is a dividend or distribution paid on shares of our common stock or (ii) there is a subdivision, combination or reclassification of such common stock. Optional prepayment of the 2017 Notes ~~is not permitted.~~

for an equal principal amount of our newly created 2020 Notes, plus an amount in cash equal to the accrued and unpaid interest (other than interest paid in kind) on the 2017 Notes (the “Exchange”). Pursuant to the Purchase Agreement, we also granted the Holder an option (the “Purchase Option”) to purchase up to an additional aggregate principal amount of $5.0 million of 2020 Notes (the “Option Notes”), at a purchase price equal to the aggregate principal amount of such Option Notes purchased, having identical terms (other than with respect to the issue date and restrictions on transfer relating to compliance with applicable securities law) to the 2020 Notes issued, at any time on or within ninety (90) days of the closing of the Exchange. The Option Notes expired during the third-quarter ended September 30, 2017. As noted above, on June 20, 2017, ~~Note Extension amended~~we completed the ~~interest rate applicable to~~Exchange, terminated the 2017 Notes Indenture and cancelled the 2017 Notes. As of September 30, 2017, the outstanding principal on the 2020 Notes was $16.5 million.

The ~~2017~~2020 Notes ~~now~~will mature on March 15, 2020. The 2020 Notes bear interest at a rate equal to 12% per annum ~~which is~~(with 2% potentially payable ~~under~~as PIK Interest (as defined and described below) at our option), payable on March 31, June 30, September 30, and December 31 of each year. Under certain circumstances, ~~6% in cash and 6% in kind and capitalized and added~~we have the option to pay a portion of the

interest due on the 2020 Notes by either (a) increasing the principal amount of the 2020 Notes by the amount of interest then due or (b) issuing additional 2020 Notes with a principal amount equal to the amount of interest then due (interest paid in the manner set forth in (a) or (b) being referred to as “PIK Interest”).

The 2020 Notes are convertible into shares of our common stock, subject to certain terms and conditions. The initial conversion price of the 2020 Notes is equal to $0.7359 per share of common stock, or 1.3589 shares of common stock per $1 principal amount of 2020 Notes (the “Conversion Price”). In addition, upon certain equity financing transactions by us, the Holders will have a one-time right to reset the Conversion Price (the “Reset Provision”) (i) in the first ninety (90) days following the Exchange Date, at a 25% premium to the common stock price in the equity financing and (ii) after ninety (90) and to and including one hundred eighty (180) days following the closing of the Exchange, at a 35% premium to the common stock share price in the equity financing. Following an exercise of the Reset Provision, the Holders will also have a right to consent to certain equity financings by us during the one hundred eighty (180) days following the closing of the Exchange.

See Note 7, Debt, to our consolidated financial statements included herein for further discussion of the 2020 Notes.

On April 19, 2017, we and our subsidiaries, as guarantors, entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”) with Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and Whitebox, relating to the 2017 Notes. The Eleventh Supplemental Indenture amended the 2017 Notes ~~(otherwise~~Indenture to, among other things, (i) extend the ~~full 12% is payable~~maturity date of the 2017 Notes to June 23, 2017, (ii) increase the interest rate on the 2017 Notes from 10.0% to 12.0% per annum, and (iii) required us to pay down approximately $9.6 million in ~~cash).~~ principal outstanding leaving the remaining principal balance of the 2017 Notes at approximately $16.5 million.

While the 2017 Notes ~~are~~were outstanding, we ~~are~~were required to maintain an interest reserve in an amount equal to 10% of the original outstanding principal amount of $26.1 million, to be adjusted on an annual basis. As of ~~March 31, 2016 and~~ December 31, 2016, there was a balance of $2.6 million in the interest reserve account. This amount iswas classified as restricted deposits. On April 19, 2017, Whitebox and the Company agreed to, among other things, eliminate the requirement to maintain an interest reserve account, and the balance of interest reserve account was transferred to an unrestricted account of the Company.

The 2017 Notes Indenture contains customary affirmative and negative covenants and events of default, including, without limitation, disposing of certain assets, granting or otherwise allowing the imposition of a lien against certain assets, incurring certain amounts of additional indebtedness, making investments, acquiring or merging with another entity, and making dividends and other restricted payments, unless we receive the prior approval of the Lenders. The 2017 Notes Indenture also contains limitations on the ability of the holder to assign or otherwise transfer its interest in the 2017 Notes. The 2017 Notes are secured by a lien on substantially all of our assets and is guaranteed by Agri-Energy, LLC (“Agri-Energy”) and Gevo Development, LLC (“Gevo Development”; together, the “Guarantor Subsidiaries” or “Guarantors”). On June 6, 2014, in connection with the issuance of the 2017 Notes, we entered into a Pledge and Security Agreement in favor of the collateral trustee. The collateral pledged includes substantially all of the assets of the Company and the Guarantor Subsidiaries, including intellectual property and real property. Agri-Energy$2.6 million has ~~also entered into a mortgage with respect to the real property located in Luverne, Minnesota.~~

The holders of the 2017 Notes may, at any time until the close of business on the business day immediately preceding the maturity date, convert the principal amount of the 2017 Notes, or any portion of such principal amount which is at least $1,000, into shares of our common stock. Upon conversion of the 2017 Notes, we will deliver shares of common stock at an initial conversion rate of 0.0029 shares of common stock per $1 principal amount of the 2017 Notes (equivalent to an initial conversion price of approximately $344.83 per share of common stock). Such conversion rate is subject to adjustment in certain circumstances, including in the event that there is a dividend or distribution paid on shares of the common stock or a subdivision, combination or reclassification of the common stock. We also have the right to (i) increase the conversion rate by any amount for a period of at least 20 business days if our board of directors determines that such increase would be in our best interest or (ii) to avoid or diminish any income tax to holders of shares of common stock or rights to purchase shares of common stock in connection with any dividend or distribution. In addition, subject to certain conditions described herein, each holder who exercises its option to voluntarily convert its 2017 Notes will receive a make-whole payment in an amount equal to any unpaid interest that would otherwise havesince been payable on such 2017 Notes through the maturity date (a “Voluntary Conversion Make-Whole Payment”). Subject to certain limitations, we may pay any Voluntary Conversion Make-Whole Payments either in cash or in shares of common stock, at our election.

We have the right to require holders of the 2017 Notes to convert all or part of the 2017 Notes into shares of our common stock if the last reported sales price of the common stock over any 10 consecutive trading days equals or exceeds 150% of the applicable conversion price (a “Mandatory Conversion”). Each holder whose 2017 Notes are converted in a Mandatory Conversion will receive a make-whole payment for the converted notes in an amount equal to any unpaid interest that would have otherwise been payable on such 2017 Notes through the maturity date (a “Mandatory Conversion Make-Whole Payment”). Subject to certain limitations, we may pay any Mandatory Conversion Make-Whole Payments either in cash or in shares of common stock, at our election. We did not require any holders to convert in 2016 or the first quarter of 2017.

On June 1, 2015, we entered into further amendments to the 2017 Notes Indenture to, among other things, permit (i) the execution, delivery, and performance of the Price Risk Management, Origination and Merchandising Agreement (the “Origination Agreement”) with FCStone Merchant Services, LLC and a Grain Bin Lease Agreement with FCStone Merchant Services, LLC , and the related guaranty, (ii) the incurrence of indebtedness by the Company and Agri-Energy pursuant thereto and (iii) the making of the investments by the Company and Agri-Energy thereunder.

On August 22, 2015, we entered into further amendments to the 2017 Notes Indenture to, among other things, permit (i) the execution, delivery, and performance of the patent cross-license and settlement agreements with Butamax Advanced Biofuels LLC and (ii) the exchange of all or any portion of the 2022 Notes for common stock issued by the Company.

In connection with the transactions described above, we also entered into the Registration Rights Agreement, pursuant to which we filed a registration statement on Form S-3 registering the resale of approximately 60,000 shares of our common stock underlying the 2017 Notes. This registration statement was declared effective on July 25, 2014. We may file additional registration statements on Form S-3 or amend filings in order to register additional shares of common stock for sale or resale, as necessary in connection with the 2017 Notes.

~~As of March 31, 2017, the outstanding principal on the 2017 Notes was $16.5 million.~~

~~As noted above, on April 19, 2017,~~ the Company entered into the Exchange Agreement with the holders of the 2017 Notes, and Whitebox, pursuant to which the holders, subject to certain conditions, agreed to exchange all of the outstanding principal amount of

the 2017 Notes for an equal principal amount of the Company’s newly created 12% Convertible Senior Secured Notes due 2020 (the “2020 Notes”), plus an amount in cash equal to the accrued and unpaid interest (other than interest paid in kind) on the 2017 Notes (the “Exchange”).The Exchange and the ultimate issuance of the 2020 Notes is conditioned on the approval by the Company’s stockholders of the potential issuance of 19.99% or more of the Company’s outstanding common stock upon the conversion of, or otherwise issuable in relation to, the 2020 Notes. The proposal ~~will be voted on at the Company’s Annual Meeting of Stockholders scheduled for June 15, 2017.~~released.

See Note 7, Debt, to our consolidated financial statements included herein for further discussion of the 2017 Notes.

In July 2012, we sold $45.0 million in aggregate principal amount of 2022 Notes, ~~with~~for net proceeds of $40.9 million, after accounting for $2.7 million and $1.4 million of cash discounts and issue costs, respectively. The 2022 Notes bear interest at 7.5% which is to be paid semi-annually in arrears on January 1 and July 1 of each year commencing on January 1, 2013. As a result of certain conversion and exchanges, the principal balance of the 2022 Notes was $515,000 as of September 30, 2017.

The 2022 Notes will mature on July 1, 2022, unless earlier repurchased, redeemed or converted. Additionally, on July 1, 2017, each holder ~~will have~~had the right to require us to repurchase all of such holder’s 2022 Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, for cash at a repurchase price of 100% of the principal amount of such 2022 Notes plus any accrued and unpaid interest thereon through, but excluding, the repurchase date. On July 3, 2017, we repurchased the $175,000 principal amount of the 2022 Notes under this repurchase option. As a result of this repurchase, the principal balance of the 2022 Notes was $515,000 as of July 3, 2017.

The 2022 Notes are convertible at a conversion rate of 0.5856 shares of ~~Gevo, Inc.~~the Company’s common stock per $1,000 principal amount of 2022 Notes, subject to adjustment in certain ~~circumstances as described in the Indenture dated as of July 5, 2012, as amended, between us and Wells Fargo Bank, National Association (the “2022 Notes Indenture”).~~circumstances. This is equivalent to an initial conversion price of approximately $1,707.65 per share of common stock. ~~Holders~~The Holder may convert the 2022 Notes at any time prior to the close of business on the third business day immediately preceding the maturity date of July 1, 2022.

If a holder elects to convert its 2022 Notes prior to July 1, 2017, such holder shall be entitled to receive, in addition to the consideration upon conversion, a Coupon Make-Whole ~~Payment.~~Payment (as defined in the 2022 Notes Indenture). The Coupon Make-Whole Payment is equal to the sum of the present values of the number of semi-annual interest payments that would have been payable on the 2022 Notes that a holder has elected to convert from the last day through which interest was paid up to but excluding July 1, 2017, computed using a discount rate of 2%. ~~The Company~~We may pay any Coupon Make-Whole Payment either in cash or in shares of common stock at its election. If the Company elects to pay in common stock, the stock will be valued at 90% of the average of the daily volume weighted average prices of the Company’s common stock for the 10 trading days preceding the date of conversion. In November 2015, we issued 55,392 shares of common stock to redeem 2,500 bonds at a face value of $1,000 per bond and reduce the liability of the 2022 Notes by $2.5 million. The net loss on the extinguishment of the 2022 Notes was $0.05 million. In February 2015, the Company issued 8,502 shares of common stock to convert 2,000 bonds at a face value of $1,000 per bond to reduce the liability of the 2022 Notes by $2.0 million. The net gain on the extinguishment of the 2022 Notes was $0.3 million. In September 2016, the Company issued 699,968 shares of common stock in exchange for the redemption of $11.4 million of the 2022 Notes. The net loss on the extinguishment of the 2022 Notes was $0.9 million. In December 2016, the Company issued 251,832 shares of common stock in exchange for the redemption of $1.4 million of the 2022 Notes. The net gain on the extinguishment of the 2022 Notes was $0.1 million. In January 2017, the Company issued 2,155,382 shares of common stock in exchange for the redemption of $8.4 million. The net loss on extinguishment was $1.0 million.

If a Make-Whole Fundamental Change (as defined in the 2022 Notes Indenture) occurs and a holder elects to convert its 2022 Notes prior to July 1, 2017, the applicable conversion rate will increase based upon reference to the table set forth in Schedule A of the Indenture. In no event will the conversion rate increase to more than 0.6734 shares of common stock per $1,000 principal amount of 2022 Notes.

If a Fundamental Change (as defined in the 2022 Notes Indenture) occurs, at any time, then each holder will have the right to require us to repurchase all of such holder’s 2022 Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, for cash at a repurchase price of 100% of the principal amount of such 2022 Notes plus any accrued and unpaid interest thereon through, but excluding, the repurchase date.

We ~~have~~had a provisional redemption right to redeem, at our option, all or any part of the 2022 Notes at a price payable in cash, beginning on July 1, 2015 and prior to July 1, 2017, provided that our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to the date of the redemption notice exceeds 150% of the conversion price in effect on such trading day. On or after July 1, 2017, we have an optional redemption right to redeem, at our option, all or any part of the 2022 Notes at a price payable in cash. The price payable in cash for the Optional Redemption or Provisional Redemption is equal to 100% of the principal amount of 2022 Notes redeemed plus any accrued and unpaid interest thereon through, but excluding, the repurchase date.

If there is an Event of Default (as defined in the 2022 Notes Indenture) under the 2022 Notes, the holders of not less than 25% in principal amount of Outstanding Notes (as defined in the 2022 Notes Indenture) by notice to us and the trustee may, and the trustee at the request of such holders shall, declare the principal amount of all the Outstanding Notes and accrued and unpaid interest thereon to be due and payable immediately. There have been no events of default as of March 31, 2017.

~~As a result of certain conversions and exchanges, the principal balance of the 2022 Notes has been reduced to $1.2 million as of March 31, 2017.~~

See Note 7, Debt, to our consolidated financial statements included herein for further discussion of the 2022 Notes.

There have been no significant changes to our critical accounting policies since December 31, 2016. However, see Note 1, Nature of Business, Financial Condition and Basis of Presentation, to our consolidated financial statements included herein for a discussion of recently issued accounting pronouncements and their impact or future potential impact on our financial results, if determinable. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our Annual Report.

The following summarizes the future commitments arising from our contractual obligations at ~~March 31,~~September 30, 2017 (in thousands).

	Less than 1 year		1 - 3 years		4 - 5 years		5+ Years		Total		Less than 1 year		1 - 3 years		4 - 5 years		5+ Years		Total
Principal debt payments (1)	$	16,492	$	-	$	-	$	1,175	$	17,667	$	-	$	16,575	$	-	$	515	$	17,090
Interest payments on debt (2)		550		88		88		228		954		2,028		2,983		77		-		5,088
Operating leases (3)		1,506		2,072		497		-		4,075		1,432		1,558		300		-		3,290
Software license agreement (4)		167		-		-		-		167
Insurance & Maintenance		136		-		-		-		136		337		-		-		-		337
Total	$	18,851	$	2,160	$	585	$	1,403	$	22,999	$	3,797	$	21,116	$	377	$	515	$	25,805

The table above reflects only payment obligations that are fixed and determinable as of ~~March 31,~~September 30, 2017.

As of ~~March 31,~~September 30, 2017, we did not have any material off-balance sheet arrangements.

There was no material change in our market risk exposure during the three months ended ~~March 31,~~September 30, 2017. For a discussion of our market risk associated with commodity prices, equity prices and interest rates, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report.

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.

Management, including the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~March 31,~~September 30, 2017. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable but not absolute assurance that the objectives of the disclosure controls and procedures are met. The design of any disclosure control and procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

There have been no changes in our internal control over financial reporting during the quarter ended ~~March 31,~~September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any litigation that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows.

You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report and the risk factors set forth below, which could materially affect our business, financial condition, cash flows or future results. Except as set forth below, there have been no material changes in our risk factors included in our Annual Report. The risk factors described herein and in our Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

We ~~may need to cease production at the Luverne Facility due to the condition of two of our fermentation vessels.~~

As an older production facility, the Luverne Facility is more susceptible to maintenance issues that result in production challenges than newer production facilities. During routine periodic maintenance, we recently learned that one of the our older carbon steel fermentation vessels we use at the Luverne Facility and which is dedicated to the production of ethanol has approximately six months of useful life remaining under the current operating strategy unless replaced or repaired. We believe that one of the other older carbon steel fermentation vessels is also approaching the end of its useful life. It is possible that the condition of the two affected fermentation vessels could force us to cease isobutanol production or to completely cease all production activities at the Luverne Facility for an extended period of time. Any such production stoppages or costs incurred to repair or replace such vessels could have a material adverse effect on our business, financial condition and results of operations.

We have a history of net losses, and we may not achieve or maintain profitability.

We have incurred net losses of ~~$5.9~~$20.2 million, $37.2 million, $36.2 million, and $41.1 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and the years ended December 31, 2016, 2015, and 2014, respectively. As of ~~March 31,~~September 30, 2017, we had an accumulated deficit of ~~$382.6~~$397 million. We expect to incur losses and negative cash flows from operating activities for the foreseeable future. We currently derive the majority of our revenue from the sale of isobutanol, ethanol and related products at the Luverne Facility, although over certain periods of time, we may and have operated the ~~plant~~Luverne Facility for the sole production of ethanol and related products to maximize cash flows.

Additionally, we have generated limited revenue from the sale of products such as alcohol-to-jet fuel produced from isobutanol, including for engine qualification and flight demonstration by the U.S. Air Force and other branches of the U.S. military. If our existing grants and cooperative agreements are canceled prior to the expected end dates or we are unable to obtain new grants, cooperative agreements or product supply contracts, our revenues could be adversely affected.

Furthermore, we expect to spend significant amounts on the further development and commercial implementation of our technology. We also expect to spend significant amounts acquiring and deploying additional equipment to attain final product specifications that may be required by future customers, acquiring or otherwise gaining access to additional ethanol plants and Retrofitting them for isobutanol production, on marketing, general and administrative expenses associated with our planned growth, on management of operations as a public company, and on debt service obligations. In addition, the cost of preparing, filing, prosecuting, maintaining and enforcing patent, trademark and other intellectual property rights and defending ourselves against claims by others that we may be violating their intellectual property rights may be significant.

As a result, even if our revenues increase substantially, we expect that our expenses will exceed revenues for the foreseeable future. We do not expect to achieve profitability during the foreseeable future, and may never achieve it. If we fail to achieve profitability, or if the time required to achieve profitability is longer than we anticipate, we may not be able to continue our business. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

There is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing.

Our audited financial statements for the year ended December 31, 2016, were prepared under the assumption that we would continue our operations as a going concern. Our independent registered public accounting firm for the year ended December 31, 2016

included a “going concern” emphasis of matter paragraph in its report on our financial statements as of, and for the year ended, December 31, 2016, indicating that the amount of working capital at December 31, 2016 was not sufficient to meet the cash requirements to fund planned operations through the period that is one year after the date our 2016 financial statements were issued without additional sources of cash, which raises substantial doubt about our ability to continue as a going concern at ~~March 31,~~September 30, 2017. Uncertainty concerning our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability to continue as a going concern are dependent on our ability to obtain additional funding in the near future and thereafter, and there are no assurances that such funding will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. Without additional funds from private and/or public offerings of debt or equity securities, sales of assets, sales of our licenses of intellectual property or technologies, or other transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a viable entity, we may be forced to seek bankruptcy protection and our stockholders would likely lose most or all of their investment in us.

~~Risks Relating~~We may need to ~~owning~~cease production at the Luverne Facility due to the condition of two of our ~~Securities~~fermentation vessels.

~~Failure~~As an older production facility, the Luverne Facility is more susceptible to ~~receive stockholder approval~~maintenance issues that result in production challenges than newer production facilities. In the second quarter of 2017, we hired a third-party engineering firm to test the structural integrity of two of our oldest fermentation vessels. These fermentation vessels are fabricated from carbon steel and are dedicated to ethanol production. Currently it is estimated that these two fermentation vessels likely have approximately two years and three months, respectively, of useful life remaining under the current operating strategy unless they are replaced or repaired. It is possible that the condition of the ~~Exchange and issuance of~~two affected fermentation vessels could force us to cease isobutanol production or to completely cease all production activities at the ~~2020 Notes could adversely affect our business, financial condition and results of operations, and lead~~ ~~to a total loss of the value of our common stock~~.

~~As previously announced, on April 19, 2017,~~ we entered into the Exchange Agreement with the holders of the 2017 Notes, and Whitebox, pursuant to which the holders, subject to certain conditions, agreed to exchange all of the outstanding principal amount of the 2017 NotesLuverne Facility for an ~~equal principal amount~~extended period of ~~our newly created 12% Convertible Senior Secured Notes due 2020 (the “2020 Notes”), plus an amount in cash equal~~time. Any such production stoppages or costs incurred to ~~the accrued and unpaid interest (other than interest paid in kind) on the 2017 Notes (the “Exchange”).The Exchange and the ultimate issuance of the 2020 Notes is conditioned on the approval by our stockholders because of NASDAQ requirements relating to the potential issuance of 19.99%~~repair or ~~more of our outstanding common stock upon the conversion of, or otherwise issuable in relation to, the 2020 Notes (the “2020 Notes Proposal”). The 2020 Notes Proposal~~ ~~will be voted on at our Annual Meeting of Stockholders scheduled for June 15, 2017.~~

If stockholders do not approve the 2020 Notes Proposal, the 2020 Notes will not be issued and the 2017 Notes will remain outstanding. The 2017 Notes mature on June 23, 2017 and currently have an outstanding principal balance of approximately $16.5 million. At maturity of the 2017 Notes on June 23, 2017, we would face a severe liquidity crisis expending a majority or all of our available cash on hand to repay the 2017 Notes. We would have to identify new financing arrangements to fund our operations for the remainder of 2017 and beyond, which may not be available on favorable terms, or at all. Inreplace such ~~circumstances, failure to raise additional capital would~~vessels could have a material adverse effect on our business, financial condition and results of ~~operations~~operations.

We may be unable to successfully negotiate final, binding terms related to our current non-binding isobutanol, ATJ and other hydrocarbon supply and distribution agreements, which could harm our commercial prospects.

From time-to-time, we agree to preliminary terms regarding supplying isobutanol or the products derived from it to various companies for their use or further distribution. We may be unable to negotiate final terms with these or other companies in a timely manner, or at all, and there is no guarantee that the terms of any final agreement will be the same or similar to those currently contemplated in our preliminary agreements. Final terms may include less favorable pricing structures or volume commitments, more expensive delivery or purity requirements, reduced contract durations and other adverse changes. Delays in negotiating final contracts could slow our initial isobutanol commercialization, and failure to agree to definitive terms for sales of sufficient volumes of isobutanol could prevent us from growing our business. To the extent that terms in our initial supply and distribution contracts may influence negotiations regarding future ~~prospects.~~contracts, the failure to negotiate favorable final terms related to our current preliminary agreements could have an especially negative impact on our growth and profitability. Additionally, we have not demonstrated that we can meet the production levels contemplated in our current non-binding supply agreements. If our production scale-up proceeds more slowly than we expect, or if we encounter difficulties in successfully completing plant Retrofits, potential customers, including those with whom we have current letters of intent, may be less willing to negotiate definitive supply agreements, or demand terms less favorable to us, and our performance may suffer.

Future issuances of our common stock or instruments convertible or exercisable into our common stock, including in connection with conversions of Convertible Notes or exercises of warrants, may materially and adversely affect the price of our common stock and cause dilution to our existing stockholders.

In order to fund our business over the past few years, we have raised capital by issuing common stock and warrants in underwritten public offerings because no other reasonable sources of capital were available. These underwritten public offerings of common stock and warrants have materially and adversely affected the prevailing market prices of our common stock and caused significant dilution to our stockholders. We anticipate that for the foreseeable future we will continue to raise capital through these dilutive underwritten public offerings of common stock and warrants.

We may obtain additional funds through public or private debt or equity financings in the near future, subject to certain limitations in the agreements governing our indebtedness, including the 2020 Notes. If we issue additional shares of common stock or instruments convertible into common stock, it may materially and adversely affect the price of our common stock. In addition, the conversion of some or all of the Convertible Notes and/or the exercise of some or all of the warrants may dilute the ownership interests of our stockholders, and any sales in the public market of any of our common stock issuable upon such conversion or exercise could adversely affect prevailing market prices of our common stock. Additionally, under the terms of certain warrants in the event that a warrant is exercised at a time when we do not have an effective registration statement covering the underlying shares of common stock on file with the SEC, such warrant may be net exercised, which will dilute the ownership interests of existing stockholders without any corresponding benefit to the Company of a cash payment for the exercise price of such warrant.

As of September 30, 2017, we had $515,000 in outstanding 2022 Notes, which were convertible into 301 shares of common stock at the conversion rate in effect on such date. The anticipated conversion of the $515,000 in outstanding 2022 Notes into shares of our common stock could depress the trading price of our common stock. In addition, we have recently entered into several private exchange agreements with holders of the 2022 Notes to exchange their debt for shares of our common stock, in order to reduce the principal balance of the 2022 Notes. If we issue additional shares of our common stock in such debt-for-equity exchanges, this may cause significant additional dilution to our existing stockholders.

As of September 30, 2017, we had $16.6 million in outstanding 2020 Notes, which were convertible into 29.3 million shares of our common stock at the conversion rate in effect on such date. The 29.3 million shares includes 6.8 million shares of common stock

that may be issuable from time to time in the event that the Company elects to pay make-whole payments due upon conversion of the 2017 Notes, if any, in shares of common stock. We may also pay a portion of the interest due on the 2020 Notes in the form of PIK Interest. The anticipated conversion of the outstanding 2020 Notes and any payment of PIK Interest in shares of our common stock could depress the trading price of our common stock. In addition, subject to certain restrictions, we have the option to issue common stock to any converting holder in lieu of making any required make-whole payment in cash. If we elect to issue our common stock for such payment, it will be at the same conversion rate that is applicable to conversions of the principal amount of the 2020 Notes. If we elect to issue additional shares of our common stock for such payments, this may cause significant additional dilution to our existing stockholders.

We may not be able to comply with all applicable listing requirements or standards of The NASDAQ Capital Market and NASDAQ could delist our common stock.

Our common stock is listed on The NASDAQ Capital Market. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards.

In the event that our common stock is not eligible for quotation on another market or exchange, trading of our common stock could be ~~forced~~conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to ~~seek~~dispose of, or obtain accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security analysts and the ~~protection~~news media, which could cause the price of ~~bankruptcy court~~our common stock to decline further. In addition, it may be difficult for us to raise additional capital if we are not listed on a major exchange.

Furthermore, it would be a fundamental change under the indentures governing the Convertible Notes if our common stock is not listed on a national securities exchange. In such circumstance we would be required to offer to repurchase the Convertible Notes at 100% of principal plus accrued and unpaid interest to, but not including, the repurchase date. We would also be required to pay the holders of the 2020 Notes a fundamental change make-whole payment equal to the aggregate amount of interest that would have otherwise been payable on such notes, to, but not including, the maturity date of such notes.

On June 21, 2017, we received a letter from the Staff of NASDAQ providing notification that, for the previous 30 consecutive business days, the bid price for our common stock had closed below the $1.00 per share minimum bid price requirement for continued listing under NASDAQ Listing Rule 5550(a)(2). If we do not regain compliance with the minimum bid price requirement by ~~filing~~December 18, 2017, we may be eligible for ~~bankruptcy. A bankruptcy proceeding~~an additional 180 calendar day compliance period, subject to certain conditions. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other listing standards for The NASDAQ Capital Market.

Previously, we have failed to maintain a minimum bid price of $1 per share as required by NASDAQ listing requirements. As a result, we asked our stockholders to approve reverse stock splits in 2015 and 2016 in order to increase our stock price above $1 per share to regain compliance with NASDAQ listing requirements. Stockholders approved the reverse stock splits in 2015 and 2016 which allowed us to comply with the minimum bid price of $1 per share NASDAQ listing requirement. As of September 30, 2017, the closing price of our common stock was $0.69 per share. The inability to comply with all applicable listing requirements or standards of The NASDAQ Capital Market and NASDAQ could ~~lead to~~result in the delisting of our common which could have a ~~total loss of~~material adverse effect on our financial condition and which could cause the value of our common ~~stock.~~stock to decline.

As previously disclosed, in June 2011, we entered into an Isobutanol Joint Venture Agreement (the “Joint Venture Agreement”) with Redfield Energy, LLC (“Redfield”), under which we agreed to work with Redfield to Retrofit Redfield’s ethanol production facility located near Redfield, South Dakota for the commercial production of isobutanol. On November [__], 2017, we entered into an Agreement with Redfield, pursuant to which we and Redfield agreed to terminate the Joint Venture Agreement in all respects. There are no termination fees or other obligations of either party in connection with such termination.

Exhibit
Number

Description

Previously Filed

Included
Herewith


Form

File No.

Filing Date

Exhibit


  3.1


Amended and Restated Certificate of Incorporation of Gevo, Inc.


10-K

001-35073

March 29, 2011

3.1

  3.2


Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.


8-K

001-35073

June 10, 2013

3.1

  3.3

Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Gevo, Inc.


8-K

001-35073

July 9, 2014

3.1

  3.4

Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Gevo, Inc.

8-K

001-35073

April 22, 2015

3.1

  3.5

Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Gevo, Inc.

8-K

001-35073

January 6, 2017

3.1

  3.6


Amended and Restated Bylaws of Gevo, Inc.


10-K

001-35073

March 29, 2011

3.2

  4.1


Form of the Gevo, Inc. Common Stock Certificate.


S-1

333-168792

January 19, 2011

4.1

  4.2


Fifth Amended and Restated Investors’ Rights Agreement, dated March 26, 2010.


S-1

333-168792

August 12, 2010

4.2

  4.3†


Stock Issuance and Stockholder’s Rights Agreement, dated July 12, 2005, by and between Gevo, Inc. and California Institute of Technology.


S-1

333-168792

August 12, 2010

4.3

  4.4


Amended and Restated Warrant to purchase shares of Common Stock, issued to CDP Gevo, LLC, dated September 22, 2010.


S-1

333-168792

October 1, 2010

4.4

  4.5


Plain English Warrant Agreement No. 0647-W-01, dated August 5, 2010, by and between Gevo, Inc. and TriplePoint Capital LLC.


S-1

333-168792

October 1, 2010

4.11

  4.6


Plain English Warrant Agreement No. 0647-W-02, dated August 5, 2010, by and between Gevo, Inc. and TriplePoint Capital LLC.


S-1

333-168792

October 1, 2010

4.12

  4.7


First Amendment to Plain English Warrant Agreement, No. 0647-W- 03, dated October 20, 2011, by and between Gevo, Inc. and TriplePoint Capital LLC.


8-K

001-35073

October 26, 2011

10.7

  4.8


First Amendment to Plain English Warrant Agreement, relating to Warrant Number 0647-W- 01, dated December 11, 2013, by and between Gevo, Inc. and TriplePoint Capital LLC.


8-K

001-35073

December 12,
2013

4.1

  4.9


First Amendment to Plain English Warrant Agreement, relating to Warrant Number 0647-W- 02, dated December 11, 2013, by and between Gevo, Inc. and TriplePoint Capital LLC.


8-K

001-35073

December 12,
2013

4.2

  4.10


First Amendment to Plain English Warrant Agreement, relating to Warrant Number 0647-W- 03, dated December 11, 2013, by and between Gevo, Inc. and TriplePoint Capital LLC.


8-K

001-35073

December 12,
2013

4.3

  4.11


Common Stock Warrant, issued to Genesis Select Corporation, dated June 6, 2013.


10-Q

001-35073

August 14, 2013

4.9

Exhibit Number		Description	Previously Filed				Included Herewith
Exhibit Number		Description	Form	File No.	Filing Date	Exhibit	Included Herewith
	3.1	Amended and Restated Certificate of Incorporation of Gevo, Inc.	10-K	001-35073	March 29, 2011	3.1
	3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.	8-K	001-35073	June 10, 2013	3.1
	3.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.	8-K	001-35073	July 9, 2014	3.1
	3.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.	8-K	001-35073	April 22, 2015	3.1
	3.5	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gevo, Inc.	8-K	001-35073	January 6, 2017	3.1
	3.6	Amended and Restated Bylaws of Gevo, Inc.	10-K	001-35073	March 29, 2011	3.2
	4.1	Form of the Gevo, Inc. Common Stock Certificate.	S-1	333-168792	January 19, 2011	4.1
	4.2	Fifth Amended and Restated Investors’ Rights Agreement, dated March 26, 2010.	S-1	333-168792	August 12, 2010	4.2
	4.3†	Stock Issuance and Stockholder’s Rights Agreement, dated July 12, 2005, by and between Gevo, Inc. and California Institute of Technology.	S-1	333-168792	August 12, 2010	4.3
	4.4	Amended and Restated Warrant to purchase shares of Common Stock, issued to CDP Gevo, LLC, dated September 22, 2010.	S-1	333-168792	October 1, 2010	4.4
	4.5	Plain English Warrant Agreement No. 0647-W-01, dated August 5, 2010, by and between Gevo, Inc. and TriplePoint Capital LLC.	S-1	333-168792	October 1, 2010	4.11
	4.6	Plain English Warrant Agreement No. 0647-W-02, dated August 5, 2010, by and between Gevo, Inc. and TriplePoint Capital LLC.	S-1	333-168792	October 1, 2010	4.12
	4.7	Plain English Warrant Agreement, No. 0647-W- 03, dated October 20, 2011, by and between Gevo, Inc. and TriplePoint Capital LLC.	8-K	001-35073	October 26, 2011	10.7
	4.8	First Amendment to Plain English Warrant Agreement, relating to Warrant Number 0647-W- 01, dated December 11, 2013, by and between Gevo, Inc. and TriplePoint Capital LLC.	8-K	001-35073	December 12, 2013	4.1
	4.9	First Amendment to Plain English Warrant Agreement, relating to Warrant Number 0647-W-02, dated December 11, 2013, by and between Gevo, Inc. and TriplePoint Capital LLC.	8-K	001-35073	December 12, 2013	4.2
	4.10	First Amendment to Plain English Warrant Agreement, relating to Warrant Number 0647-W-03, dated December 11, 2013, by and between Gevo, Inc. and TriplePoint Capital LLC.	8-K	001-35073	December 12, 2013	4.3
	4.11	Common Stock Warrant, issued to Genesis Select Corporation, dated June 6, 2013.	10-Q	001-35073	August 14, 2013	4.9
	4.12	Common Stock Unit Warrant Agreement, dated December 16, 2013, by and between Gevo, Inc. and the American Stock Transfer & Trust Company, LLC.	8-K	001-35073	December 16, 2013	4.1

Exhibit
Number

Description

Previously Filed

Included
Herewith


Form

File No.

Filing Date

Exhibit


  4.12


Common Stock Unit Warrant Agreement, dated December 16, 2013, by and between Gevo, Inc. and the American Stock Transfer & Trust Company, LLC.


8-K

001-35073

December 16,
2013

4.1

  4.13†


Exchange and Purchase Agreement, dated May 9, 2014, by and among Gevo, Inc., Gevo Development, LLC, Agri-Energy, LLC, WB Gevo, Ltd., Whitebox Advisors LLC, in its capacity as administrative agent, and Whitebox Advisors LLC, in its capacity as representative of the Purchaser, and each other party who thereafter executes and delivers a Joinder Agreement.


8-K

001-35073

May 23, 2014

4.1

  4.14


Registration Rights Agreement, dated May 9, 2014, by and among Gevo, Inc., WB Gevo, Ltd., and each other party who thereafter executes and delivers a Joinder Agreement.


8-K

001-35073

May 15, 2014

4.2

  4.15


Indenture, dated July 5, 2012, between Gevo, Inc. and Wells Fargo Bank, National Association, as trustee.


8-K

001-35073

July 5, 2012

4.1

  4.16


First Supplemental Indenture, dated July 5, 2012, to the Indenture dated July 5, 2012, by and among Gevo, Inc. and Wells Fargo Bank, National Association, as trustee.


8-K

001-35073

July 5, 2012

4.2

  4.17†


Indenture, dated June 6, 2014, by and among Gevo, Inc., the guarantors party thereto and Wilmington Savings Fund Society, FSB (for 10% Convertible Senior Secured Notes due 2017).


8-K

001-35073

June 12, 2014

4.1

  4.18


First Supplemental Indenture, dated July 31, 2014, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

8-K

001-35073

August 1, 2014

4.1

  4.19

Second Supplemental Indenture and First Amendment to Pledge and Security Agreement, dated January 28, 2015, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

8-K

001-35073

January 30, 2015

4.1

  4.20

Third Supplemental Indenture, dated May 13, 2015, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee,  and WB Gevo, Ltd., as Requisite Holder.

8-K

001-35073

May 15, 2015

4.1

  4.21

Fourth Supplemental Indenture, dated June 1, 2015, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

10-Q

001-35073

August 7, 2015

4.26

  4.22

Fifth Supplemental Indenture, dated August 22, 2015, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

10-Q

001-35073

November 5, 2015

4.27

  4.23

Seventh Supplemental Indenture, dated December 7, 2015, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

8-K

001-35037

December 9, 2015

4.1

Exhibit Number		Description	Previously Filed				Included Herewith
Exhibit Number		Description	Form	File No.	Filing Date	Exhibit	Included Herewith
	4.13	Indenture, dated July 5, 2012, between Gevo, Inc. and Wells Fargo Bank, National Association, as trustee.	8-K	001-35073	July 5, 2012	4.1
	4.14	First Supplemental Indenture, dated July 5, 2012, to the Indenture dated July 5, 2012, by and among Gevo, Inc. and Wells Fargo Bank, National Association, as trustee.	8-K	001-35073	July 5, 2012	4.2
	4.15	Exchange and Purchase Agreement, dated April 19, 2017, by and among Gevo, Inc., the guarantors party thereto, the holders named in Schedule I thereto, and Whitebox Advisors LLC, in its capacity as representative of the holders.	8-K	001-35037	April 20, 2017	4.1
	4.16	Indenture, dated June 20, 2017, by and among Gevo, Inc., the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee and collateral trustee.	8-K	001-35037	June 20, 2017	4.1
	4.17	Registration Rights Agreement, dated June 20, 2017, by and among Gevo, Inc. and the investors named therein.	8-K	001-35037	June 20, 2017	4.2
	4.18	Common Stock Unit Warrant Agreement, dated August 5, 2014, by and between Gevo, Inc. and the American Stock Transfer & Trust Company, LLC.	8-K	001-35073	August 6, 2014	4.1
	4.19	2015 Common Stock Unit Series A Warrant Agreement, dated February 3, 2015, by and between Gevo, Inc. and the American Stock Transfer & Trust Company, LLC.	8-K	001-35073	February 4, 2015	4.1
	4.20	2015 Common Stock Unit Series C Warrant Agreement, dated May 19, 2015 by and between Gevo, Inc. and the American Stock Transfer & Trust Company LLC.	8-K	001-35073	May 20, 2015	4.1
	4.21	Form of Series D Warrant To Purchase Common Stock.	8-K	001-35037	December 15, 2015	4.1
	4.22	Form of Amendment No. 1 to Series D Warrant	8-K	001-35037	June 13, 2016	4.1

Exhibit
Number

Description

Previously Filed

Included
Herewith


Form

File No.

Filing Date

Exhibit


  4.24

Eighth Supplemental Indenture, dated March 28, 2016, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

8-K

001-35037

March 29, 2016

4.1

  4.25

Ninth Supplemental Indenture, dated September 7, 2016, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

8-K

001-35037

September 9, 2016

4.1

  4.26

Tenth Supplemental Indenture, dated February 13, 2017, by and among Gevo, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and WB Gevo, Ltd., as Requisite Holder.

8-K

001-35037

February 16, 2017

4.1

  4.27


Common Stock Unit Warrant Agreement, dated August 5, 2014, by and between Gevo, Inc. and the American Stock Transfer & Trust Company, LLC.


8-K

001-35073

August 6, 2014

4.1

  4.28


2015 Common Stock Unit Series A Warrant Agreement, dated February 3, 2015, by and between Gevo, Inc. and the American Stock Transfer & Trust Company, LLC.


8-K

001-35073

February 4, 2015

4.1

  4.29


2015 Common Stock Unit Series C Warrant Agreement, dated May 19, 2015 by and between Gevo, Inc. and the American Stock Transfer & Trust Company LLC.


8-K

001-35073

May 20, 2015

4.1

  4.30

Form of Series D Warrant To Purchase Common Stock.

8-K

001-35037

December 15, 2015

4.1

  4.31

Form of Amendment No. 1 to Series D Warrant

8-K

001-35037

June 13, 2016

4.1

  4.32

Form of Series F Warrant To Purchase Common Stock.

8-K

001-35037

April 5, 2016

4.1

  4.33

Form of Series I Warrant to Purchase Common Stock

8-K

001-35037

September 15, 2016

4.1

  4.34

Form of Series K Warrant to Purchase Common Stock

8-K

001-35037

February 22, 2017

4.1

  4.35

Form of Pre-Funded Series L Warrant to Purchase Common Stock

8-K

001-35037

February 22, 2017

4.2

  4.36

Form of Series M Warrant to Purchase Common Stock

8-K

001-35037

February 22, 2017

4.3

  10.1#

Offer of Employment Letter, dated December 21, 2015, for Geoffrey T. Williams, Jr.

X

  10.2#

Change of Control Agreement for Geoffrey T. Williams, Jr., dated February 18, 2016.

X

Exhibit
Number

~~Description~~

~~Previously Filed~~

~~Included~~
~~Herewith~~

~~Form~~

~~File No.~~

~~Filing Date~~

~~Exhibit~~

~~31.1~~

~~Section 302 Certification of the Chief Executive Officer.~~

~~31.2~~

~~Section 302 Certification of the Chief Financial Officer.~~

~~32.1~~

Section 906 Certification of the Chief Executive Officer and Chief Financial Officer.**

~~101~~

Financial statements from the Quarterly Report on Form 10-Q of Gevo, Inc. for the quarterly period ended March 31, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to the Consolidated Financial Statements.

Exhibit
Number

Description

Previously Filed

Included
Herewith

Form

File No.

Filing Date

Exhibit

4.23

Form of Series F Warrant To Purchase Common Stock.

8-K

001-35037

April 5, 2016

4.1

4.24

Form of Series I Warrant to Purchase Common Stock

8-K

001-35037

September 15, 2016

4.1

4.25

Form of Series K Warrant to Purchase Common Stock

8-K

001-35037

February 22, 2017

4.1

4.26

Form of Pre-Funded Series L Warrant to Purchase Common Stock

8-K

001-35037

February 22, 2017

4.2

4.27

Form of Series M Warrant to Purchase Common Stock

8-K

001-35037

February 22, 2017

4.3

31.1

Section 302 Certification of the Chief Executive Officer.

31.2

Section 302 Certification of the Chief Financial Officer.

32.1

Section 906 Certification of the Chief Executive Officer and Chief Financial Officer.**

101

Financial statements from the Quarterly Report on Form 10-Q of Gevo, Inc. for the quarterly period ended September 30, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to the Consolidated Financial Statements.

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 thereunto duly authorized.

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of ~~March 31,~~September 30, 30, 2017 (unaudited) and December 31, 2016	3
	Consolidated Statements of Operations for the three and nine months ended ~~March 31,~~September 30, 2017 and 2016 (unaudited)	4
	Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016 (unaudited)	5
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2429
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3540
Item 4.	Controls and Procedures	3640
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3741
Item 1A.	Risk Factors	3741
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3843
Item 3.	Defaults Upon Senior Securities	3843
Item 4.	Mine Safety Disclosures	3843
Item 5.	Other Information	3844
Item 6.	Exhibits	3945
	Signatures	4348

Supplemental disclosures of cash and non-cash investing	Three Months Ended March 31,				Nine Months Ended September 30,
and financing transactions	2017		2016		2017		2016
Cash paid for interest, net of interest capitalized	$	1,616	$	1,503	$	2,142	$	3,102
Non-cash purchase of property, plant and equipment	$	461	$	2,049	$	150	$	140
Exchange of convertible debt into common stock	$	8,177	$	-	$	8,653	$	11,400
Accrued offering costs	$	73	$	59
Accrued debt issue costs					$	29	$	-
Discount due to exchange of 2017 Notes for 2020 Notes					$	3,009	$	-
Fair value of 2020 Notes embedded derivative upon exchange					$	6,975	$	-
Fair value of warrants at issuance and upon exercise, net	$	5,503	$	-	$	4,546	$	13,408

	March 31,				September 30,
	2017		2016		2017		2016
Warrants to purchase common stock - liability classified (see Note 5)		14,017,373		698,056		9,952,373		1,467,882
Warrant to purchase common stock - equity classified		1,393		4,200		1,393		1,393
2017 Notes		47,827		75,192		-		75,192
2020 Notes						29,316,649		-
2022 Notes		688		13,117		301		6,442
Outstanding options to purchase common stock		76,915		23,756		76,915		35,756
Unvested restricted common stock		7,536		13,448		4,276		10,926
Total		14,151,732		827,769		39,351,907		1,597,591

	September 30,			June 20,
	2017			2017 (*)
Stock price	$	0.62		$	0.62
Conversion Rate per $1,000		1,358.90			1,358.90
Conversion Price	$	0.7359		$	0.7359
Maturity date	March 15, 2020			March 15, 2020
Risk-free interest rate		1.53	%		1.45	%
Estimated stock volatility		80.0	%		80.0	%
Estimated credit spread		28.5	%		26.0	%

	March 31			December 31,			December 31,
	2017			2016			2016
Stock price	$	1.14		$	3.40		$	3.40
Conversion Rate per $1,000		2.90			2.90			2.90
Conversion Price	$	344.83		$	344.83		$	344.83
Maturity date	June 23, 2017			March 15, 2017			March 15, 2017
Risk-free interest rate		0.76	%		0.49	%		0.49	%
Estimated stock volatility		100.0	%		80.0	%		80.0	%
Estimated credit spread		20.0	%		20.0	%		20.0	%

	Principal Amount of 2017 Notes			Change in Estimated Fair Value			Total			Principal Amount of 2017 Notes			Change in Estimated Fair Value			Total
Balance - December 31, 2016	$	26,108		$	(339	)	$	25,769		$	26,108		$	(339	)	$	25,769
Loss from change in fair value of debt		-			339			339			-			339			339
Paydown of principal balance		(9,616	)		-			(9,616	)		(9,616	)		-			(9,616	)
Balance - March 31, 2017	$	16,492		$	-		$	16,492
Exchange of 2017 notes for 2020 notes											(16,492	)		-			(16,492	)
Balance - June 30, 2017										$	-		$	-		$	-

	Operating Leases		Capital Lease		Total Lease Obligations		Operating Leases
2017 (remaining)		1,152		167		1,319		367
2018		1,421		-		1,421		1,421
2019		907		-		907		907
2020		394		-		394		394
2021		200		-		200		201
Total	$	4,074	$	167	$	4,241	$	3,290

Gevo, Inc. (REGISTRANT)

By:	/s/ MICHAEL J. WILLIS
	Michael J. Willis Chief Financial Officer (Principal Financial and Accounting Officer)