UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2022
Gevo, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35073 | 87-0747704 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
345 Inverness Drive South, Building C, Suite 310 Englewood, CO 80112 |
| (Address of principal executive offices)(Zip Code) |
Registrant’s telephone number, including area code: (303) 858-8358
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading symbol | | Name of exchange on which registered |
| Common Stock, par value $0.01 per share | | GEVO | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On March 17, 2022 Gevo, Inc. (“Gevo”) entered into a Fuel Supply Agreement (the “Agreement”) with Delta Air Lines, Inc. (“Delta” and, together with the Gevo, the “Parties” and, each, a “Party”) pursuant to which Gevo has agreed to supply seventy-five million gallons per year of sustainable aviation fuel (“Fuel”) to Delta. Under the Agreement, Gevo expects to deliver to Delta Fuel produced at Gevo’s Fuel production facilities that are currently being developed. Delta will pay Gevo based on an index price, plus an additional price per gallon. Under the Agreement, the Parties allocate between themselves certain environmental attributes generated in connection with the Fuel. The Agreement terminates and replaces the Fuel Supply Agreement dated December 11, 2019 between the Parties.
The Agreement became effective on March 16, 2022 and will continue in full force and effect until the seventh anniversary of the date upon which Gevo notifies Delta that Gevo’s production facility has achieved commercial operation and is able to produce and deliver the Fuel pursuant to the Agreement (unless earlier terminated pursuant to its terms).
The Parties may terminate the Agreement in the event that certain conditions precedent related to the financing and development of the Fuel production facilities are not met or if certain customary events of default or other circumstances occur and are not cured within a certain time period. Upon the termination of the Agreement due to an event of default, the non-defaulting Party will be entitled to remedies at law or equity, subject to customary limitations on liability contained in the Agreement. Such remedies may include cover damages for replacement Fuel, which could be significant.
The Agreement contains certain customary representations, warranties, covenants and confidentiality provisions, and also contains mutual indemnification obligations. All Fuel delivered by Gevo shall meet the quality specifications established in the Agreement.
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 is incorporated by reference into this Item 1.02.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | | Description |
| 10.1† | | |
| 104 | | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
†Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[*****]”.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GEVO, INC. | |
| | | | |
| Dated: March 22, 2022 | By: | /s/ Geoffrey T. Williams, Jr. | |
| | | Geoffrey T. Williams, Jr. | |
| | | Vice President - General Counsel and Secretary | |
