BioFuels Journal

Englewood, CO - Feb. 14, 2017 - Gevo, Inc. (NASDAQ:GEVO) announced today that it has priced its underwritten public offering of common stock and warrants.

Gevo announced that it has agreed to sell 5,680,000 Series G units, with each Series G unit consisting of one share of common stock, a Series K warrant to purchase one share of common stock and a Series M warrant to purchase one share of common stock, at a public offering price of $1.90 per Series G unit.

Gevo has also agreed to sell 570,000 Series H units, with each Series H unit consisting of a pre-funded Series L warrant to purchase one share of common stock, a Series K warrant to purchase one share of common stock and a Series M warrant to purchase one share of common stock, at a public offering price of $1.89 per Series H unit.

The Series K warrants will have an exercise price of $2.35 per share, be exercisable beginning the date of original issuance and will expire on February 17, 2022.

The Series L warrants will have an exercise price of $1.90 per share, which will be pre-paid upon issuance, except for a nominal exercise price of $0.01 per share and, consequently, no additional payment or other consideration (other than the nominal exercise price of $0.01 per share) will be required to be delivered to the Company by the holder upon exercise of the Series L warrants.

The Series L warrants will be exercisable from the date of original issuance and will expire on February 17, 2018.

The Series M warrants will have an exercise price of $2.35 per share, be exercisable beginning on the date of original issuance and will expire on November 17, 2017.

The shares of common stock and the warrants will be immediately separable and will be issued separately.

The gross proceeds to Gevo from this offering are expected to be approximately $11.9 million not including any future proceeds from the exercise of the warrants.

Gevo intends to use 15% of the net proceeds from the offering, excluding any future proceeds from the exercise of the warrants, to pay down a portion of its outstanding 10% convertible senior secured notes due 2017, with the balance to be used to fund working capital and for other general corporate purposes.

The offering is expected to close on or about February 17, 2017, subject to customary closing conditions.

In connection with the offering, Oppenheimer & Co. Inc. is acting as sole book-running manager.

Rodman & Renshaw, a unit of H.C. Wainwright & Co., is acting as co-manager in connection with the offering.

A shelf registration statement relating to the shares of common stock and warrants to be issued in the proposed offering has been filed with the Securities and Exchange Commission (SEC) and is effective.

A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering has been filed with the SEC and a final prospectus supplement will be filed with the SEC.

Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, from Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at [email protected].

Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

Any offer or sale will be made only by means of a prospectus and, to the extent applicable, a free writing prospectus which has or will be filed with the SEC.

For more information, please contact David Rodewald at 805-494-9508 or [email protected]

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• Gevo

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