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): November 16, 2017

 

 

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 301

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))

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 November 16, 2017, Gevo, Inc. (the “Company”) entered into Supplemental Agreements (collectively, the “Amendments”) to (i) the Joint Development Agreement, dated November 6, 2015, between the Company and Praj Industries Ltd. (“Praj”) and (ii) the Development License Agreement, dated November 6, 2015, between the Company and Praj. Pursuant to the Amendments, the Company and Praj agreed to, among other things, extend the term of the Joint Development Agreement and the Development License Agreement to March 31, 2018.

The foregoing description of the Amendments does not purport to be complete and are subject to, and is qualified in their entirety by, the full text of such Amendments, copies of which are attached hereto as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1†    Supplemental Agreement (to Joint Development Agreement), dated November 16, 2017, by and between Gevo, Inc. and Praj Industries Ltd.

 

10.2

  

 

Supplemental Agreement (to Development License Agreement), dated November  16, 2017, by and between Gevo, Inc. and Praj Industries Ltd.

† Certain portions of the exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.

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: November 21, 2017     By:  

/s/ Geoffrey T. Williams, Jr.

      Geoffrey T. Williams, Jr.
      General Counsel and Secretary

Exhibit 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “[**]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

SUPPLEMENTAL AGREEMENT

This Supplemental Agreement (“ Agreement ”) is executed on November 16, 2017 by and between Praj Industries Ltd. (CIN L27101PN1985PLC038031) a company incorporated under the laws of India, (“ Praj ”), with its registered office located at “Praj Tower” 274 & 275/2, Bhumkar Chowk-Hinjewadi Road, Hinjewadi, Pune 411057, India and Gevo, Incorporated (a company incorporated under the laws of the State of Delaware in the United States, with offices located at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112, USA) , (“ Gevo ”).

WHEREAS:

 

  A. The Parties have executed a Joint Development Agreement dated November 6, 2015 (“ JDA ”) under which Gevo and Praj identified their respective roles in: (i) developing process design packages (“ PDPs ”) for the production of renewable isobutanol from certain feedstocks , namely, sugarcane juice, sugarcane syrup, sugarcane molasses, sugar beet juice, sugar beet syrup, sugar beet molasses, cassava, rice, wheat sorghum and cellulosic sugars (“ Feedstock ”), and (ii) providing services to isobutanol plant operators utilizing the PDPs and other intellectual property rights (“ IP ”) licensed by Gevo to such plant operators ;

 

  B. Whilst, the JDA was valid till November 6, 2017, the Parties are desirous of continuing with the relationship for a further period as agreed herein and have agreed to restate the terms of the JDA;

THE PARTIES AGREE AS FOLLOWS:

 

  1 The JDA terms are restated pursuant to this Agreement and the Parties agree to continue abiding by the said terms of the JDA with effect from November 7, 2017 till March 31, 2018.

 

  2 The Parties have agreed that Praj is to [**].

 

  3 The Parties have agreed to co-operate and agree to a draft commercial agreement enumerating the terms for commercializing the PDPS developed pursuant to the JDA.

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written hereinabove.

 

Praj Industries Ltd.     Gevo, Inc.
By:  

/s/ Atul Mulay

    By:  

/s/ Patrick Gruber

Name: Mr. Atul Mulay     Name: Patrick Gruber
Title: President-SBU Bio-Energy     Title: CEO
Witness:  

/s/ Amol Smith

    Witness:  

/s/ Chris Ryan

[**] - Indicates certain information has been redacted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has been requested with respect to the redacted portions.

Exhibit 10.2

SUPPLEMENTAL AGREEMENT

This Supplemental Agreement (“ Agreement ”) is executed on November 16, 2017 by and between Praj Industries Ltd. (CIN L27101PN1985PLC038031) a company incorporated under the laws of India, (“ Praj ”) with its registered office located at “Praj Tower” 274 & 275/2, Bhumkar Chowk-Hinjewadi Road, Hinjewadi, Pune 411057, India and Gevo, Incorporated a company incorporated under the laws of the State of Delaware in the United States, with offices located at 345 Inverness Drive South, Building C, Suite 310, Englewood , CO 80112, USA), (“ Gevo ”).

WHEREAS:

 

  A. The Parties had executed a Joint Development Agreement dated November 6, 2015 (JDA”) under which Gevo, and Praj identified their respective roles in: (i) developing process design packages (“PDPs”) for the production of renewable isobutanol from certain feedstocks, namely, sugarcane juice, sugarcane syrup, sugarcane molasses, sugar beet juice, sugar beet syrup, sugar beet molasses, cassava, rice, wheat sorghum and cellulosic sugars (“ Feedstock ”), and (ii) providing services to isobutanol plant operators utilizing the PDPs and other intellectual property rights (“ IP ”) licensed by Gevo to such plant operators;

 

  B. Pursuant to the execution of the JDA, in order to enable Praj to fulfill its obligations agreed under the JDA, Gevo had in terms of a Development License Agreement dated November 6, 2015 (“DLA”), granted a license to Praj for using the Gevo technology , knowhow and for making isobutanol at its facility;

 

  C. Whilst, the JDA was valid till November 6, 2017 , the Parties have agreed to restate the terms of the JDA and continue with their understanding till March, 31, 2018;

 

  D. To enable Praj to continue to fulfill its obligations, under the JDA, the Parties have agreed to restate the terms of the DLA and comply with the provisions agreed in the DLA till March 31, 2018.

[Intentionally left blank]

THE PARTIES AGREE AS FOLLOWS:

 

  1 The DLA terms are restated pursuant to this Agreement and the Parties agree to continue to comply with the terms of the DLA till March 31, 2018 with effect from November 7, 2017.

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written hereinabove.

 

Praj Industries Ltd.     Gevo, Inc.
By:  

/s/ Atul Mulay

    By:  

/s/ Patrick Gruber

Name: Mr. Atul Mulay     Name: Patrick Gruber
Title: President-SBU Bio-Energy     Title: CEO
Witness:  

/s/ Amol Smith

    Witness:  

/s/ Chris Ryan