It em 1.01.     Entry into a Material Definitive Agreement.

On June 28, 2018, Gevo, Inc. (the “Company”) entered into an amendment (the “Third Amendment”) to the At-The-Market Offering Agreement, dated February 13, 2018, as amended on June 20, 2018 (the “First Amendment”) and June 25, 2018 (the “Second Amendment”) (as amended, the “Sales Agreement”), with H.C. Wainwright & Co., LLC (the “Agent”), which provides for the sale and issuance from time to time of common stock of the Company in an “at-the-market” offering (the “ATM Offering”). The Third Amendment, among other things, provides for an increase in the amount of common stock for issuance and sale under the ATM Offering by up to an additional $66,900,000 of shares of common stock (the “Shares”). The previous Sales Agreement provided for the sale and issuance of up to $22,995,000 of shares of common stock in the ATM Offering. To date, the Company has issued 2,920,781 shares of common stock under the ATM Offering for gross proceeds of approximately $22.9 million, including 2,915,573 shares of common stock for gross proceeds of approximately $22.9 million since March 31, 2018.

The Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-211370), declared effective by the Securities and Exchange Commission (the “Commission”) on August 2, 2016 (the “Registration Statement”), and a prospectus, which consists of a base prospectus filed with the Registration Statement, and a prospectus supplement, dated June 28, 2018. Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. If the Company and the Agent agree on any method of distribution other than sales of shares of the Company’s common stock into the Nasdaq Capital Market or another existing trading market in the United States at market prices, the Company will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.

The Company intends to use the net proceeds from this offering to fund working capital and for other general corporate purposes, which may include the repayment of outstanding indebtedness.

The Sales Agreement contains customary representations, warranties and agreements by the Company, including obligations of the Company to indemnify the Agent for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission of 2.5% of the gross proceeds from sales of the Shares.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Company’s common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description of the Sales Agreement, the First Amendment, the Second Amendment and the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, the First Amendment, the Second Amendment and the Third Amendment, copies of which are incorporated by reference or filed herewith as Exhibits 1.1, 1.2, 1.3 and 1.4, and are incorporated herein by reference. A legal opinion relating to the Shares is filed herewith as Exhibit 5.1.