Form 8-K - Current report

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): September 26, 2024

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 7.01. Regulation FD Disclosure.

On September 26, 2024, Gevo, Inc. (the “Company”) announced the acquisition of Cultivate Agricultural Intelligence, LLC, which the Company plans to fold into its Verity business unit. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 26, 2024
104		Cover Page Interactive Data File (embedded as Inline XBRL document)

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: September 26, 2024	By:	/s/ E. Cabell Massey
		E. Cabell Massey
		Vice President, Legal and Corporate Secretary

Exhibit 99.1

Gevo Acquires CultivateAI for its Verity Business Unit

Accelerates revenue, capability, and growth of Verity.

ENGLEWOOD, CO, September 26, 2024 — Gevo, Inc. (NASDAQ: GEVO) has acquired Cultivate Agricultural Intelligence, LLC (“CultivateAI”) for $6 million in cash, with the opportunity for the sellers to receive additional earn-out payments. Gevo will fold CultivateAI into its wholly owned Verity subsidiary to accelerate Verity’s business development and growth. CultivateAI is a proven business with expected 2024 revenue of $1.7 million and corresponding positive cash flow. CultivateAI provides agricultural data to clients through a software as a service (“SaaS”) platform.

Gevo expects to combine CultivateAI’s digital agriculture data and analytics platform with Verity’s carbon accounting and tracking solutions to provide the highest quality data-driven solutions for carbon abatement in food, feed, fuels, and industrial markets, while simultaneously helping farmers improve their operations, sustainability, and profitability. CultivateAI’s SaaS platform is a cloud-based, mobile platform that helps farm operators, agronomists, ag-service providers, and researchers make informed, data-driven decisions with real-time analytics.

“Adding CultivateAI and its inventive approach to Verity will help us grow revenue by providing the most complete set of data-driven analytics services to farmers, agronomists, and researchers,” said Dr. Paul Bloom, Head of Verity and Chief Carbon Officer of Gevo. “With this acquisition, Verity is speeding up our development and increasing the value we will deliver to our customers.”

Verity is at the forefront of creating the ability to track, verify, and empirically value carbon intensity across the full carbon lifecycle. By adding the tools and existing business from CultivateAI, Verity will benefit from the addition of clients outside the biofuel segment as well as additional revenue streams.

“We are constantly looking for this kind of development that delivers new streams of untapped revenue to the company,” said Dr. Pat Gruber, CEO of Gevo. “As we accelerate development of Verity, we expect to see these customer relationships and revenue opportunities grow as customers seek out new products and services that help them understand their businesses better. These new business elements support our mission of growing an efficient circular economy, and delivering shareholder returns by adding scalable revenue opportunities now.”

About Gevo

Gevo's mission is to convert renewable energy and biogenic carbon into sustainable fuels and chemicals with a net zero or better carbon footprint. Gevo’s innovative technology can be used to make a variety of products, including sustainable aviation fuel (“SAF”), motor fuels, chemicals, and other materials. Gevo’s business model includes developing, financing, and operating production facilities for these renewable fuels and other products. It currently runs one of the largest dairy-based renewable natural gas (“RNG”) facilities in the United States. It also owns the world’s first production facility for specialty alcohol-to-jet (“ATJ”) fuels and chemicals. Gevo emphasizes the importance of sustainability by tracking and verifying the carbon footprint of its business systems through its Verity subsidiary.

For more information, see www.gevo.com.

About Verity

Verity is at the forefront of creating the ability to track, verify, and empirically value carbon intensity across the full carbon lifecycle. Verity Holdings, LLC is a wholly owned subsidiary of Gevo, Inc.

For more information, see www.veritytracking.com.

About CultivateAI

CultivateAI is a cloud-based, mobile platform that helps its customers make informed, data-driven decisions with real-time analytics. Its trusted insights are designed to help agricultural operations increase production, manage risk, and maximize profitability.

For more information, see cultivateagi.com.

Forward Looking Statement

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to a variety of matters, including, without limitation, CultivateAI and its operations, the integration of CultivateAI into Verity, CultivateAI’s expected financial results and other statements that are not purely statements of historical fact. These forward-looking statements are made based on the current beliefs, expectations, and assumptions of the management of Gevo and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Gevo undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Gevo believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Gevo in general, see the risk disclosures in the Annual Report on Form 10-K of Gevo for the year ended December 31, 2023 and in subsequent reports on Forms 10-Q and 8-K and other filings made with the U.S. Securities and Exchange Commission by Gevo.

Media Contact

Lindsay Fitzgerald

Senior Vice President of Public Affairs

PR@gevo.com

Investor Contact

Eric Frey, PhD

Vice President of Finance & Strategy

IR@Gevo.com

Cover	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2024
Entity File Number	001-35073
Entity Registrant Name	Gevo, Inc.
Entity Central Index Key	0001392380
Entity Tax Identification Number	87-0747704
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	345 Inverness Drive South
Entity Address, Address Line Two	Building C
Entity Address, Address Line Three	Suite 310
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	303
Local Phone Number	858-8358
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GEVO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false