What the changes say
- Financial losses narrowed to $33.8 million in 2025 with $834.2 million in accumulated deficit.
- New IT internal control material weaknesses identified from a recent acquisition.
- Increased focus on greenhouse gas emission regulations and Delaware Court of Chancery exclusive forum provisions.
What changed since the prior 10-K
New
- NewRisk Related to our Business and Strategy
upgrade and replacement of networks, equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failures
Remote work increases cybersecurity risks, and service provider failures or IT disruptions could adversely affect operations and require significant remedial spending.
- NewRisks Related to Legal and Regulatory
regulatory or policy changes could have a material adverse effect on our business, financial condition and results of operations
Greenhouse gas emissions from renewable hydrocarbon plants and potential climate regulations or carbon taxes could limit production and raise operating costs.
- NewRisks Related to Owning Our Securities
governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein
An exclusive forum provision naming Delaware's Court of Chancery may increase litigation costs for stockholders and limit their choice of judicial venue.
Dropped
- DroppedRisk Related to our Business and Strategy
Furthermore, we expect to spend significant amounts on the further development and commercial implementation of our strategic plans and technology
- DroppedRisk Related to our Business and Strategy
We may not be successful in the commercialization of alcohol-to-SAF projects utilizing Axens technology
Anticipated continued net losses and spending on strategic plans.
- DroppedRisk Related to our Business and Strategy
The technological and logistical challenges associated with producing, marketing, selling and distributing renewable hydrocarbon products are complex, and we may not be able to resolve any difficulties that arise in a timely or cost-effective manner, or at all
- DroppedRisk Related to our Business and Strategy
We may be unable to produce renewable hydrocarbon products in accordance with customer specifications
- DroppedRisk Related to our Business and Strategy
We may not be able to use some or all of our net operating loss carry-forwards to offset future income
- DroppedRisk Related to our Business and Strategy
In order to benefit from RINs and LCFS credits, our RNG projects are required to be registered and are subject to regulatory audit
- DroppedRisk Related to our Business and Strategy
Our RNG operations, and any future digester projects may not be able to achieve the operating results we expect from these projects
- DroppedRisks Related to Intellectual Property
Our ability to compete may be adversely affected if we are unsuccessful in defending against any claims by competitors or others that we are infringing upon their intellectual property rights
- DroppedRisks Related to Intellectual Property
patent applications are directed to our enabling technologies and to our methods and products which support our business in the advanced renewable fuels and renewable chemicals markets. We intend to continue to apply for patents relating to our technologies, methods and products as we deem appropriate
Risks of commercializing alcohol-to-SAF using Axens technology.
- DroppedRisks Related to Legal and Regulatory
Our international activities may increase our exposure to potential liability under anti-corruption, trade protection, tax and other laws and regulations
Logistical and technological challenges in producing renewable hydrocarbons.
- DroppedRisks Related to Owning Our Securities
The market price of our common stock may be adversely affected by the future issuance and sale of additional shares of our common stock or by our announcement that such issuances and sales may occur
Reworded
- 100% rewrittenRisk Related to our Business and Strategy
If we fail to maintain an effective system of internal controls, we might not be able to report our financial results accurately or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock
Added a disclosure of a material weakness in IT general controls within a recently acquired entity.
- 92% rewrittenRisks Related to Intellectual Property
Our ability to compete may be adversely affected if we do not adequately protect our proprietary technologies or if we lose some of our intellectual property rights through costly litigation or proceedings
Added references to patent applications supporting advanced renewable fuels and chemicals markets.
- 91% rewrittenRisk Related to our Business and Strategy
We have a history of net losses, and we may not achieve or maintain profitability
Updated financial figures showing net losses of $33.8 million for 2025 and $834.2 million in accumulated deficit, noting revenue from GevoND.
- 55% rewrittenRisk Related to our Business and Strategy
Our business and operations would suffer in the event of IT system failures or a cyber-attack
Retained substantially the same text regarding IT system failures and cyber-attacks with minor structural edits.
- 47% rewrittenRisks Related to Legal and Regulatory
Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, which may significantly reduce demand for renewable fuels or our ability to supply our products
Added a concluding sentence regarding the inability to address regulatory requirements for renewable fuels.
- 46% rewrittenRisks Related to Owning Our Securities
We are subject to anti-takeover provisions in our certificate of incorporation, our bylaws and under Delaware law that could delay or prevent an acquisition of the Company, even if the acquisition would be beneficial to our stockholders
Retained anti-takeover provisions and staggered board descriptions with minor phrasing updates.
- 26% rewrittenRisk Related to our Business and Strategy
Our experience may not be sufficient to operate commercial-scale facilities and we may encounter substantial difficulties operating commercial plants or expanding our business
Updated facility references from GevoRNG to ethanol, RNG, and ATJ Projects.
- 22% rewrittenRisk Related to our Business and Strategy
Any decline in the value of environmental attributes associated with our products could have a material adverse effect on our results of operations, cash flow and financial condition
Expanded references from carbon credits to broader environmental attributes.
Was: Any decline in the value of carbon credits associated with our products could have a material adverse effect on our results of operations, cash flow and financial condition
- 20% rewrittenRisk Related to our Business and Strategy
Mergers, acquisitions and other strategic investments may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations
All 39 risk factors
Headings as the filing states them, in filing order.
Risk Related to our Business and Strategy
- 01We have a history of net losses, and we may not achieve or maintain profitability91% rewritten
- 02We will require substantial additional financings to achieve our goals, and a failure to obtain this capital when needed or on acceptable terms could force us to delay, limit, reduce or terminate our development and commercialization efforts
- 03Our proposed growth projects may not be completed or, if completed, may not perform as expected or achieve profitability. Our project development activities may consume a significant portion of our management’s focus, and if not successful, reduce our profitability
- 04We may be unable to successfully perform under current or future offtake agreements to provide our products, and we may need to renegotiate some of our offtake agreements
- 05Fluctuations in the price of corn and other feedstocks may affect our cost structure
- 06Fluctuations in petroleum prices and customer demand patterns may reduce demand for renewable fuels
- 07Any decline in the value of environmental attributes associated with our products could have a material adverse effect on our results of operations, cash flow and financial condition22% rewritten
- 08Our actual costs may be greater than expected in developing our growth projects, causing us to realize significantly lower profits or greater losses on our projects
- 09An impairment of our long-lived assets or goodwill could reduce our earnings or negatively impact our financial condition and results of operations
- 10We may be subject to liabilities and losses that may not be covered by insurance
- 11Our experience may not be sufficient to operate commercial-scale facilities and we may encounter substantial difficulties operating commercial plants or expanding our business26% rewritten
- 12Mergers, acquisitions and other strategic investments may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations20% rewritten
- 13other unanticipated issues, expenses and liabilities
- 14We may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance and growth
- 15Our business and operations would suffer in the event of IT system failures or a cyber-attack55% rewritten
- 16upgrade and replacement of networks, equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failuresNew
- 17We may engage in hedging transactions, which could adversely impact our business
- 18As our SAF has not previously been used as a commercial fuel in significant amounts, its use subjects us to product liability risks
- 19Competitiveness of our products for fuel use depends in part on government economic incentives for renewable energy projects or other related policies that could change
- 20If we fail to maintain an effective system of internal controls, we might not be able to report our financial results accurately or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock100% rewritten
Risks Related to Intellectual Property
- 21Our ability to compete may be adversely affected if we do not adequately protect our proprietary technologies or if we lose some of our intellectual property rights through costly litigation or proceedings92% rewritten
- 22We may not be able to enforce our intellectual property rights throughout the world
- 23Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information
- 24We have received funding from U.S. government agencies, which could negatively affect our intellectual property rights
Risks Related to Legal and Regulatory
- 25The U.S. renewable fuels industry is highly dependent upon certain federal and state legislation and regulation and any changes in legislation or regulation could have a material adverse effect on our results of operations, cash flows and financial condition
- 26Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, which may significantly reduce demand for renewable fuels or our ability to supply our products47% rewritten
- 27regulatory or policy changes could have a material adverse effect on our business, financial condition and results of operationsNew
- 28Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, activists and others could adversely affect our business, financial condition and results of operations
- 29Any claims relating to improper handling, storage or disposal of hazardous materials or noncompliance with applicable laws and regulations could be time consuming and costly and could adversely affect our business and results of operations
Risks Related to Owning Our Securities
- 30We may not be able to comply with all applicable listing requirements or standards of The Nasdaq Capital Market and Nasdaq could delist our common stock
- 31Future issuances of our common stock or instruments convertible or exercisable into our common stock may materially and adversely affect the price of our common stock and cause dilution to our existing stockholders
- 32We may need to raise capital through these public offerings of common stock, warrants and convertible debt in the future
- 33Raising capital at a subsidiary, or project, level would result in lower revenues attributable back to us
- 34Our stock price may be volatile, and your investment in our securities could suffer a decline in value
- 35The estimates and assumptions on which our financial projections are based may prove to be inaccurate
- 36Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies
- 37We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment
- 38We are subject to anti-takeover provisions in our certificate of incorporation, our bylaws and under Delaware law that could delay or prevent an acquisition of the Company, even if the acquisition would be beneficial to our stockholders46% rewritten
- 39governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants thereinNew
Other Gevo 10-Ks
- FY2024 10-K risk factors47 risks
Gevo faces severe financial losses, an accumulated deficit of $804.2 million, and a critical need for capital to fund its Alcohol-to-Jet and RNG projects.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.