9. Capital Stock

As of December 31, 2015, the Company has authorized 250.0 million and 10.0 million shares of common and preferred stock, respectively. The holders of the Company’s common stock have one vote per share. The board of directors has the authority, without action by its stockholders, to designate and issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The Company’s amended and restated certificate of incorporation provides that the Company’s board of directors will be divided into three classes, with staggered three-year terms and provides that all stockholder actions must be effected at a duly called meeting of the stockholders and not by a written consent. The amended and restated certificate of incorporation also provides that only the board of directors may call a special meeting of the stockholders and requires the approval of either a majority of the directors then in office or 66 2/3% of the voting power of all then outstanding capital stock for the adoption, amendment or repeal of any provision of the Company’s amended and restated bylaws. In addition, the amendment or repeal of certain provisions of the Company’s amended and restated certificate of incorporation requires the approval of 66 2/3% of the voting power of all then outstanding capital stock.

Common Stock Offerings

In December 2015, we issued 10,050,000 units of common stock shares and warrants. The Series A units included 2,050,000 shares of common stock and 2,050,000 Series D Warrants. The shares of common stock and Series D Warrants were sold together as common stock units for a purchase price of $1.00 per unit but were immediately separable and issued separately. The Series D Warrants have an exercise price of $1.40 per share, are exercisable from the date of original issuance and will expire on December 11, 2020. The Series B units included 8,000,000 Series D Warrants and 8,000,000 Series E Warrants. The Series D Warrants and Series E Warrants were sold together as a unit for a purchase price of $0.99 per unit but were immediately separable and issued separately. The Series E Warrants have an exercise price of $0.01 per share, are exercisable from the date of original issuance and will expire on December 11, 2016. The gross proceeds from this offering were approximately $9.97 million.

In May 2015, we issued and sold 4,300,000 shares of common stock and Series C warrants to purchase an additional 430,000 shares of common stock. The shares of common stock and the Series C Warrants were sold together as common stock units for a purchase price of $4.00 per unit, but were immediately separable and issued separately. The Series C Warrants have an exercise price of $3.60 per share and are exercisable from the date of the original issuance and will expire on May 19, 2020. The gross proceeds from this offering were approximately $17.2 million, not including any future proceeds from the exercise of warrants.

In February 2015, we issued and sold 2,216,667 shares of common stock, Series A warrants to purchase an additional 2,216,667 shares of common stock and Series B warrants to purchase an additional 2,216,667 shares of common stock. The shares of common stock, the Series A Warrants and the Series B Warrants were sold together as common stock units for a purchase price of $3.00 per unit, but were immediately separable and issued separately. The Series A Warrants have an exercise price of $1.00 per share, are exercisable from the date of original issuance and will expire on February 3, 2020. The Series B Warrants had an exercise price of $3.00 per share and were exercisable from the date of original issuance until they expired on August 3, 2015. The gross proceeds from this offering were approximately $6.7 million, not including any future proceeds from the exercise of the warrants.

In August 2014, the Company issued and sold 2,000,000 common stock units at an offering price of $0.60 per common stock unit. Each common stock unit consisted of one share of the Company’s common stock and a 2014 Warrant to purchase 0.5 shares of the Company’s common stock, resulting in net proceeds of approximately $16.4 million after deducting paid and unpaid underwriting discounts and commissions and other offering costs. The Company allocated $2.4 million of the proceeds from the offering of common stock units to the 2014 Warrants based upon their estimated value which was recorded as additional paid-in capital.

In December 2013, the Company issued and sold 1,420,250 common stock units at an offering price of $1.35 per common stock unit. Each common stock unit consisted of one share of the Company’s common stock and a 2013 Warrant to purchase one share of the Company’s common stock, resulting in net proceeds of $26.4 million after deducting paid and unpaid underwriting discounts and commissions and other offering costs. The Company allocated $4.0 million of the proceeds from the offering of common stock units to the 2013 Warrants based upon their estimated value which was recorded as additional paid-in capital.

In July 2012, the Company issued 12.5 million shares of its common stock at an offering price of $4.95 per share, resulting in net proceeds of $57.4 million, after deducting underwriting discounts and commissions and other offering costs.

Common Stock Warrants

The following table sets forth a summary of outstanding warrants to purchase shares of the Company’s common stock as of December 31, 2015.

	Issue Date	Expiration Date	Outstanding		Exercise Price
Virgin Green Fund I, L.P.	January 2008	February 2016		1,920	$	82.20
CDP Gevo, LLC	September 2009	September 2016		54,185	$	40.50
TriplePoint Capital LLC	August 2010	August 2017		13,334	$	17.70
TriplePoint Capital LLC	October 2011	October 2018		10,469	$	17.70
TriplePoint Capital LLC	January 2012	October 2018		2,094	$	17.70
Genesis Select	June 2013	June 2018		2,000	$	24.45
2013 Warrants	December 2013	December 2018		1,115,476	$	7.53
2014 Warrants	August 2014	August 2019		389,229	$	5.13
2015 Series A Warrants	February 2015	February 2020		1,894,997	$	1.00
2015 Series C Warrants	May 2015	May 2020		430,000	$	3.60
2015 Series D Warrants	December 2015	December 2020		10,050,000	$	1.40
2015 Series E Warrants	December 2015	December 2016		6,529,000	$	0.01
Total				20,492,704

See Note 13 for a discussion of the warrants issued to CDP Gevo, LLC (“CDP”) for the purchase of shares of the Company’s common stock. See Note 7 for a discussion of all Warrants issued and subsequent changes in the exercise price.

In connection with signing its loan agreements with TriplePoint, the Company has issued warrants to purchase shares of its common stock. The fair values of the warrants were estimated using the Black-Scholes option pricing model. The Company records the fair value of these warrants as debt discount which is amortized to interest expense over the terms of the borrowing. In conjunction with the December 2013 amendment to the debt agreements with TriplePoint (see Note 8), the exercise price for the three outstanding warrants to purchase shares of the Company’s common stock held by TriplePoint were re-priced to reflect an exercise price equal $17.70. The Company calculated the estimated incremental fair value of the warrants based upon the Black-Scholes option pricing model. The incremental fair value is determined as the difference between the estimated fair value of the warrants immediately prior the re-pricing and the estimated fair value of the warrants after the re-pricing. The Company recorded the incremental fair value, $0.2 million, as a component of debt discount.

Reverse Stock Split

On April 15, 2015, the Board of Directors of the Company approved a reverse split of the Company’s common stock, par value $0.01, at a ratio of one-for-fifteen. This reverse stock split became effective on April 20, 2015 and, unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.