Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 374396307
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1.
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Names of
Reporting Persons.
Mitchell P. Kopin
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
761,553
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
761,553
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
761,553 (see Item 4)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
4.99% (see Item 4)
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12.
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Type of Reporting Person (See
Instructions)
IN; HC
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Page 2 of 9
CUSIP No. 374396307
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1.
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Names of
Reporting Persons.
Daniel B. Asher
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
761,553
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
761,553
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
761,553 (see Item 4)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
4.99% (see Item 4)
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12.
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Type of Reporting Person (See
Instructions)
IN; HC
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Page 3 of 9
CUSIP No. 374396307
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1.
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Names of
Reporting Persons.
Intracoastal Capital LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
761,553
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
761,553
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
761,553 (see Item 4)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
4.99% (see Item 4)
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 4 of 9
Item 1.
(a) Name of Issuer
Gevo, Inc.
(the
Issuer
)
(b) Address of Issuers Principal Executive Offices
345 Inverness Drive South, Building C, Suite 310
Englewood, Colorado 80112
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
This Schedule
13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (
Mr.
Kopin
), (ii) Daniel B. Asher, an individual who is a citizen of the United States
of America (
Mr.
Asher
) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (
Intracoastal
and together with Mr. Kopin and Mr. Asher, collectively the
Reporting Persons
).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with
this Schedule 13G as
Exhibit 1
, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k)
of the Securities Exchange
Act of 1934, as amended.
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, $0.01 par value per share, of the Issuer (the
Common Stock
).
(e) CUSIP Number
374396307
Item 3. If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) and (b):
(i) Immediately following the consummation of the underwritten public offering by the Issuer on
February 17, 2017 (the
Offering
) (as disclosed in the Form
8-K
filed by the Issuer with the Securities and Exchange Commission on February 16, 2017), each of the Reporting Persons
may have been deemed to have beneficial ownership of 1,224,286 shares of Common Stock, which consisted of (i) 1,010,000 shares of Common Stock held by Intracoastal and (ii) 214,286 shares of Common Stock issuable upon exercise of a warrant held by
Intracoastal (
Intracoastal Warrant 1
), and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 8.1% of the Common Stock, based on (1) 9,230,334 shares of Common Stock outstanding as
of January 31, 2017 as reported by the Issuer, plus (2) 5,680,000 shares of Common Stock that were issued at the closing of the Offering and
Page 5 of 9
(3) 214,286 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes: (I) 1,000 shares of Common Stock issuable upon exercise of a second warrant held by
Intracoastal (
Intracoastal Warrant 2
) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent that such exercise would
result in beneficial ownership by the holder thereof, together with any other persons whose beneficial ownership would or could be aggregated with that of such holder under Section 13(d) of the Securities Exchange Act of 1934 (the
1934
Act
), of more than 4.99% of the Common Stock, (II) 1,185,000 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (
Intracoastal Warrant 3
) because Intracoastal Warrant 3 contains a
blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any other persons whose beneficial
ownership would or could be aggregated with that of such holder under Section 13(d) of the 1934 Act, of more than 4.99% of the Common Stock, (III) 1,185,000 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal
(
Intracoastal Warrant 4
) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent that such exercise would result in
beneficial ownership by the holder thereof, together with any other persons whose beneficial ownership would or could be aggregated with that of such holder under Section 13(d) of the 1934 Act, of more than 4.99% of the Common Stock, and (IV)
155,000 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal (
Intracoastal Warrant 5
) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the
right to exercise Intracoastal Warrant 5 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any other persons whose beneficial ownership would or could be aggregated with that of such holder
under Section 13(d) of the 1934 Act, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,750,286 shares of Common Stock.
(ii) As of the close of business on February 21, 2017, each of the Reporting Persons may be deemed
to have beneficial ownership of 761,553 shares of Common Stock, which consisted of (i) 410,291 shares of Common Stock held by Intracoastal, (ii) 214,286 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (iii) 1,000 shares of
Common Stock issuable upon exercise of Intracoastal Warrant 2 and (iv) 135,976 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3, and all such shares of Common Stock in the aggregate represent beneficial ownership of
approximately 4,99% of the Common Stock, based on (1) 9,230,334 shares of Common Stock outstanding as of January 31, 2017 as reported by the Issuer, plus (2) 5,680,000 shares of Common Stock that were issued at the closing of the Offering, (3)
214,286 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (4) 1,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 and (5) 135,976 shares of Common Stock issuable upon exercise of Intracoastal Warrant
3. The foregoing excludes (I) 1,049,024 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 3 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any other persons whose beneficial ownership would or could be aggregated with that of such holder under Section 13(d)
of the 1934 Act, of more than 4.99% of the Common Stock, (II) 1,185,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have
the right to exercise Intracoastal Warrant 4 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any other persons whose beneficial ownership would or could be aggregated with that of such
holder under Section 13(d) of the 1934 Act, of more than 4.99% of the Common Stock and (III) 155,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 because Intracoastal Warrant 5 contains a blocker provision under which the
holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any other persons whose beneficial ownership would or could be
aggregated with that of such holder under Section 13(d) of the 1934 Act, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may be deemed to have beneficial ownership of 3,150,577 shares of Common
Stock.
(c)
Page 6 of 9
Number of shares as to which each Reporting Person has:
(1) Sole power to vote or to direct the vote:
0
.
(2) Shared power to vote or to
direct the vote:
761,553
.
(3) Sole
power to dispose or to direct the disposition of
0
.
(4) Shared power to dispose or to direct the disposition of
761,553
.
Item 5. Ownership of Five Percent
or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification
and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under
§240.14a-11.
Page 7 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 21, 2017
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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Page 8 of 9
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: February 21, 2017
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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Page 9 of 9