AEMETIS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Aemetis, Inc.

(Name of Registrant as Specified in its Charter)

n/a

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

You are invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Aemetis, Inc. (the “Company,” “we” or “our”), which will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Floor 2, Menlo Park, CA 94025, on Wednesday, May 29, 2024, at 1:00 p.m. (Pacific Time).

We discuss the matters to be acted upon at the meeting in more detail in the attached Notice of Annual Meeting and Proxy Statement. There are four specific items to be voted on:

· To elect Naomi L. Boness and Timothy A. Simon as Class III Directors, each to hold office for a three-year term, until their successors are duly elected and qualified;

· To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

· To approve an amendment to our Delaware Certificate of Incorporation to reduce the number of authorized preferred shares; and,

· To approve an amendment to our Delaware Certificate of Incorporation to provide officer exculpation.

Whether or not you plan to attend the meeting, you can be sure that your shares are represented by promptly voting in advance of the meeting by one of the methods provided. Your vote is important, whether you own a few shares or many.

If you have questions about the proxy, the Annual Meeting, or your stock ownership, please contact our Corporate Secretary by email at mike.rockett@aemetis.com. Thank you for your continued support of Aemetis, Inc.

Very truly yours,

/s/ Eric A. McAfee

Eric A. McAfee

Chair of the Board and Chief Executive Officer

20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014

Tel: 408-213-0940 - www.aemetis.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Aemetis, Inc.:

NOTICE IS HEREBY given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Aemetis, Inc. (the “Company” or “Aemetis”) will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Floor 2, Menlo Park, CA 94025 on Wednesday, May 29, 2024, at 1:00 p.m. (Pacific Time) for the following purposes:

The Board of Directors of the Company has fixed the close of business on April 3, 2024, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournment thereof.

Our Board of Directors recommends that you vote:

You are encouraged to vote. Each stockholder will either receive an email with instructions for access to proxy materials and voting or will receive a full set of proxy materials, depending on preferences you have provided. You can vote on the internet or by phone by following the instructions in the materials you receive. If you receive a proxy card, you can also vote by completing and returning the card. If you want to attend the Annual Meeting and vote in person, you may do so whether or not you vote or return a proxy in advance.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ J. Michael Rockett

J. Michael Rockett

Executive Vice President, General Counsel,

and Corporate Secretary

YOUR VOTE IS IMPORTANT, WHETHER YOU OWN A FEW SHARES OR MANY.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS