AEMETIS INC

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited, In thousands except for par value)

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited, in thousands except for loss per share)

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** DEFICIT**

(Unaudited, in thousands)

1. Summary of Significant Accounting Policies

Nature of Activities

Founded in2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis referred to herein as “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable natural gas and renewable fuels company focused on the operation, acquisition, development, and commercialization of innovative technologies to produce low and negative carbon intensity renewable fuels that replace fossil-based products. We do this by building a local circular bioeconomy using agricultural products and waste to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality. Our current operations include:

►California Ethanol - We own and operate a65 million gallon per year capacity ethanol production facility in Keyes, California (the “Keyes Plant”). In addition to low carbon renewable fuel ethanol, the Keyes Plant produces Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”), all of which are sold as animal feed to local dairies and feedlots. The Keyes Plant also sells CO₂ to Messer Gas who converts it to liquid and sells it to food, beverage, and industrial customers. We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our fuel.

►California Dairy Renewable Natural Gas - We produce Renewable Natural Gas (RNG) in central California. Our facilities consist ofeight anaerobic digesters that produce biogas from dairy waste, a36-mile biogas collection pipeline leading to a central upgrading hub, and an interconnect to inject the RNG into the utility natural gas pipeline for delivery to customers for use as transportation fuel. We are actively expanding our RNG production dairies, with several additional digesters under construction, agreements with a total of43 dairies, and environmental review completed for an additional24 miles of pipeline. We are also building our own RNG dispensing station, which is planned to begin operating in2024.

►India Biodiesel - We own and operate a plant in Kakinada, India (“Kakinada Plant”) with a capacity to produce about60 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oil and animal waste feedstocks. The Kakinada Plant isone of the largest biodiesel production facilities in India. The Kakinada Plant can also distill the crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.

In addition, we are actively growing our business by seeking to develop or acquire new facilities, including the following key projects:

►Sustainable Aviation Fuel and Renewable Diesel* – We are developing a sustainable aviation fuel and renewable diesel (“SAF/RD”) production plant to be located at the Riverbank Industrial Complex in Riverbank, CA. The plant is currently designed to produce an expected90* million gallons per year of SAF/RD from renewable oil and fats obtained from the Company’s other biofuels plants and other sources. The plant will use low-carbon hydroelectric electricity and renewable hydrogen that is generated within the plant’s own processes using byproducts of the SAF/RD production. In2023, we received approval of the Use Permit and CEQA for the development of the plant, and in* March 2024,*we received the Authority to Construct air permits for the plant. We are continuing with the engineering and other required development activities for the plant.

►Carbon Capture and Underground Sequestration* – We are developing Carbon Capture and Underground Sequestration (“CCUS”) facilities that will inject carbon dioxide captured from air emissions deep into the ground for geologic storage to reduce emissions to the atmosphere of greenhouse gases that contribute to global warming. In May 2023,the Company received a permit from the State of California to build a geologic characterization well that will provide information for the permitting and design of a CCUS well to be located in Riverbank, California. The Company plans to construct the geologic characterization well in2024* and is at the same time continuing engineering, permitting and other development activities for the sequestration well.

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The Company’s current and planned businesses produce renewable fuels and reduce carbon emissions, while generating valuable Renewable Fuel Standard credits, California Low Carbon Fuel Standard credits, and federal tax credits.

Basis of Presentation and Consolidation

These consolidated financial statements include the accounts of Aemetis, Inc. and its subsidiaries. We consolidate all entities in which we have a controlling financial interest. A controlling financial interest is usually obtained through ownership of a majority of the voting interests. However, an enterprise must consolidate a variable interest entity (“VIE”) if the enterprise is the primary beneficiary of the VIE, even if the enterprise doesnot own a majority of the voting interests. The primary beneficiary is the party that has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We consider Aemetis Biogas LLC ("ABGL") to be a VIE because the Company owns all of the outstanding common units of ABGL and is the primary beneficiary of ABGL's operations; accordingly, the assets, liabilities, and operations of ABGL are consolidated in these financial statements.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying consolidated condensed balance sheet as of* March 31, 2024*, the consolidated condensed statements of operations and comprehensive loss for thethree months ended* March 31, 2024and2023*, the consolidated condensed statements of cash flows for thethree months ended* March 31, 2024and2023*, and the consolidated condensed statements of stockholders’ deficit for thethree months ended* March 31, 2024and2023* are unaudited. The consolidated condensed balance sheet as of* December 31, 2023*, was derived from the2023 audited consolidated financial statements and notes thereto. The consolidated condensed financial statements in this report should be read in conjunction with the2023 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form10-K for the year ended* December 31, 2023*. The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of Company’s management, the unaudited interim consolidated condensed financial statements as of and for thethree months ended* March 31, 2024and2023* have been prepared on the same basis as the audited consolidated statements as of and for the year ended* December 31, 2023* and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for thethree months ended* March 31, 2024* arenot necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods.

There have beenno material changes to our significant accounting policies disclosed in Note1 - Nature of Activities and Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form10-K for the fiscal year ended* December 31, 2023.*

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2. Revenue

We derive revenue primarily from sales of ethanol and related co-products in California, renewable natural gas ("RNG") and related environmental attributes in California, and biodiesel and refined glycerin in India.

California Ethanol Revenues:Starting in thesecond quarter of2023, we began selling all our ethanol to J.D. Heiskell Holdings, LLC ("J.D. Heiskell"), who sells it to customers designated by us, and we have designated Murex, LLC, who continues to market the product. J.D. Heiskell doesnot charge a fee for reselling the ethanol, but it receives the payments from the ultimate customer. We also buy our corn feedstock from J.D. Heiskell, and J.D. Heiskell pays us the net balance between ethanol and other product we sell to J.D. Heiskell and our corn purchases from J.D. Heiskell. Our accounting (i) treats us as the purchaser/customer for corn purchases from J.D. Heiskell and we record the full purchase cost in cost-of-good sold, and (ii) treats us as the seller for ethanol and other product sales, so we treat all sales as revenue.

Given the similarity of the individual sales transactions with J.D. Heiskell, we have assessed them as a portfolio of similar contracts. Prior to* May 25, 2023,the performance obligation was satisfied by delivery of the physical product from our finished goods tank to our customer’s contracted trucks. Effective on May 25, 2023,the performance obligation is satisfied by delivery of the physical product to our finished goods tank leased by J.D. Heiskell. The transaction price is determined based on daily market prices and quarterly contract pricing negotiated by Murex for its customers for ethanol and based on dry distillers' market and local demand by our marketing partner A.L. Gilbert Company (“A.L. Gilbert”) for WDG. The transaction price is allocated toone* performance obligation.

During the lasttwo weeks of* December 2022,we undertook an extended maintenance cycle and accelerated the implementation of several important ethanol plant energy efficiency upgrades. Our decision was partly driven by the high natural gas prices in California during the period. After monitoring natural gas pricing and margin profitability, we decided to extend the maintenance cycle into thefirst* andsecond quarters of2023 and restarted the plant at the end of* May 2023,which accounts for lower revenue amounts shown in the table below for the period ending March 31, 2023.*

The following table shows sales in our California Ethanol segment by product category:

California Dairy Renewable Natural Gas Revenues: Our facilities as of* March 31, 2024*, consist ofeight anaerobic digesters that process feedstock from dairies into biogas, a36-mile collection pipeline leading to a central upgrading hub, and an interconnect to inject the RNG into the utility natural gas pipeline for delivery to customers for use as transportation fuel. In connection with dispensing the RNG, we generate sellable credits under the federal Renewable Fuel Standard (referred to as*"D3* RINs") and the California Low Carbon Fuel Standard ("LCFS"). We began sellingD3 RINs in thethird quarter of2023 and began selling LCFS credits in thefirst quarter of2024. We recognize revenue from sales of RNG concurrent with our production and injection into the transportation pipeline. We recognize revenue from sales ofD3 RINs and LCFS credits at the time we sell the credits.

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India Biodiesel Revenues:

The following table shows our sales in our India Biodiesel segment by product category:

3. Cash and Cash Equivalents

The following table reconciles cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheet to the statement of cash flows:

Restricted cash shown in the table above includes amounts required to be set aside by the Construction and Term Loan Agreement arranged by Greater Commercial Lending ("GCL") for financing reserves and construction contingencies.

4. Basic and Diluted Net Loss Per Share

Basic net loss per share is computed by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the dilution of common stock equivalents such as options, convertible preferred stock, debt and warrants to the extent the impact is dilutive.

The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of* March 31, 2024and2023*:

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**5. **Inventories

Inventories consist of the following:

As of * March 31, 2024* , and * December 31, 2023* , the Company recognized a lower of cost or net realizable value adjustment of $109 thousand and $ 58 thousand, respectively, related to inventory.

**6. **Property, Plant and Equipment

Property, plant and equipment consist of the following:

For thethree months ended* March 31, 2024and2023*, interest capitalized in property, plant and equipment was $1.7 million and $1.8 million, respectively.

Construction in progress includes costs for the biogas construction projects (dairy digesters and pipeline), Riverbank projects (sustainable aviation fuel and renewable diesel plant as well as carbon capture characterization well), and energy efficiency projects at the Keyes Plant. Property held for development is the partially completed Goodland Plant which isnot ready for operation. Depreciation will begin for each project when the project is finalized and placed into service. Depreciation on the components of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:

For thethree months ended* March 31, 2024and2023,* the Company recorded depreciation expense of $1.8 million for each period.

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**7. **Debt

Debt consists of the following:

Third Eye Capital Note Purchase Agreement

On* July 6, 2012,*Aemetis, Inc. and Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), entered into an Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Third Eye Capital Corporation (“Third Eye Capital”). Pursuant to the Note Purchase Agreement, Third Eye Capital extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”); (ii) senior secured revolving loans in an aggregate principal amount of $18.0 million (the “Revolving Credit Facility”); (iii) senior secured term loans in the principal amount of $10.0 million to convert the prior revenue participation agreement to a note (the “Revenue Participation Term Notes”); and (iv) senior secured term loans in an aggregate principal amount of $15.0 million (the “Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. (the Term Notes, Revolving Credit Facility, Revenue Participation Term Notes and Acquisition Term Notes are referred to herein collectively as the “Original Third Eye Capital Notes”).

The Original Third Eye Capital Notes have been amended several times. Most recently, on* March**25,* 2024, the Company and Third Eye Capital Corporation entered into a “Limited Waiver and AmendmentNo. 28 to Amended and Restated Note Purchase Agreement” (“AmendmentNo. 28”) that (i) revised the loan covenant related to Keyes plant note indebtedness to exclude certain draws on Third Eye credit facilities and to exclude the "Redemption Fee," as defined in the Amended and Restated Note Purchase Agreement, and (ii) changed the maximum ratio of Note Indebtedness to the Keyes Plant market value to120%. As consideration for AmendmentNo. 28, the Company agreed to pay Third Eye Capital an amendment fee of $0.1 million. We evaluated the terms of AmendmentNo. 28 in accordance with ASC470-50 Debt – Modification and Extinguishment and ASC470-60 Troubled Debt Restructuring and applied modification accounting treatment.

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Terms of Original Third Eye Capital Notes:

The Original Third Eye Capital Notes contain various covenants, including butnot limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. The terms of the Notes allow the lender to accelerate the maturity in the event of any default that could reasonably be expected to have a material adverse effect on the Company, such as any change in the business, operations, or financial condition. The Company has evaluated the likelihood of such an acceleration event and determined such an event tonot be probable in the nexttwelve months. The Notes allow interest to be added to the outstanding principal balance. The Original Third Eye Capital Notes are secured byfirst priority liens on all real and personal property of, and assignment of proceeds from all government grants and guarantees from the Company’s North American subsidiaries. The Original Third Eye Capital Notes all contain cross-collateral and cross-default provisions. McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Company’s Chair and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets. In addition, Eric McAfee has provided a personal guaranty of up to $10 million plus a pledge of his ownership interests in several personal assets.

Third Eye Capital Reserve Facility.On March 6, 2020,we entered into a reserve liquidity facility governed by a promissory note, payable to Third Eye Capital Corporation, in the principal amount of $18 million. The reserve liquidity facility has been amended several times. Most recently, on March 25, 2024,the Company and Third Eye Capital entered into a "Seventh Amended and Restated Promissory Note" that increased the amount available under the reserve liquidity facility to $85 million and extended the maturity date to April 1, 2025.Borrowings under the Note are available until maturity. Interest on borrowed amounts would accrue at a rate of 30% per annum, to be paid monthly in arrears, or 40% if an event of default has occurred and continues. Interest payments due maybe capitalized into the principal balance of the Note. The Company pays a standby fee of 2% per annum of the difference between the aggregate principal outstanding under the Note and the commitment, payable monthly arrears in either cash or stock. The Note also requires the Company to pay a fee in the amount of $0.5 million in connection with a request for an advance on the Note, provided that such fee maybe added to the principal amount of the Note. In addition, the Company would be required to make payments on the Note with funds received from the closing of certain new debt or equity financing or transactions, as described in the Note. The Note is secured by liens and security interests upon the property and assets of the Company. As of March 31, 2024, we haveno borrowings outstanding under the Reserve Liquidity Note.

Third Eye Capital Revolving Credit Facility for Fuels and Carbon Lines.On March 2, 2022,Goodland Advanced Fuels, Inc. ("GAFI) and Aemetis Carbon Capture, Inc. (“ACCI”) entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital, as administrative agent and collateral agent, and the lender party thereto (the “New Credit Facility”). The New Credit Facility provides fortwo credit lines with aggregate availability of up to $100 million, consisting of a revolving credit facility with GAFI for up to $50 million (the “Fuels Revolving Line”) and a revolving credit facility with ACCI for up to $50 million (the “Carbon Revolving Line” and together with the Fuels Revolving Line, the “Revolving Lines”). Loans received under the Fuels Revolving Line have a maturity date of March 1, 2025,and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00% and (ii)ten percent (10.0%). Loans received under the Carbon Revolving Line have a maturity date of March 1, 2026and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 4.00% and (ii)eight percent (8.0%). Loans under the Fuels Revolving Line are available for working capital purposes and loans made under the Carbon Revolving Line are available for projects that reduce, capture, use, or sequester carbon with the objective of reducing carbon dioxide emissions. As of March 31, 2024, GAFI had principal and interest outstanding of $35.1 million classified as current debt and $1.8 million unamortized debt issuance costs. As of* March 31, 2024*, ACCI had principal and interest outstanding of $0.3 million classified as current debt, $23.4 million classified as long-term debt, and $1.5 million in unamortized debt issuance costs.

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Cilion Shareholder Purchase Obligation. In connection with the Company’s merger with Cilion, Inc. (“Cilion”), on* July 6, 2012,the Company incurred a$5.0 million payment obligationto Cilion shareholders as merger compensation subordinated to the senior secured Third Eye Capital Notes. The liability bears interest at 3% per annum and is due and payable after the Third Eye Capital Notes have been paid in full. As of March 31, 2024*, Aemetis Facility Keyes, Inc. had $7.0 million inprincipal and interest outstanding under the Cilion payment obligation under the merger agreement.

Subordinated Notes. On* January 6and January 9, 2012,AAFK entered into Note and Warrant Purchase Agreements withtwo* accredited investors pursuant to which it issued $3.4 million in original notes to the investors (“Subordinated Notes”). The Subordinated Notes mature everysix months. Upon maturity, the Subordinated Notes are renewable at the Company's election forsix month periods with a fee of 10% added to the balance outstanding plus issuance of warrants exercisable at $0.01 with atwo-year term. Interest accrues at 10% per annum and is due at maturity. Neither AAFK nor Aemetis* maymake any principal payments under the Subordinated Notes until all loans made by Third Eye Capital to AAFK are paid in full. On January 1, 2024,the maturity on the Subordinated Notes was extended to June 30, 2024.In connection with the extension, the Company paid a $340 thousand extension fee by adding the fee to the balance of the Subordinated Notes and issued warrants exercisable for 113 thousand shares of common stock with a term oftwo years and an exercise price of $0.01 per share. The Company evaluated the January 1, 2024,amendment and the refinancing terms of the notes and applied modification accounting treatment in accordance with ASC470*-50 Debt – Modification and Extinguishment. At* March 31, 2024* and* December 31, 2023*, the Company had, in aggregate,$17.7 million and $17.6 million in principal and interest outstanding, respectively, under the Subordinated Notes.

EB-5 Promissory Notes. EB-5 is a U.S. government program authorized by the Immigration and Nationality Act designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the U.S. economy and to promote employment of U.S. workers. The Company entered into a Note Purchase Agreement dated* March 4, 2011 (as further amended on January 19, 2012and July 24, 2012)with Advanced BioEnergy, LP, a California limited partnership authorized as a “Regional Center” to receive EB-5 investments, for the issuance of up to72* subordinated convertible promissory notes (the “EB-5 Notes”) bearing interest at2-3%. Advanced BioEnergy, LP arranged equity investments by foreign investors, and then Advanced BioEnergy used the invested equity to make loans to the Keyes Plant. Each note was issued in the principal amount of $0.5 million for a total aggregate principal amount of up to $36.0 million (the “EB-5 Phase I funding”). The original maturity date on the promissory notes has been extended. On* February 27, 2019,Advanced BioEnergy, LP, and the Company entered into an Amendment to the EB-5 Notes which restated the original maturity date on the promissory notes with automaticsix*-month extensions as long as the Advanced Bioenergy investors’ immigration processes are in progress. Given the COVID-19 pandemic and processing delays for immigration process, Advanced BioEnergy, LP extended the maturity dates for debt repayment based on their projected processing timings as long as the investors donot give notice of withdrawal or an I-829 gets approved. Accordingly, the notes have been recognized as long-term debt while investor notes who obtained green card approval have been classified as current debt. The EB-5 Notes are convertible into Aemetis, Inc. common stock at a conversion price of $30 per share. As of* March 31, 2024*, $35.5 million has been released from the escrow amount to the Company, with $0.5 million remaining to be funded to escrow. As of* March 31, 2024* and* December 31, 2023*, $38.0 million and $37.9 million was outstanding, respectively, on the EB-5 Notes.

On* October 16, 2016,the Company launched its EB-5 Phase II funding (the “EB-5 Phase II Funding”) and entered into a Note Purchase Agreement with Advanced BioEnergy II, LP, a California limited partnership authorized as a Regional Center to receive EB-5 Phase II funding investments. The Company received $4.0 million in loan funds before certain changes to and expiration of the EB-5 program prevented further funding. The federal EB-5 program was recently reauthorized, and in March 2024,the U.S. Customs and Immigration Service approved the Company's project for up to $200 million of additional investment using EB-5 funds. Under the new rules, the minimum investment was raised from $0.5 million per investor to $0.8 million per investor. The terms of the EB-5 Phase II Funding are similar to the terms of thefirst* round of EB-5 funding. As of* March 31, 2024*, and* December 31, 2023*, $4.4 million and $4.3 million were outstanding on the EB-5 Notes under the EB-5 Phase II funding, respectively.

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India Biodiesel Secure and Unsecured Loans. On* November 13, 2023,the Company entered into a secure loan agreement with Secunderabad Oils Limited in an amountnot* to exceed $3.6 million. The loan is secured by the fixed assets and currents assets of the India Plant. The loans bear interest at 18% and are payable monthly. On* November 6, 2023,the Company entered into a short-term loan with Leo Edibles & Fats Limited in an amountnot* to exceed $1.27 million. The loans bears interest at 18% and are payable monthly. The loans are repayable on demand by the lender or withinone year from the date of issuance. As of* March 31, 2024and December 31, 2023,*the Company had outstanding balance of $4.0 million and $3.8 million, respectively.

Aemetis Biogas1 LLC Term Loan.** On* October 4, 2022,the Company entered into a Construction Loan Agreement (“AB1* Construction Loan”) with Greater Nevada Credit Union (“GNCU”). Pursuant to theAB1 Construction Loan, the lender made available an aggregate principal amount of $25 million, secured by all personal property collateral and real property collateral of Aemetis Biogas1 LLC. TheAB1 Construction Loan contained certain financial covenants to be measured as of the last day of each fiscal year end, and annually for the term of the loan. Effective as of* December 22, 2023,theAB1* Construction Loan was refinanced and replaced with a term loan ("AB1 Term Loan"). TheAB1 Term Loan is secured by all personal property collateral and real property collateral of Aemetis Biogas1 LLC. It bears interest at a rate of 9.25% per annum, to be adjusted everyfive years thereafter to equal thefive-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00% or (ii) the index floor. Other material terms of the loan include: (i) payments of interest only to be paid in monthly installments beginning* January 22, 2024, (ii) payments of equal combined monthly installments of principal and interest beginning on January 22, 2025,and (iii) a maturity date of December 22, 2042,at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. TheAB1* Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end2025, and annually for the term of the loan. TheAB1 Term Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature. As of* March**31,* 2024 and* December 31, 2023,the Company had $25.3 million and $25.1 million, respectively, outstanding under theAB1* Term Loan.

Aemetis Biogas2 LLC Construction and Term Loan.** On* July 28,2023, the Company entered into asecond Construction and Term Loan Agreement (“AB2 Loan") with Magnolia Bank, Incorporated. Pursuant to theAB2 Loan, the lender has made available an aggregate principal amountnot to exceed $25 million. The loan is secured by all personal property collateral and real property collateral of Aemetis Biogas2 LLC. The loan bears interest at a rate of 8.75% per annum, to be adjusted everyfive years thereafter to equal thefive-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00%. Other material terms of theAB2 Loan include: (i) payments of interest only to be paid in monthly installments beginning August 15, 2023, (ii) payments of equal combined monthly installments of principal and interest beginning on August 15, 2025,and (iii) a maturity date of July 28, 2043,at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. TheAB2* Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end2025, and annually for the term of the loan. TheAB2 Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature. As of* March 31, 2024,and December 31, 2023,the Company had $19.4 million and $16.8 million, respectively, outstanding and unamortized discount issuances costs of $0.8 million for each period, respectively, under theAB2* Loan.

Financing Agreement for Capital Expenditures. The Company entered into an agreement with Mitsubishi Chemical America, Inc. (“Mitsubishi”) to purchase ZEBREXTM membrane dehydration equipment to conserve energy and improve operating efficiencies at the Keyes Plant. The Company also entered into a financing agreement with Mitsubishi for $5.7 million for this equipment. Payments pursuant to the financing transaction will commence after the installation date and interest will be charged based on the certain performance metrics after operation of the equipment. After an initial start-up process, process bottlenecks were encountered and operations were suspended pending further examination and optimization. We recorded the asset in property, plant and equipment, net and recorded the related liability of $2.2 million in short term borrowings and $3.6 millionin other long-term debt, respectively as of* March 31, 2024*.

Maturity Date Schedule

Scheduled debt repayments for the Company’s loan obligations by year are as follows:

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8. Leases

The Company is a party to operating leases for the Company's corporate office in Cupertino, modular offices, and laboratory facilities. We have also entered into several finance leases for mobile equipment and for the Riverbank Industrial Complex. These finance leases have a purchase option at the end of the term that we are reasonably certain we will exercise, so the leases are classified as finance leases. Our leases have remaining terms ofone year to 13 years. We made an accounting policy election to keep leases with an initial term of12 months or less off the balance sheet. We will recognize those lease payments in the Consolidated Statements of Operations as we incur the expenses.

The Company evaluates leases in accordance with ASC842 –Lease Accounting. When discount rates implicit in leases cannot be readily determined, we use the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and right of use (ROU) assets. The incremental borrowing rate used by the Company is based on weighted average baseline rates commensurate with the Company’s secured borrowing rate over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter are used.

The components of lease expense are as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Supplemental non-cash flow information related to ROU asset and lease liabilities was as follows for thethree months ended* March 31, 2024and2023*:

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Supplemental balance sheet information related to leases is as follows:

Maturities of operating lease liabilities are as follows:

The Company acts as sublessor in certain leasing arrangements, primarily related to land and buildings. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. Sublease income and head lease expense for these transactions are recognized on net basis on the consolidated financial statements. Sublease income is recorded in the other operating income section of the Consolidated Statements of Operations and Comprehensive Loss.

The components of lease income are as follows:

Future lease commitments to be received by the Company as of* March 31, 2024*, are as follows:

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9. Aemetis Biogas LLC–** Series A Preferred Financing**

On* December 20, 2018,Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair-X Americas, Inc., with Third Eye Capital acting as an agent. ABGL is authorized to issue 11,000,000 common units and 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”). ABGL issued 6,000,000 common units to Aemetis, Inc. at a value of $5.00 per common unit for a total of $30.0 million in funding.5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events. From inception of the agreement through2022,* ABGL issued 6,000,000 Series A Preferred Units in exchange for $30.0 million in funding, reduced by a redemption of 20,000 Series A Preferred Units for $0.3 million. The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, in addition to several operating covenants.

On* February 8, 2024,ABGL entered into an agreement entitled Fifth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Fifth Amendment") providing: (i) a waiver to ABGL fornot* redeeming all Series A Preferred Units by* December 31, 2023and (ii) the right for ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2024,for an aggregate redemption price of $111.0 million. The PUPA Fifth Amendment further provides that if ABGL doesnot* redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair-X and Third Eye Capital effective as of* May 1, 2024and maturing April 30, 2025,in substantially the form attached to the PUPA Fifth Amendment. The credit agreement bears an interest rate equal to the greater of (i) the prime rate plus 10.0% and (ii)16.0%. In accordance with the provisions ofASC470-60 Troubled Debt Restructuring*, we applied troubled debt restructuring accounting to the PUPA Fifth Amendment, resulting inno gain or loss from the application of this accounting to the entry of the PUPA Fifth Amendment. As of filing of this Form10Q, the Company hasnot executed the credit agreement and has been in the process of obtaining the extension to redeem the Series A Preferred Units. In addition, consistent with ASC470-60, the Company accretes the amount of principal and interest due using the effective interest method from the starting liability value to the full amount that would be due as of* April 30, 2025.Based on the terms of the PUPA Fifth Amendment, the deferred PUPA redemption balance is classified as long term liability as of March 31, 2024.*

The Company recorded Series A Preferred Unit liabilities as long-term liabilities of $116.9 million and $113.2 million as of* March 31, 2024*, and* December 31, 2023*, respectively.

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10. Stock-Based Compensation

2019 Stock Plan

On* August 26, 2021,the stockholders of the Company approved the Aemetis, Inc. Amended and Restated2019* Stock Plan (the*“2019* Stock Plan”). This plan allows our Board or delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, Directors, and consultants. The2019 Stock Plan has a term of 10 years from the original version adoption date of* April 25, 2019,and supersedes all prior stockholder approved plans with respect to new grants. Options issued under prior plans and the prior version of the2019* stock plan remain outstanding and exercisable according to their terms. The2019 Stock Plan authorizes a total pool of 4,558,621 shares as of* July 1, 2021,including all outstanding option grants under all plans and all shares then available for issuance under the2019* Stock Plan as of that date. Shares within this pool that expire or terminate unused become available for a subsequent grant. In addition, the number of shares available for issuance automatically increases on* January 1of each year by an amount equal to 4% of the sum of total common stock outstanding on January 1*and 2,541,823 shares.

The following table summarizes activity under the2019 Stock Plan and prior plan during thethree-month period ending* March 31, 2024*:

The number of outstanding option shares as of* March 31, 2024*, includes 4.3 million shares that are vested.

Inducement Equity Plan

In* March 2016,the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of 100,000 non-statutory stock options to purchase common stock. This plan wasnot* approved by stockholders, and as a result is available only for grants to prospective employees. As of* March 31, 2024*, there areno option grants outstanding under the Inducement Equity Plan.

Stock-based Compensation Expense

Stock-based compensation is accounted for in accordance withASC718,* Compensation - Stock Compensation*, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based on estimated fair value on the grant date. We estimate the fair value using the Black-Scholes option pricing model and recognize that fair value as an expense over the vesting period of each grant using the straight-line method. We only record compensation cost for vested options. The Black-Scholes valuation model for stock based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, expected dividends, and expected forfeitures. We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin Topic14, Share-Based Payment. Volatility is based on an average of the historical volatility of Aemetis, Inc. common stock during the period of time preceding the date of option issuance that matches the term of the option grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the treasury maturity term corresponding with the expected life of the option. We use an expected dividend yield of zero, as we donot anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to bezero due to the small number of plan participants. To the extent actual forfeitures occur, the difference is recorded as an adjustment in the scheduled expense during the period of the forfeiture.

The weighted average fair value calculations for the options granted during thethree months ended* March 31,*2024 and2023 are based on the following assumptions:

During thethree months ended* March 31, 2024and2023*, the Company granted 363,500 and 243,850 restricted stock awards, respectively, with a fair value on date of grant of$3.10 and $3.75, respectively, per share.

As of* March 31, 2024*, the Company had $9.9 million of total unrecognized compensation expense for option issuance, which the Company will amortize over the remaining vesting period for each applicable grant, which has a weighted average of 1.9 years as of* March 31, 2024*.

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11. Warrants

During thethree months ending* March 31, 2024*, the Company granted warrants totwo subordinated lenders in connection with debt extensions. The warrants were exercisable for 113,000 shares of the Company's common stock at an exercise price of$0.01 per share with atwo-year term. These warrants were exercised during thethree months ending* March 31, 2024*.

The fair value calculations for issued warrants are based on the following weighted average factors:

The following table summarizes warrant activity during thethree months ending* March 31, 2024*:

All of the above outstanding warrants are vested and exercisable as of* March 31, 2024*.

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12. Agreements

*Working Capital Arrangement.Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, the Company procures whole yellow corn from J.D. Heiskell. The Company has the ability to obtain grain from other sources subject to certain conditions; however, in the past all the Company’s grain purchases have been from J.D. Heiskell. Title and risk of loss of the corn pass to the Company when the corn is deposited into the Keyes Plant weigh bin. Pursuant to a separate agreement entered in May 2023,*J.D. Heiskell also purchases all of our ethanol and other products and sells them to customers designated by us. We have designated Murex to purchase ethanol and WDG and A.L Gilbert to purchase corn oil. The Company’s relationships with J.D. Heiskell, and A.L. Gilbert are well established, and the Company believes that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching out to widespread customer base, managing inventory, and providing working capital relationships.

The J.D. Heiskell sales and purchases activity associated with the J.D. Heiskell Purchase Agreement and J.D. Heiskell Procurement Agreement during thethree months ended* March 31, 2024and2023* were as follows:

Ethanol and Wet Distillers Grains Marketing Arrangement. The Company entered into a Fuel Ethanol Purchase and Sale Agreement with Murex, which matures on* October 31, 2023,with automaticone*-year renewals thereafter. On* May 30, 2023,the Company entered into AmendmentNo.* 1 to the Fuel Ethanol Purchase and Sale Agreement that provides (i) the Company temporarily suspend the agreement for the duration of the Company's Working Capital Agreement with J.D. Heiskell, and (ii) the initial term shall be automatically renewed beginning on* October 1, 2023,and ending on March 31, 2025.The Company also entered into a Wet Distillers Grains Marketing Agreement with A.L. Gilbert, which matures on December 31, 2024,with automaticone*-year renewals thereafter.

For thethree months ended* March 31, 2024and2023*, the Company expensed marketing costs of 0.2 million and$0*.4* million, respectively, under the terms of both the Ethanol Marketing Agreement and the Wet Distillers Grains Marketing Agreement. These marketing costs are presented as part of Selling, General, and Administration expenses.

For thethree months ended* March 31, 2024and2023*, the Company expensed shipping and handling costs related to sales of ethanol $0.7 million and expensed transportation costs related to sales of WDG of $1.4 million.

For thethree months ended* March 31, 2023,the Company didnot* incur material marketing costs, shipping and handling cost related to sales of ethanol, or transportation costs related to the sales of WDG as the Keyes Plant was in extended maintenance cycle.

Supply Trade Agreement. On* July 1, 2022,the Company entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”). Under this agreement, Gemini agreed to provide the Company with a supply of feedstock up to a credit limit of $12.7 million with collateral of inventories, current assets, and fixed assets. If the Company fails to pay the invoice within theten*-day credit period, the outstanding amount will bear interest at18%. The original term of the agreement is forone year and which was extended fortwo years with maturity of* June 2025.Either party can terminate the agreement by giving noticeone* month notice in writing. As of* March 31, 2024and December 31, 2023,*the Company had accounts payable of $4.3 million and $7.5 million outstanding balance, respectively, under this agreement.

As of* March 31, 2024,*we haveno forward sale commitments.

Natural Gas Purchase Agreement.As of March 31, 2024,we entered into a forward purchase agreement to buy80 thousand MMBtu of natural gas at a fixed price from Aprilthrough October 2024.

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**13. **Segment Information

Aemetis recognizes three reportable segments “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.”

The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased for the production of CO₂.

The “California Dairy Renewable Natural Gas” reportable segment includes the production and sale of Renewable Natural Gas ("RNG") and associated environmental attributes, consisting of anaerobic digesters located at diaries, at36 mile biogas collection pipeline, biogas upgrading hub that produces RNG from the biogas, and a pipeline interconnect.

The “India Biodiesel” reportable segment includes the Company’s 60 million gallon per year nameplate capacity biodiesel manufacturing plant in Kakinada India, and administrative offices in Hyderabad, India.

The Company has additional operating segments that have been determinednot to be separately reportable segments, including our key projects under development which consists of the development of a sustainable aviation fuel and renewable diesel production plant in Riverbank, California, and the development of Carbon Capture and Underground Sequestration wells in California. Additionally, our corporate offices, Goodland Plant in Kansas, and research and development facility in Minnesota are included in the “All Other” category.

Summarized financial information by reportable segment for thethree months ended* March 31, 2024and2023* follows:

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California Ethanol:During2023, the Company amended the Corn Procurement and Working Capital Agreement and the J.D. Heiskell Purchasing Agreement to procure corn from J.D. Heiskell and sell all ethanol, WDG, and corn oil that the Company produces to J.D. Heiskell. Sales of ethanol, WDG, and corn oil toone customer accounted for 99.7% of the Company’s California Ethanol segment revenues for thethree months ended * March 31, 2024* . Sales of ethanol, WDG, and corn oil toone customer accounted for 77% of the Company’s California Ethanol segment revenues for thethree months ended* March 31, 2023*.

California Dairy Renewable Natural Gas:During thethree months ended* March 31, 2024*, we sold RNG to a single customer and soldD3 RINs and LCFS credits totwo other customers. During thethree months ended* March 31, 2023*, all sales of RNG were to a single customer.

India Biodiesel: Three biodiesel customers accounted for 40%,38%, and 16% of the Company’s India segment revenues for thethree months ended* March 31, 2024*. One biodiesel customer accounted for 80% of the Company’s India segment revenues for thethree months ended* March 31, 2024*.

Total assets by reportable segments as of* March 31, 2024* and* December 31, 2023* follows:

**14. **Related Party Transactions

The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee, $0.7 million in connection with employment agreements, bonus, and expense reimbursements previously accrued as salaries expense and accrued liabilities. In thefirst quarter of2023, the Audit Committee of the Company approved aone-time guarantee fee of $0.4 million to McAfee Capital in connection with McAfee Capital’s guarantees of the Company’s indebtedness with Third Eye Capital. As of* March 31, 2024,*the outstanding balance is $0.2 million.

The Company owes various members of the Board amounts totaling$0.3 million as of* March 31, 2024*, and* December 31, 2023*, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For thethree months ended* March 31, 2024and2023*, the Company expensed $0.1 million and $0.1 million, respectively, in connection with board compensation fees.

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**15. **Subsequent Events

None.

16. Liquidity

The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. As a result of negative capital, negative operating results, and collateralization of substantially all of the Company assets, the Company has been reliant on its senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and was required in2023 to remit excess cash from operations to the senior secured lender. In order to meet our obligations during the nexttwelve months, we will need to refinance debt with our senior lender for amounts becoming due in the nexttwelve months or receive the continued cooperation of our senior lender. This dependence on our senior lender raises substantial doubt about the Company's ability to continue as a going concern. While we believe our India biodiesel and California RNG businesses will generate positive cash flow from operations in2024 which reduces cash demands and allows payments against other obligations, we will also continue to sell equity through our at-the-market registration at consistent levels and pursue the following strategies to improve liquidity:

Operations and Project Development

For the Keyes Plant, we plan to operate the plant and continue to improve its financial performance by adopting new technologies or process changes that allow for energy efficiency, cost reduction, or revenue enhancements, as well as, execute upon awarded grants that support investments in equipment to improve energy and operational efficiencies resulting in lower cost, lower carbon emissions, and overall margin improvement.

For Aemetis Biogas, we plan to operate our existing biogas digesters to produce and sell Renewable Natural Gas (RNG) and the associated FederalD3 RINs and California LCFS credits. We are continuing to build new dairy digesters and pipeline extensions. We began generating revenue from biogas operations in2023 and we expect that this revenue will continue for the full year2024, as well as increase as we build new digesters. We also expect revenue to increase when the California Air Resource Board processes our LCFS pathway applications and approves a provisional carbon intensity that is lower than the temporary carbon intensity we currently use to calculate the quantity of LCFS credits that we generate. We are seeking debt financing from a variety of sources to accelerate the construction of additional digesters.

For the India Plant, we plan to continue to sell our biodiesel to OMCs pursuant to cost-plus contracts. We are also continuing to upgrade the plant to increase feedstock flexibility (and thereby lower feedstock costs), increase production capacity, and produce new products. Additionally, we are in the process of negotiating contractual arrangements for the export of refined animal tallow into international markets.

Financing

We plan to continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring existing loan agreements, entering into additional debt agreements for specific projects, obtaining project specific equity and debt for development projects, and obtaining additional debt from the current EB-5 Phase II offering.

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