AEMETIS, INC
For the period ended Dec 31, 2024. Filed Mar 14, 2025.
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FY2024 · Filed Mar 14, 2025
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Item 9B. Other Information
(a) Current Reports
Item1.01 Entry into a Material Definitive Agreement.
On* March 12, 2025,ABGL entered into an agreement entitled Eighth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Eighth Amendment") with an Effective Date of January 31, 2025,that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2025,for an aggregate redemption price of$114.8* million. The PUPA Eighth Amendment is attached at Exhibit10.52 to this Form10-K and is described in the notes to the Financial Statements in Item8 of this Form10-K underNote9* Aemetis Biogas LLC – Series A Preferred Financing* andNote15* Subsequent Events*. This description is a summary only and is qualified by the text of the attached Exhibit10.52.
On* March 12, 2025,Goodland Advanced Fuels, Inc. and Aemetis Carbon Capture, Inc. entered into an agreement entitled “Amendment and WaiverNo.* 6 to Credit Agreement” with Third Eye Capital Corporation to amend the existing Amended and Restated Credit Agreement to (i) replace the Fuels Revolving Line maturity date of* March 1, 2025,with a new provision that makes the Fuels Revolving Line due on demand of the lender, and (ii) changes the interest rate for the Fuels Revolving Line to the greater of prime rate plus11%* or15%. The Amendment is attached as Exhibit10.66 to this Form10-K and is also described in the notes to the Financial Statements in Item8 of this Form10-K underNote5* DebtandNote15 Subsequent Events*. This description is a summary only and is qualified by the text of the attached Exhibit10.66.
On* March 12, 2025,Goodland Advanced Fuels, Inc. and Aemetis Carbon Capture, Inc. (collectively, the “Borrowers”) entered into a Promissory Note with Third Eye Capital Corporation that provides a credit commitment up to$10* million for the Borrowers to use for payment of outstanding interest and fees owed under the Amended and Restated Credit Agreement previously entered between the same parties. The note would accrue interest at24% per annum on outstanding principal, have a maturity date of* April 1, 2026,and is secured by a substantial part of the assets of the Company. The Promissory Note is attached as Exhibit10.67* to this Form10-K and is also described in the notes to the Financial Statements in Item8 to this Form10-K underNote15* Subsequent Events*. This description is a summary only and is qualified by the text of the attached Exhibit10.67.
(b) Adoption and Termination of Rule10b5*-1 Stock Trading Plans by Officers and Directors*
On* December 17, 2024,Andrew B. Foster, Executive Vice President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Plan that (i) took effect February 14, 2025, (ii) has a term lasting until March 17, 2026, (iii) provides for the sale of up to 447,834 shares of common stock to be issued upon exercise of options currently held by Mr. Foster, (iv) contains multiple limit orders designating the minimum prices upon which sales mayoccur, and (v) is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule10b5*-1(c). Mr. Foster's newly adopted Rule10b5-1 Trading Plan replaces a previously adopted plan that expired on* December 31, 2024.*No shares were transacted under the expired plan.
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