AEMETIS, INC

1. Nature of Activities and Summary of Significant Accounting Policies

Nature of Activities. These consolidated financial statements include the accounts of Aemetis, Inc. (formerly AE Biofuels, Inc.), a Delaware corporation, and its subsidiaries (collectively, “Aemetis” or the “Company”):

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 produces and 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 by reducing fossil fuel inputs.

►California Dairy Renewable Natural Gas - We produce Renewable Natural Gas (RNG) in central California. Our facilities includeeleven anaerobic digesters that produce biogas from dairy waste, a36-mile biogas collection pipeline leading to a central upgrading hub, and a utility interconnection to inject the RNG into the natural gas pipeline for delivery to customers for use as transportation fuel. We are actively expanding our RNG production dairies, withfive additional digesters under construction, agreements with a total of50 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 in2025.

►India Biodiesel - We own and operate a plant in Kakinada, India ("Kakinada Plant" or "India Plant") with a capacity to produce80 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 also distills 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 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 the California Environmental Quality Act ("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.

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►Carbon Capture and Underground Sequestration* – We are developing Carbon Capture and Underground Sequestration (“CCUS”) facilities that will inject carbon dioxide captured from our biofuel production facilities and other sources deep into the ground for geologic storage to reduce emissions to the atmosphere of greenhouse gases that contribute to global warming. In May 2023,we 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 located in Riverbank, California. We drilled thefirst* phase of the characterization well in* September 2024,and plan to complete the drilling in2025* while at the same time continuing engineering, permitting and other development activities for the sequestration well.

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. ABGL was assessed to be a VIE and through the Company's ownership interest in all of the outstanding common stock, the Company has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company.

All intercompany balances and transactions have been eliminated in consolidation.

****Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. To the extent there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. **

**Revenue Recognition. We derive revenue primarily from sales of ethanol and related co-products in California Ethanol segment, renewable natural gas andD3 RIN and LCFS credits for the California Dairy Renewable Natural Gas segment, and biodiesel in the India Biodiesel segment. We assess the following criteria under the ASC606 guidance: (i) identify the contracts with customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when the entity satisfies the performance obligations.

***Cost of Goods Sold.*Cost of goods sold includes those costs directly associated with the production of revenues, such as raw material consumed, factory overhead, and other direct production costs. During periods of idle plant capacity at the Keyes plant from Januaryto May2023, costs otherwise charged to cost of goods sold are reclassified to selling, general and administrative expense.

******Shipping and Handling Costs. When incurred, shipping and handling costs are classified as a component of cost of goods sold in the accompanying consolidated statements of operations.

Accounts Receivable. *The California Ethanol segment sells all of its products to J.D. Heiskell under the J.D. Heiskell Purchasing Agreement. The Renewable Natural Gas segment sells all of its products to various customers and mayrequire advance payment based on the size and creditworthiness of the customer. The India Biodiesel segment sells biodiesel, glycerin, and processed natural oils to a variety of customers and mayrequire advanced payment based on the size and creditworthiness of the customer. Accounts receivable mostly consist of product sales made to large creditworthy customers, most with various payment terms from0*-30 days. Trade accounts receivable are presented at original invoice amount, net of any allowance for credit losses.

The Company maintains an allowance for credit losses for balances that appear to have specific collection issues and estimates an allowance for expected credit losses. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a credit loss is recorded for the balance in question. Delinquent accounts receivables are charged against the allowance for credit losses once un-collectability has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, additional allowances* maybe required. As of December 31, 2024,*the allowance for credit losses was $36 thousand.

******Inventories. Finished goods, raw materials, and work-in-process inventories are valued using methods that approximate the lower of cost (first-in,first-out) or net realizable value (NRV). Distillers’ grains and related products are stated at NRV. In the valuation of inventories, NRV is determined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold.

******Other current assets. Other current assets contain input tax credits of $2.1 million and advances to staff and vendors of $0.3 million by our India biodiesel segment.

Property, Plant and Equipment. Property, plant, and equipment are carried at cost less accumulated depreciation after assets are placed in service and are comprised primarily of buildings, furniture, machinery, equipment, land, biogas dairy digesters, and the Keyes Plant, Goodland Plant, and Kakinada Plant. It is the Company’s policy to depreciate capital assets over their estimated useful lives using the straight-line method.

The Company evaluates the recoverability of long-lived assets with finite lives in accordance with ASC Subtopic360-10-35 Property Plant and Equipment –Subsequent Measurement, which requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of asset groups* maynot* be recoverable. When events or changes in circumstances indicate that the carrying amount of an asset group* maynot* be recoverable, based on estimated undiscounted cash flows, the impairment loss would be measured as the difference between the carrying amount of the asset group and its estimated fair value. The Company hasnot recorded any impairment as of* December 31, 2024and2023*.

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Investment Tax Credits. **In thethird quarter of2023 and thefourth quarter of2024, the Company sold tothird-party purchasers certain transferrable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the California Dairy Renewable Natural Gas segment and the Keyes Plant solar microgrid. The Company accounted for the ITC sales in accordance with ASC740 by electing the flow-through method. For the years ended* December 31, 2024and2023,* the contractual net proceeds of the tax credits sales of $12.3 million and $55.2 million, respectively, are recorded as an income tax benefit. The proceeds for thethird quarter2023 sale were received in* October 2023.The proceeds for thefourth* quarter2024 sale were received in* January 2025and presented on the balance sheet as "Tax credit sale receivable" as of December 31, 2024.***

Income Taxes.*** The Company recognizes income taxes in accordance with ASC740 Income Taxesusing an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on provisions of enacted tax law. ASC740* provides for recognition of deferred tax assets if the realization of such assets is more likely thannot to occur. Otherwise, a valuation allowance is established for the deferred tax assets, which* may**not* be realized. As of* December 31, 2024and2023*, the Company recorded a full valuation allowance against its U.S. federal and state net deferred tax assets due to operating losses incurred since inception. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets were fully offset by a valuation allowance.

The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The determination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that the Company make certain estimates and judgments. Changes to these estimates or a change in judgment* may*have a material impact on the Company’s tax provision in a future period.

In2018, the Company adopted certain tax accounting policies related to the new global intangible low-taxed income (“GILTI”) provisions under the Tax Cuts and Jobs Act such that the Company: (1) accounts for all GILTI related book-tax differences as period costs and (2) uses the Incremental Cash Tax Savings approach in evaluating its valuation allowance assessment related to the GILTI inclusion.

Basic and Diluted Net Income (Loss) per Share. Basic net loss per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares 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 Company incurred a net loss for the years ended* December 31, 2024and2023*, so potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive.

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

**Comprehensive Loss. ASC220 Comprehensive Incomerequires that an enterprise report, by major components and as a single total, the change in its net assets from non-owner sources. The Company’s other comprehensive loss and accumulated other comprehensive loss consists solely of cumulative currency translation adjustments resulting from the translation of the financial statements of our India subsidiary. The investment in this subsidiary is considered indefinitely invested overseas, and as a result, deferred income taxes arenot recorded related to the currency translation adjustments.

********Foreign Currency Translation/Transactions. **The Company’s India subsidiary operates in a local currency environment where the local currency is the functional currency used for transactions and accounting. Assets and liabilities of that subsidiary are translated into U.S. dollars at exchange rates in effect at the balance sheet date and the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive loss. Income and expense accounts are translated at average exchange rates during the year. Transactional gains and losses from foreign currency transactions are recorded in other (income) loss, net.

**Fair Value of Financial Instruments. The Company's significant financial instruments with fair value considerations include current and non-current portion of subordinated debt, notes payable, Series A preferred units, and long-term debt. Due to the unique terms of our notes payable and long-term debt and the financial condition of the Company, the fair value of the debt isnot readily determinable. The fair value determined using level3 inputs of all other current financial instruments is estimated to approximate carrying value due to the short-term nature of these instruments.

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****Share Based Compensation. We recognize share-based compensation expense in accordance with ASC718 *Stock Compensation,*which requires the Company to recognize expenses related to the estimated fair value of the Company’s share-based compensation awards over the vesting period, adjusted to reflect only those shares that are expected to vest.

Commitments and Contingencies. **We record and/or disclose commitments and contingencies as they relate to existing conditions, situations, or sets of circumstances involving uncertainty as to possible loss that will ultimately be resolved whenone or more future events occur or fail to occur.

********Convertible Instruments. ** The Company evaluates the impacts of convertible instruments based on the underlying conversion features. Convertible Instruments are evaluated for treatment as derivatives that could be bifurcated and recorded separately.

***Debt Issuance Costs.***The Company records debt issuance costs related to specific incremental costs directly attributable to issuing, modifying, or extending a debt instrument. The debt issuance costs are reported as an adjustment to the carrying amount of the debt. The debt issuance costs are amortized using the interest rate method over the life of the debt instrument.

**Troubled Debt Restructuring Accounting. **The evaluation for troubled debt restructuring includes assessing whether financial difficulties are present and then whether the creditor granted a concession. To determine this, we calculate the post-restructuring effective interest rate by projecting cash flows on the new terms and calculating a discount rate equal to the carrying amount of pre-restructuring debt and comparing this calculation to the terms of prior amendments. If the post restructuring effective interest rate is less than the prior terms effective interest rate, we assess this as having been granted a concession. We then apply troubled debt restructuring accounting to any debt in which the creditor granted a concession.

Debt Modification Accounting.**The Company evaluates amendments to its debtnot accounted for as troubled debt restructuring in accordance with ASC470-50 Debt–* Modification and Extinguishments* for modification and extinguishment accounting. This evaluation includes comparing the net present value of cash flows of the new debt to the old debt to determine if changes greater than10 percent occurred. In instances where the net present value of future cash flows changes more than10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company, and if less than10 percent, the Company applies modification accounting by amending the carrying value of debt and costs and amortizing over the remaining life of the loan.

Recent Accounting Pronouncements.

In* November 2023,the FASB issued ASU2023*-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses that are regularly provided to the CODM. The amendments are effective for the Company’s annual periods beginning* January 1, 2024,and for interim periods within fiscal years beginning January 1, 2025.Retrospective application is required. The Company has now implemented this ASU as presented in Note13.* Segment Information.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning* January 1, 2025,with early adoption permitted, and should be applied either prospectively or retrospectively. The company will implement ASU2023*-09 for the year ended* December 31, 2025.*

In* November 2024,FASB issued ASUNo.* 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. ASU2024-03 is effective for annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027,with early adoption permitted. The Company is currently evaluating ASU2024*-03 to determine the impact on the Company's disclosures.

There wereno other recently issued and effective authoritative guidance that are expected to have a material impact on the Company’s Consolidated Financial Statements through the reporting date.

2. Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity ofthree months or less to be cash equivalents. The Company maintains cash balances at various financial institutions domestically and abroad. The Federal Deposit Insurance Corporation insures domestic cash accounts. The Company’s accounts at these institutions* mayat times exceed federally insured limits. The Company hasnot* experienced any losses in such accounts. Amounts included in restricted cash represent those required to be set aside by theAB1 andAB2 Loan Agreements with Greater Nevada Credit Union ("GNCU") and Magnolia Bank, respectively, and will be released at times specified in each agreement.

The following table reconciles cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheet to the total of the same such amounts shown in the statement of cash flows.

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3. Inventories

Inventories consist of the following:

As of* December 31, 2024* and* December 31, 2023*, the Company recognized a lower of cost or net realizable value adjustmentof $112 thousand and $58 thousand respectively, related to inventory.

4. Property, Plant and Equipment

Property, plant and equipment consist of the following:

Interest capitalized in property, plant, and equipment was $5.0 million and $5.6 million for the years ended* December 31, 2024and2023*, respectively.

Construction in progress includes costs for the biogas construction projects (dairy digesters andpipeline), 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:

The Company recorded depreciation expense of approximately $8.3 million and $6.9 million respectively, for the years ended* December 31, 2024and2023*.

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5. 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. On May 16, 2023,*Third Eye Capital and the Company entered into a new Revolving Notes Series B agreement related to certain existing principal under the Revolving Credit Facility and for subsequent principal increases. The Term Notes, Revolving Credit Facility, Revolving Notes Series B, Revenue Participation Term Notes, and Acquisition Term Notes are referred to herein collectively as the "Third Eye Capital Keyes Notes." The Third Eye Capital Keyes Notes have been amended several times, and the current key terms are as follows:

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The Third Eye Capital Keyes 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 a 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 notes are secured byfirst priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from the Company’s North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries, and contain cross-collateral and cross-default provisions. McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Company’s Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr. McAfee has also provided a personal guaranty of up to $10 million plus a pledge of his ownership interest in several personal assets.

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 had a maturity date of* March 1, 2025,and accrued interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00% and (ii)ten percent (10.0%) (13.50% per annum as of December 31, 2024*). In* March 2025,the Fuels Revolving Line was amended to remove the maturity date and make the note payable upon demand and to change the interest rate to the greater of (i) the prime rate plus 11% and (ii)fifteen percent (15.00%). Loans received under the Carbon Revolving Line have a maturity date of March 1, 2026,and 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%) (11.50% per annum as of December 31, 2024*). As of* December 31, 2024*, GAFI had principal and interest outstanding of $41.7 million classified as current debt net of $0.4 million unamortized debt issuance costs. As of* December 31, 2024*, ACCI had principal and interest outstanding of $2.5 million classified as current debt, $24.9 million classified as long-term debt, and $1.1 million in unamortized debt issuance costs.

Cilion 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 obligation to Cilion shareholders ("Cilion Obligation") as merger compensation. The liability bears interest at 3% per annum and becomes payable upon satisfaction of specified targets related principally to sales of equity. As of December 31, 2024*, there was $7.2 million in principal and interest outstanding on the Cilion Obligation.

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 and the current maturity date is* June 30, 2025*. 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. As of December 31, 2024*, and2023, the Company had, in aggregate, $19.4 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 that is 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 by U.S. Citizenship and Immigration Services 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 to3%. The EB-5 Notes are convertible into Aemetis, Inc. common stock at a conversion price of $30 per share. Advanced BioEnergy, LP received equity investments from foreign investors, and then Advanced BioEnergy used the invested equity to make loans to the Keyes Plant ownership entities. The EB-5 Notes are subordinated to the Company's senior secured debt to Third Eye Capital. On* February 27, 2019,Advanced BioEnergy, LP, and the Company entered into an Amendment to the EB-5 Notes that modified the stated maturity dates of the EB-5 Notes to provide automaticsix*-month extensions as long as the Advance BioEnergy investors’ immigration processes are in progress. Accordingly, notes derived from Advanced BioEnergy equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy equity provided by investors who have obtained green card approval have been classified as current debt. In* July 2024in connection with settlement of litigation initiated by a broker engaged by Advanced BioEnergy, we entered into a further amendment of a portion of the EB-5 notes to reduce the interest rate to 1% in exchange for the Company entering into a separate promissory note and agreeing to pay the broker certain of Advanced Bioenergy's obligations. In connection with this amendment, we recognized a gain of $162 thousand which is recorded in the Statement of Operations as Other Income. As of December 31, 2024* and2023, $34.6 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 certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB-5 equity funding investments. The Company received $4 million in loan funds from Advanced BioEnergy II, LP 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,U.S. Citizenship and Immigration Services approved the Company's project for up to $200 million of additional investment using EB-5 funds. Under the new rules, the minimum investment is raised from $0.5 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* December 31, 2024* and2023, $4.4 million and $4.3 million was outstanding on the notes under the EB-5 Phase II funding, respectively.

EB-5 Broker Promissory Note. In* July 2024we signed a promissory note with a broker engaged by Advanced BioEnergy in an agreement to pay the broker certain of Advanced BioEnergy's obligations. The note principal was $3.3 million, and payable throughfourth* quarter of2026 at 0% interest. As of* December 31, 2024,*$1.4 million was outstanding as current portion of long-term debt, and $1.2 million in other long-term debt.

India Biodiesel Secured and Unsecured Loans. On* November 13, 2023,the Company entered into a secured loan agreement with Secunderabad Oils Limited in an amountnot* to exceed $3.6 million. The loan is secured by the fixed assets and current assets of the Kakinada Plant and bears interest at 18% 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 loan bears interest at 18% and is payable monthly. The loans are repayable on demand by the lender or withinone year from the date of issuance. The outstanding loan balances as of* December 31, 2024mature on various dates during thefourth* quarter of2025. As of* December 31, 2024* and2023, the Company had outstanding balances of $5.1 million and $3.8 million, respectively, under these agreements.

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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. 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 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 both* December 31,2024 and December 31,*2023, the Company had $25.1 million in outstanding principal and interest under theAB1 Term Loan.

Aemetis Biogas2 Construction and Term Loan.** On* July 28,2023, the Company entered into a 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* December 31, 2024* and* December 31, 2023*, the Company had $23.9 million and $16.8 million, respectively, outstanding and unamortized discount issuances costs of $0.8 million and $0.8 million, respectively, under theAB2 Loan.

Jessup land acquisition notes.In connection with the Company's acquisition of land in November 2024,the Company entered intotwo installment note agreements with private lenders totaling $840 thousand with interest accruing at 11.99%. As of December 31, 2024 the company owed $840 thousand on these notes.

Financing Agreement for capital expenditures. In2018, the Company entered into an agreement with Mitsubishi Chemical America, Inc. (“MCA”) to purchase certain equipment to conserve energy at the Keyes Plant. The Company isno longer operating the equipment, and in* June 2024,entered into an Agreement with MCA to amicably resolve all differences and terminate the2018* equipment purchase agreement. As a result, the Company derecognized $9.6 million in net property, plant, and equipment; $3.6 million in long-term liabilities; $2.2 million in short-term liabilities and $0.2 million in accounts payable from its consolidated condensed balance sheet. The derecognition resulted in a net $3.6 million loss that is included inselling, general and administrative expense on the consolidated condensed statement of operations for the year ended* December 31, 2024.*

Maturity Date Schedule

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

6. 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. All of our leases have remaining term 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.

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The components of lease expense and sublease income is as follows:

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

Supplemental non-cash flow information related to the operating ROU asset and lease liabilities for the year ended* December 31, 2024and2023*:

Supplemental balance sheet information related to leases was as follows:

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Maturities of lease liabilities were 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 for the years ended* December 31, 2024and2023*, were as follows:

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

7. Aemetis Biogas-** Series A Preferred Financing and Variable Interest Entity**

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 Technologies 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, and 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.

Between inception and* December 31, 2024,the agreement has been amended multiple times to extend the redemption date along with associated changes to key terms, with each modification treated as a troubled debt restructuring under ASC470*-60 withno gain or loss recorded. On* November 6, 2024,ABGL entered into an agreement entitled Seventh Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Seventh Amendment") with an Effective Date of August 31, 2024,that provided, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by January 31, 2025,for an aggregate redemption price of $115.5 million. The PUPA Seventh Amendment further provided that if ABGL didnot* redeem the Series A Preferred Units by the redemption date, ABGL would enter into a credit agreement with Protair-X Technologies Inc. and Third Eye Capital effective as of* February 1, 2025,and maturing January 31, 2026,in substantially the form attached to the PUPA Seventh Amendment and specified that entry of the credit agreement would satisfy the obligation to redeem the units. The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0% and (ii)16.0%. We determined that Third Eye Capital provided a concession to redeem the preferred shares at lower effective borrowing rate than the credit agreement interest rate of the prior amendment rate. In accordance with the troubled debt restructuring provisions of ASC470,* we didnot record any gain or loss from the entry of the PUPA Seventh Amendment and we began accreting the redemption price from a carrying value of $124.9 million to $137.9 million over the period ending* January 31, 2026.*

In* March 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 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 Technologies Inc. and Third Eye Capital effective as of* May 1, 2025,and maturing April 30, 2026,in substantially the form attached to the PUPA Eighth Amendment and specifies that entry of the credit agreement will satisfy the obligation to redeem the Series A Preferred Units. The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0% and (ii)16.0%. We will evaluate the PUPA Eighth Amendment according to ASC470.* The Company recorded Series A Preferred Unit liabilities of $126.6 million and $113.2 million as long-term liabilities as of* December 31, 2024* and2023, respectively.

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Variable interest entity assessment

After consideration of ABGL’s operations and the above agreement, we concluded that ABGL didnot have enough equity to finance its activities without additional subordinated financial support. ABGL is capitalized with Series A Preferred Units that are recorded as liabilities under U.S. GAAP. Hence, we concluded that ABGL is a VIE. Through the Company's ownership interest in all of the outstanding common stock, its current ability to control the board of directors, the management fee paid to Aemetis and control of subordinated financing decisions, Aemetis has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company. ABGL's total assets before intercompany eliminations as of* December 31, 2024* were $126.1 million which serve as collateral for the Series A Preferred Units.

**8. **Equity

Common Stock

The Company is authorized to issue 80 million shares of common stock, $0.001 par value per share.

Dividends

The Company hasnot declared or paid cash dividends on common stock. We currently expect to use future earnings to operate or expand our business and to reduce outstanding debt and therefore donot anticipate paying cash dividends in the foreseeable future. In addition, we currently have covenants in certain of our debt agreements that prohibit paying dividends without the consent of the applicable lender.

Preferred Stock

The Company is authorized to issue up to 65 million shares of preferred stock, $0.001 par value per share. Effective as of* December 12, 2023,the Company converted all outstanding preferred stock to common stock. As a result, as of December 31, 2024and2023,* the Company hasno outstanding shares of preferred stock.

Convertible Securities

The following table shows the number of shares of common stock that could be issued pursuant to outstanding convertible securities:

9. Warrants to Purchase Common Stock

During2024, the Company issuedtwo subordinated lenders warrants exercisable for the purchase of 226,666 shares of common stock at an exercise price of $0.01 per share with a term oftwo years. These warrants were exercised in2024 with a combination of cashless exercise and cash payments.

The following table shows the weighted average fair value calculations for warrants granted based on the listed weighted average assumptions:

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The following table summarizes warrant activity for the years ended* December 31, 2024and2023*:

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

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.

Pursuant to the2019 Stock Plan, the company issued stock options to employees exercisable for 1.8 million and 1.3 million shares during the years ended* December 31, 2024* and2023, each with a 10-year term and 3-year vesting schedule. The Company issued restricted stock award grants with immediate vesting to directors for 428 thousand shares and 244 thousand shares during the years ended* December 31, 2024* and2023, respectively, with a weighted average fair value on date of grant of $3.10 and $3.75 per share, respectively for those same time periods. In2024, the restricted stock award grants included65 thousand shares issued to board members to satisfy accrued payables due for board fees, and the cost for those shares isnot included in stock-based compensation expense.

The following table summarizes activity under the2019 Stock Plan during2023 and2024:

The following table summarizes vested and unvested option awards outstanding as of* December 31, 2024and2023*:

Note1: ** ** Intrinsic value based on the $2.69 and $5.24 closing price of Aemetis, Inc. common stock on * December 31, 2024and2023* respectively, as reported on the NASDAQ Exchange.

Inducement Equity Plan Options

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. As of December 31, 2024*, no options were outstanding under the Inducement Equity Plan. This plan wasnot approved by stockholders so is available only for grants to prospective employees.

Stock-based Compensation Expense

Stock-based compensation is accounted for in accordance with ASC718, 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 BulletinNo. 107, 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 for options granted during the years ended2024 and2023 are based on the following assumptions:

For the years ended* December 31, 2024and2023*, the Company recorded stock-based compensation expense in the amount of$8.3 million, and $7.7 million, respectively. As of* December 31, 2024*, the Company had $4.5 million of total unrecognized compensation expense for employees that the Company will amortize over the remaining vesting period of each individual option grant. The outstanding unvested options have a remaining weighted average vesting term of 1.7 years.

11. Revenue and Accounts Receivable

California Ethanol: We sell most of our fuel ethanol segment products to J.D. Heiskell which sells them tothird parties designated by us. We invoice J.D. Heiskell each business day with payment due upon invoicing, withno variable consideration, andno financing options. We record revenue as invoiced, which is when performance obligations have been met, and donot collect any advance payments for products at the ethanol segment, so there isno unearned revenue as of* December 31, 2024.We also buy our corn feedstock from J.D. Heiskell, and J.D. Heiskell pays us the net balance between ethanol and other product sales and our corn purchases. We record the full purchase cost as costs of goods sold. There areno* significant obligations for returns, refunds, or warranties in the ethanol segment.

Given the similarity of the individual sales transactions with J.D. Heiskell, we have assessed them as a portfolio of similar contracts. The performance obligation for ethanol is satisfied at the point in time of delivery of the physical product to our finished goods tank leased by J.D. Heiskell, at which point the customer has the ability to direct the use of the product and receive substantially all of the benefits, and the risk of loss passes to the customer, and thus we are the principal in the ethanol segment sales to 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. For the other ethanol segment products, our performance obligations are satisfied at the point in time when the product leaves the Keyes Plant premises on the transportation truck, at which point the customer has the ability to direct the use of the product and receive substantially all of the benefits, and the risk of loss passes to the customer.

The ethanol segment revenue for2023 includes sales forseven out oftwelve months due to an extended maintenance cycle from* Januaryto Mayof2023* that included implementation of several important ethanol plant energy efficiency upgrades. Our decision to cease production 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.Sales in2024* represent production for the fulltwelve months.

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

California Dairy Renewable Natural Gas: Our facilities as of* December 31, 2024consist ofeleven* 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 gas into the utility natural gas pipeline for delivery to customers for use as transportation fuel. We recognize revenue from gas sales concurrent with injection of gas into the pipeline, at which point the risk of loss transfers to the customer and our performance obligation has been met. In connection with dispensing the RNG, we also generate sellable credits under the federal Renewable Fuel Standard (referred to as*"D3* RINs") and the California Low Carbon Fuel Standard credits ("LCFS"). We began sellingD3 RINs in thethird quarter of2023 and began selling LCFS credits in thefirst quarter of2024. We recognize revenue from sales ofD3 RINs and LCFS credits at the time we sell the credits. We record a liability for unearned revenue on the limited occasions in which the renewable natural gas segment receives payment from customers prior to the performance obligations being fulfilled. As of* December 31, 2024and2023*, the company had $1.6 million and $0 as liabilities for unearned revenue, respectively, with the revenue for the2024 balance recognized in* January 2025*after the performance obligations were fulfilled.

India Biodiesel: We sell products pursuant to purchase orders (written or verbal) or by contract with governmental or international parties, in which performance is satisfied at the point in time when the physical product is delivered and accepted. Given that the contracts are sufficiently similar in nature, we have assessed these contracts as a portfolio of similar contracts as allowed under the practical expedient. Doing so doesnot result in a materially different outcome compared to individually accounting for each contract. All domestic and international deliveries are subject to certain specifications as identified in contracts. The transaction price is determined based on reference market prices for biodiesel, refined glycerin, and PFAD net of taxes. Transaction price is allocated toone performance obligation. The India segment records a liability for advance payments received from customers, and revenue is generally recognized shortly after each reporting period once performance obligations are fulfilled; the balance for unearned income at the India segment isnot material to our company.

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

Accounts receivable for all segments represent invoicing for products with varying payment terms, but withno variable consideration or financing. The opening balance of accounts receivable for all segments as of* January 1, 2023,was $1.3 million, and the closing balances as of December 31, 2024and2023,* were $1.8 million and $8.6 million, respectively.

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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 marketing companies designated by us. We have designated Murex to purchase and market ethanol and A.L. Gilbert to purchase and market WDG and corn oil. The Company’s relationships with J.D. Heiskell, Murex, 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 following table summarizes the J. D. Heiskell purchase and sales activity during the years ended* December 31, 2024and2023*:

Ethanol and Wet Distillers Grains Marketing Arrangement.

On* May 30, 2023the Company suspended direct sales of ethanol to Murex for the duration of the Company's Working Capital agreement with J.D. Heiskell. While the direct sales to Murex are suspended, Murex remains as our marketing partner to market the ethanol we sell to J.D. Heiskell. The Company has a Wet Distillers Grains Marketing Agreement with A.L. Gilbert that automatically renews annually on December 31.*

The agreements with J.D. Heiskell, Murex, and A.L. Gilbert include marketing and transportation services. For the years ended* December 31, 2024and2023*, the Company expensed marketing costs of $2.6 million and $1.5 million, respectively, in connection with the marketing arrangements and these costs included in Selling, General, and Administration expense.

For the year ended* December 31, 2024*, the Company expensed $3.8 million in transportation costs related to sales of ethanol and $6.0 million related to sales of WDG. For the year ended* December 31, 2023*, the Company expensed $1.7 million in transportation costs related to sales of ethanol, and $3.3 million related to sales of WDG. Transportation costs are included in costs of goods sold.

Supply Trade Agreement. On* July**1,* 2022, the Company entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies the Company with feedstock up to a credit limit of $12.7 million with collateral interest in inventories, current assets, and fixed assets. If the Company fails to pay an invoice within theten-day credit period, the outstanding balance bears interest at 18%. The agreement matures in* June 2025,and either party can terminate the agreement by givingone* month's notice in writing. As of* December 31, 2024* and2023, the Company had accounts payable of $6.2 million and $0.0 million, respectively, under this agreement.

*Natural Gas Purchase Agreement.As of December 31, 2024, we have forward purchase agreement in place to buy approximately 120 thousand MMBtu of natural gas at a fixed price of $5.29 per MMBtu through March 2025,and 120 thousand MMBtu of natural gas at a NYMEX index plus $2. The Company has elected to apply thenormal purchases and normal sales scope exception under ASC815, *hence the natural gas purchased under this agreement is accounted for and included as cost of goods sold in the Company's financial statements.

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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 and associated environmental attributes. It consists of anaerobic digesters located at dairies, a36 mile biogas collection pipeline, a biogas upgrading hub that produces Renewable Natural Gas from biogas, and a pipeline interconnect.

The “India Biodiesel” reportable segment includes the Company’s 80 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 were determinednot to be reportable segments, including our key projects under development which consists of sustainable aviation fuel and renewable diesel production in Riverbank and Carbon Capture and Underground Sequestration wells in California. Additionally, our corporate offices, Goodland Plant in Kansas, Riverbank Industrial Complex management, and our research and development facility in Minnesota are included in the “All Other” category.

For all segments, our Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The CODM uses EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses. The CODM manages and allocates resources to the operations of each segment. This enables the CEO to assess the Company’s overall level of available resources and determine how best to deploy these resources for capital expenditures and other strategic opportunities that are in line with our long-term strategic goals. The CODM is regularly provided with consolidated revenues and expense information or forecasted expense information for the applicable reportable segments. The CODM doesnot review total assets by segment for purposes of assessing segment performance and these arenot included in the tables below. The CODM assesses segment operation levels and allocates operating expenses accordingly to each segment, as indicated in the totals below.

The following tables summarize financial information by reportable segment for the years ended* December 31, 2024and2023*:

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California Ethanol:Sales of ethanol, WDG, and corn oil toone customer (J.D. Heiskell) accounted for 98% and 100% of the Company’s California Ethanol segment revenues for the years ended December 31, 2024 and2023, respectively.

California Dairy Renewable Natural Gas:Sales of renewable natural gas during the years ended December 31, 2024 and2023, were from sales to a single customer. We soldD3 RINs and LCFS credits totwo other customers.

India Biodiesel: During the year ended* December 31, 2024*, three biodiesel customers accounted for 40%,32% and 21% of the Company’s India Biodiesel segment revenues. During the year ended* December 31, 2023*, three biodiesel customers accounted for 47%,25%,23% of the Company’s India Biodiesel segment revenues.

14. Grants Received

California Energy Commission Low-Carbon Fuel Production Program. The Company has been awarded $4.2 million in matching grants from the California Energy Commission Low-Carbon Fuel Production Program (“LCFPP”). The LCFPP grant reimburses the Company for costs to design, procure, and install processing facility to clean-up, measure and verify negative-carbon intensity dairy renewable natural gas fuel at the production facility in Keyes, California. The Company has received $3.8 million from the LCFPP as of* December 31, 2024*, as reimbursement for actual costs incurred. Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Department of Food and Agriculture Dairy Digester Research and Development Grant. In2019, the Company was awarded $3.2 million in matching grants from the California Department of Food and Agriculture (“CDFA”) Dairy Digester Research and Development program. The CDFA grant reimburses the Company for costs required to permit and constructtwo of the Company’s biogas capture systems under contract with central California dairies. The Company received all the awarded grant proceeds as of thesecond quarter of2021. In* October 2020,the Company was awarded $7.8 million in matching grants from the CDFA Dairy Digester Research and Development program. The CDFA grant reimburses the Company for costs required to permit and constructsix* of the Company’s biogas capture systems under contract with central California dairies. The Company has received $6.8 million from the CDFA2020 grant program as of* December 31, 2024*, as reimbursement for actual costs incurred. Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Energy Commission Low Carbon Advanced Ethanol Grant Program. In* May 2019,the Company was awarded the right to receive reimbursements from the California Energy Commission Community-Scale and Commercial-Scale Advanced Biofuels Production Facilities grant under the Alternative and Renewable Fuel and Vehicle Technology Program in an amount up to $5.0 million (the “CEC Reimbursement Program”) in connection with the Company’s expenditures toward the development of the Riverbank Cellulosic Ethanol Facility. To comply with the guidelines of the CEC Reimbursement Program, the Company must make a minimum of $7.9 million in matching contributions to the Riverbank project. The Company receives funds under the CEC Reimbursement Program for actual expenses incurred up to $5.0 million as long as the Company makes the minimum matching contribution. Given that the Company hasnot* made the minimum matching contribution, the California Energy Commission didnot extend the due date and wouldnot move forward with this grant program. Given the nature of the project, the grant for reimbursement of capital expenditures of $1.7 million is presented with other current liabilities as of* December 31, 2024and2023*.

U.S. Department of Food and Agriculture Forest Service Grant. Aemetis Advanced Products Keyes (“AAPK”) has been awarded $245 thousand in matching grants from the U.S. Department of Food and Agriculture Forest Service (“US Forest Service”) under the Wood Innovation and Community Wood program. The grant reimburses the Company for continued development of technologies and processes to valorize forest waste for the production of cellulosic ethanol. AAPK has received all of the $245 thousand of the grant awarded by the US Forest Service as reimbursement for actual allowable program costs incurred through* December 31, 2024*.

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California Energy Commission Grant for Solar Microgrid, DSC and Battery Backup System. Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded an $8.0 million grant to design, construct and commission a grid-connected1.56 MW photovoltaic microgrid and1.25MW/2.5MWh Battery Energy Storage System integrated with an artificial intelligence-driven distributed control system (DCS). The grant requires $1.6 million in matching contributions which the Company has made. AAFK received $5.9 million in grant funds from this program as reimbursement for actual expenditures incurred through* December 31, 2024*. Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Department of Forestry and Fire Protection Grant. AAPK has been awarded $2 million in matching grants from the CAL FIRE Business and Workforce Development Grant Program (“CAL Fire”) in* May 2022.This CAL Fire grant program reimburses AAPK for costs to design, construct, and commission a2* million gallon per year cellulosic ethanol facility that will convert conifer biomass from forested regions of the Sierra Nevada into an ultra‐low carbon biofuel derived from100% forest biomass (“CAL Fire Conversion Program”). AAPK must contribute $5.8 million in cost share contributions to the project to receive grant proceeds. AAPK has received no grant funds from the CAL Fire Conversion Program as reimbursement for actual costs through* December 31, 2024*.

California Department of Forestry and Fire Protection Grant. AAPK has been awarded $500 thousand in grants from CAL Fire in* May 2022.This CAL Fire grant program reimburses AAPK for costs to advance a new‐to‐the world technology that circumvents current limitations surrounding the extraction of cellulosic sugars by pioneering a novel route for deconstructing woody biomass using ionic liquids (“CAL Fire Extraction Program”). AAPK has receivedno grant funds from the CAL Fire Extraction Program as reimbursement for actual costs through December 31, 2024*.

U.S. Forest Service Community Wood Grant. Aemetis Advanced Products Riverbank (“AAPR”) has been awarded $642 thousand in matching grants from the U.S Forest Service Wood Innovations Program (“USFS”) in* May 2022.The USFS grant program reimburses AAPR for costs to design, construct, and commission a plant to produce cellulosic ethanol using preliminary research and development in partnership with the Joint Bioenergy Institute (JBEI). USFS grant funds will be used to complete the FEL-3 design phase of the entire process, construct a biomass pretreatment unit to extract sugars at the Aemetis Riverbank site and ferment sugars into ethanol at the Keyes Plant. AAPR must contribute $2.4 million in cost share contributions to the project to receive grant proceeds. AAPK has receivedno* grant funds from the USFS grant program as reimbursement for actual costs through* December 31, 2024*.

USDA Biofuel Producer Program Grant. During thesecond quarter of2022, a grant in the amount of $14.2 million was received from the USDA’s Biofuel Producer Program, created as part of the CARES Act, to compensate biofuel producers who experienced market losses due to the COVID-19 pandemic. This was recorded in the other expense (income) section of the Consolidated Statements of Operations and Comprehensive Loss.

California Energy Commission Grant for Mechanical Vapor Recompression System. Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded a $6.0 million grant to design, construct and commission a mechanical vapor recompression (MVR) system. The additional evaporation stages will eliminate natural gas consumption and related greenhouse gas emissions in the evaporation portion of the process by installing metering equipment and software to monitor and optimize the plant’s energy consumption. The MVR system will compress vapor to a higher pressure and temperature so that it can be recycled multiple times as steam heat in the evaporation process, which will dramatically reduce natural gas use. The grant requires $5.3 million in matching contributions. AAFK has received $3.9 million from this program as reimbursement for actual expenditures incurred through* December 31, 2024*. Due to the uncertainty associated with the approval process under the grant program, the Company will recognize future grant proceeds received as a reduction of costs in the period when payment is received.

Pacific Gas and Electric SEM Manufacturer’s Incentive Program. Since entering the SEM program in2019, AAFK has been awarded $1.1 million in potential benefits through incentive payments and reduced utility costs. Aemetis has installed energy efficient equipment throughout the Keyes facility as a requirement, and Third-Party consultants verify natural gas reductions for PG&E. To date, Aemetis has received $504 thousand in direct incentive payments, with and estimated $131 thousand to be paid in early2025, and the remaining amount to be realized in utility cost savings.

15. Related Party Transactions

The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee, $1.2 million in connection with employment agreements, bonus awards, expense reimbursements, and guarantee fees in connection with McAfee Capital's guarantees of the Company's indebtedness with Third Eye Capital as of* December 31, 2024.The total balance accrued was $0.9 million as of December 31, 2023.*

16. Income Tax

The Company files a consolidated federal income tax return including all its domestic subsidiaries except for Aemetis Biogas LLC, which files its own returns. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries.

Components of tax expense consist of the following:

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The Company records deferred tax liability in other long term liabilities in the Consolidated Balance Sheets. The deferred tax liability resulted as India subsidiary had income for the year ended* December 31, 2024*. U.S. loss and foreign income (loss) before income taxes are as follows:

Income tax benefit differs from the amounts computed by applying the statutory U.S. federal income tax rate (21%) to loss before income taxes as a result of the following:

The components of the net deferred tax asset or (liability) are as follows:

Based on the Company’s evaluation of current and anticipated future taxable income, the Company believes it is more likely thannot that insufficient taxable income will be generated to realize the net deferred tax assets, and accordingly, a valuation allowance has been set against these net deferred tax assets. The $0.7 million deferred tax liability is recorded in other long-term liabilities on the balance sheet.

We donot provide for U.S. income taxes for any undistributed earnings of the Company’s foreign subsidiaries, as the Company considers these to be permanently reinvested in the operations of such subsidiaries and have a cumulative foreign loss. At* December 31, 2024and2023*, these undistributed earnings totaled $6.5 million and $1.3 million, respectively. If any earnings were distributed, some countries* mayimpose withholding taxes. However, due to the Company’s overall deficit in foreign cumulative earnings and its U.S. loss position, the Company doesnot* believe a material net unrecognized U.S. deferred tax liability exists.

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ASC740 Income Taxes provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements only if the position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Tax positions that meet the recognition threshold are reported at the largest amount that is more-likely-than-not to be realized. This determination requires a high degree of judgment and estimation. The Company periodically analyzes and adjusts amounts recorded for the Company’s uncertain tax positions, as events occur to warrant adjustment, such as when the statutory period for assessing tax on a given tax return or period expires or if tax authorities provide administrative guidance or a decision is rendered in the courts. The Company doesnot reasonably expect the total amount of uncertain tax positions to significantly increase or decrease within the next12 months. As of* December 31, 2024*, the Company’s uncertain tax positions werenot significant for income tax purposes.

The following table describes the open tax years, by major tax jurisdiction, as of* December 31, 2024*:

As of* December 31, 2024*, the Company had U.S. federal NOL carryforwards of approximately $323.0 million and state NOL carryforwards of approximately $408.0 million. As of* December 31, 2024,the federal NOLs of $188.0 million and the state NOLs of $408.0 million expire on various dates between2027* and2042. Due to the2017 U.S. Tax Reform, U.S. federal NOLs post2017 in the amount of $135.0 million haveno expiration date.

The Company also has approximately $1.5 million of alcohol and cellulosic biofuel credit carryforwards and investment credits of $3.4 million. The company also has $9.3 million of carbon oxide sequestration credit carryforwards and $0.3 million of R&D tax credit carryforwards. The federal net operating loss and other tax credit carryforwards expire on various dates between 2027 and 2043. The state net operating loss carryforwards expire on various dates between 2027 through 2042. Under current tax law, net operating loss and credit carryforwards available to offset future income in any given year* maybe limited by US statute regarding net operating loss carryovers and timing of expirations or upon the occurrence of certain events, including significant changes in ownership interests. As of December 31, 2024,the Company's India subsidiary hadno* loss carryforwards.

17. Subsequent Events

Subordinated Notes

On* January 1, 2025,the maturity dates ontwo* accredited investor's Subordinated Notes were extended until* June 30, 2025,*subject to acceleration on an Event of Default, including failure to pay interest or principal when due and breaches of note covenants. A $90 thousand and $250 thousand extension fee was paid by adding the fee to the principal balances of the Subordinated Notes, and Aemetis issued the lenders warrants exercisable for 113 thousand shares of common stock with a term oftwo years and an exercise price of $0.01 per share. The warrants have been fully exercised.

Investment Tax Credits

In* December 2024,the Company entered into an agreement to sell Investment Tax Credits ("ITCs") to athird* party, with separate fundings expected in* Januaryand February 2025.In January 2025,we received the initial sale proceeds of $12.3 million, and we received an additional of $7.1 million in February 2025.*We used the net proceeds, after paying transaction expenses, to pay certain debt and fee obligations to Third Eye Capital.

PUPA Extension

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 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 Technologies Inc. and Third Eye Capital effective as of* May 1, 2025,and maturing April 30, 2026,in substantially the form attached to the PUPA Eighth Amendment and specifies that entry of the credit agreement will satisfy the obligation to redeem the units. The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0% and (ii)16.0%. The PUPA Eighth Amendment is attached as Exhibit10.52* and this summary description is qualified by the terms of the attached Exhibit10.52.

Fuels Revolving Line Amendment

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 ofprime rate plus 11% or 15%. The Amendment is attached as Exhibit10.66* and this summary description is qualified by the terms of the attached Exhibit10.66.

Fuels Revolving Line Promissory Note

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 the Borrowers 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. If the Borrowers draw on the note, the outstanding principal would accrue interest at 24% per annum. The Promissory Note has 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* and this summary description is qualified by the terms of the attached Exhibit10.67.

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18. 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 a substantial portion of our assets, we have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and have been required to remit excess cash from operations and tax credit sales to our 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. While we believe our India biodiesel and California RNG businesses will generate positive cash flow from operations and reduce cash demands and allows payments against other obligations, we will also continue to sell equity through our at-the-market registration and pursue the following strategies to improve liquidity:

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 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 and the associated environmental attributes. We are continuing to build new dairy digesters and pipeline extensions that generate new and growing sources of revenue and cash. We also expect revenue to increase as the California Air Resource Board validates our LCFS pathway applications. We are seeking debt from a variety of sources to continue the construction of additional digesters.

For the Kakinada 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 have hired a new executive team to help execute on a potential public stock offering of our India subsidiary and to develop plans for additional growth.

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

After consideration of our strategies and the uncertainty as to whether certain elements will ultimately be implemented or effective, and considering our need to secure additional financing, substantial doubt about the Company's ability to continue as a going concern remains.