アメティスの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2025

Aemetis, Inc.

Exact name of registrant as specified in its charter

Delaware	001-36475	26-1407544
State or other jurisdiction of incorporation	Commission File Number	IRS Employer Identification Number

20400 Stevens Creek Blvd., Suite 700

Cupertino, CA 95014

(408) 213-0940

Registrant's address and telephone number of principal executive office

N/A

Former name or former address, if changed since last report

Common Stock, par value $0.001	AMTX	NASDAQ Global Market
Title of class of registered securities	Trading Symbol	Name of exchange on which registered

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter)

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2025, Aemetis, Inc. (the “Company”) entered into a letter agreement further amending that certain At Market Issuance Sales Agreement, dated January 26, 2021, as amended by that certain letter agreement dated August 18, 2021 (as amended, the “Agreement”) with H.C. Wainwright & Co., LLC (the “Distribution Agent”). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through the Distribution Agent the Company’s common stock having an aggregate offering price of up to $210,000,000 (the “Placement Shares”). The Placement Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2024, as amended by Amendment No. 1 to Form S-3 filed with the Commission on February 4, 2025 and declared effective on February 11, 2025 (Registration No. 333-281457). The Company filed a prospectus supplement, dated February 12, 2025, with the Commission in connection with the offer and sale of the Placement Shares.

Sales of the Placement Shares, if any, will be made by means of ordinary brokers’ transactions on the NASDAQ Global Market at market prices, in block transactions or as otherwise agreed by the Company and the Distribution Agent. The Company shall pay to the Distribution Agent in cash, upon each sale of Placement Shares pursuant to the Agreement, an amount up to 3.0% of the gross proceeds from each sale of Placement Shares.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The summary of the Agreement in this report does not purport to be complete and is qualified by reference to such Agreement, which is filed as Exhibits 1.1, 1.2, and 1.3 hereto. The legal opinion relating to the Placement Shares is filed as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1	At Market Issuance Sales Agreement, dated January 26, 2021, by and between Aemetis, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by the Company on January 27, 2021)
1.2	Letter Agreement, dated August 18, 2021, by and between Aemetis, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Current Report on Form 8-K filed by the Company on August 19, 2021)
1.3	Letter Agreement, dated February 12, 2025, by and between Aemetis, Inc. and H.C. Wainwright & Co., LLC
5.1	Opinion of Allen Overy Shearman Sterling US LLP
23.1	Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Aemetis, Inc.

February 19, 2025	/s/ Eric A. McAfee
	Eric A. McAfee
	Chairman and Chief Executive Officer

EX-1.3 2 ex_780025.htm EXHIBIT 1.3 LETTER AGREEMENT HTML Editor

EXHIBIT 1.3

February 12, 2025

Aemetis, Inc.

20400 Stevens Creek Blvd, Suite 700

Cupertino, California 95014

Attention: Eric McAfee

Dear Mr. McAfee:

Reference is made to the At Market Issuance Sales Agreement, dated as of January 26, 2021, as amended on August 18, 2021 (the “ATM Agreement”), between Aemetis, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”). This letter (the “Amendment”) constitutes an agreement between the Company and Wainwright to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.

1. The defined term “Agreement” in the ATM Agreement is amended to mean the ATM Agreement as amended by this Amendment.

2. The defined term “Company” in the ATM Agreement is amended to mean “Aemetis, Inc., a Delaware corporation”.

3. The first sentence in the second paragraph of Section 1 in the ATM Agreement is amended and restated as follows:

“The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-248492), which was replaced and superseded by a registration statement on Form S-3 (File No. 333-258322) on and after August 18, 2021 and prior to February 12, 2025, which was replaced and superseded by a registration statement on Form S-3 (File No. 333-281457) on and after February 12, 2025 (and all references to “such registration statement” in this Agreement shall mean the registration statement on Form S-3 (File No. 333-248492) prior to August 18, 2021, the registration statement on Form S-3 (File No. 333-258322) on and after August 18, 2021 and prior to February 12, 2025, and the registration statement on Form S-3 (File No. 333-281457) on and after February 12, 2025), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”).”

4. The Company and Wainwright hereby agree that the date of this Amendment shall be a Representation Date under the ATM Agreement, the Company shall deliver the deliverables required by Section 7(l) and Section 7(m) of the ATM Agreement and a certificate of the Chief Financial Officer of the Company on the date of this Amendment, and the Company shall file a Prospectus Supplement with the Commission on the date hereof.

5. Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein.

6. This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and Wainwright, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.

Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By /s/ Edward D. Silvera

Name: Edward D. Silvera

Title: Chief Operating Officer

Accepted and Agreed:

AEMETIS, INC.

By: /s/ Eric A. McAfee

Name: Eric A. McAfee

Title: CEO

EX-5.1 3 ex_780023.htm EXHIBIT 5.1 OPION OF AO SHEARMAN HTML Editor

EXHIBIT 5.1

A&O SHEARMAN

1460 El Camino Real
Menlo Park, CA 94025-4110

+1.650.838.3600

February 19, 2025

Aemetis, Inc.

20400 Stevens Creek Boulevard, Suite 700

Cupertino, CA 95014

Aemetis, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Aemetis, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of the Registration Statement on Form S-3 dated August 9, 2024, as amended by Amendment No. 1 to Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on February 4, 2025 and declared effective on February 11, 2025 (such registration statement, including the documents incorporated by reference therein (the “Registration Statement”)) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offering from time to time, pursuant to Rule 415 under the Securities Act, by the Company of up to $210,000,000 of shares of common stock, par value $0.001 per share, of the Company that may be issued and sold pursuant to the At Market Issuance Sales Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of January 26, 2021, as amended by that certain Letter Agreement, dated August 18, 2021 and amended further by that certain Letter Agreement, dated February 12, 2025 (the “Sales Agreement,” and such shares, the “Placement Shares”).

In rendering the opinions expressed below, we have reviewed originals or copies of the following documents (the “Opinion Documents”):

The Certificate of Incorporation and the Amended and Restated Bylaws of the Company, in each case, as amended through the date hereof (the “Governing Documents”);

The Sales Agreement;

The Registration Statement;

The Prospectus Supplement, dated February 12, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act; and

Such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinion expressed below.

In our review of the Opinion Documents, we have assumed:

The genuineness of all signatures;

The authenticity of the originals of the documents submitted to us;

The conformity to authentic originals of all documents submitted to us as copies; and

As to matters of fact, the truthfulness of the representations made in the Opinion Documents, and in certificates of public officials and officers of the Company.

We have also assumed that the Placement Shares, when issued, will be issued in accordance with and not in violation of any terms and conditions established by the Board of Directors or any committee thereof in the resolutions adopted by the Board of Directors or any such committee thereof with respect to the issuance of the Placement Shares (such approvals are referred to hereinafter as the “Corporate Approvals”).

We have not independently established the validity of the foregoing assumptions.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that the Placement Shares have been duly authorized for issuance by the Company, and when issued and delivered by the Company pursuant to the Sales Agreement in the manner described in the Registration Statement and the Prospectus Supplement, and in accordance with the Corporate Approvals, will be validly issued, fully paid and non-assessable.

This opinion letter is limited to the General Corporation Law of the State of Delaware and we do not express any opinion herein concerning any other law.

This opinion letter is delivered to you in connection with the filing of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter and which might affect the opinions expressed herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name therein and in the Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Allen Overy Shearman Sterling US LLP

YH/gm/hs

CMF