Attached files
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| EX-10.2 - SPECIAL BRIDGE ADVANCE - AEMETIS, INC | amtx_ex102.htm |
| EX-10.1 - LIMITED WAIVER AND AMENDMENT - AEMETIS, INC | amtx_ex101.htm |
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): April 15, 2013
AEMETIS, INC.
(Exact name of registrant as specified in its charter)
______________
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Nevada
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000-51354
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26-1407544
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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20400 Stevens Creek Blvd., Suite 700
Cupertino, California 95014
(Address of Principal Executive Office) (Zip Code)
(408) 213-0940
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into A Material Definitive Agreement / Item 2.03 Creation of a Direct Financial Obligation
Limited Waiver and Amendment No. 3 to Amended and Restated Note Purchase Agreement
On April 15, 2013, the Company, Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Aemetis Facilities Keyes, Inc., a Delaware corporation (collectively, the “Borrowers”) entered into a Limited Waiver and Amendment No. 3 to Amended and Restated Note Purchase Agreement (“Amendment No. 3”) with Third Eye Capital Corporation, as agent (“Administrative Agent”) for the noteholders who are a party thereto (the “Lenders”), and the Lenders (the “Credit Agreement”).
Pursuant to the Amendment No. 3, the Administrative Agent on behalf of the Lenders agreed to waive the following covenants of the Borrower in their entirety: (i) Borrowers’ obligation to obtain an NASDAQ listing by April 1, 2013; (ii) Borrower’s obligation to cause the Chairman to enter into certain agreements; and (iii) the Company’s obligation to deliver an auditor opinion as of and for the period ended December 31, 2012 without a going concern qualification. In addition, the Administrative Agent agreed to (i) extend the completion date of the conversion of the Keyes Plant to accommodate an 80:20 corn-to-milo ratio to May 31, 2013, (ii)amend the redemption provision in the event of an equity offering of Capital Stock up to $7,000,000, and (iii) increase the balance of the Revolving Notes by an amount equal to the February 2013 Special Advance and the waiver fee.
In consideration for the Limited Waiver and Amendment, the Borrowers, among other things, agreed to: (i) pay the Lenders a waiver fee comprised of $500,000 (which is added to the outstanding principal balance of the Revolving Notes) and (ii) require McAfee Capital, LLC to pledge an additional 6,231,159 Common Shares of the Parent to Agent, together with the delivery of stock certificates for such shares and stock powers.
Special Bridge Advance
On April 15, 2013, the Borrowers entered into a Special Bridge Advance with the Administrative Agent, pursuant to which the Administrative Agent provided a Special Advance in the amount of $2,000,000 as a non-revolving portion of the Revolving Note. In consideration for the Special Bridge Advance, the Borrowers agreed to (i) pay the Lender a placement fee of $300,000 and (ii) issue the Lender 1,000,000 shares of common stock of Aemetis, Inc. The Special Bridge Advance is secured by a blanket lien on the assets of Eric A. McAfee, the Company’s CEO and Chairman of the Board.
The foregoing description of the Limited Waiver and Amendment No. 3 to Amended and Restated Note Purchase Agreement and Special Bridge Advance is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Limited Waiver and Amendment No. 2 to Amended and Restated Note Purchase Agreement and the Special Bridge Advance letter, which are filed as Exhibit 10.1 and 10.2 hereto and which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
On April 15, 2013, the Company, Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Aemetis, Inc. (collectively, the “Borrowers”) entered into an Special Bridge Advance with Third Eye Capital Corporation, as agent (“Administrative Agent”) for the noteholders who are a party thereto (the “Lenders”), and the Lenders (the “Credit Agreement”), pursuant to which the Administrative Agent provided certain limited waivers and amendments to the Credit Agreement, pursuant to which the Company issued to the Holders an aggregate of 1,000,000 shares of common stock in payment for fees outstanding under the Special Bridge Advance
The issuance of these shares was made in reliance on Rule 506 of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act. The Holders have each represented that they are “accredited investors” as defined in the Securities Act of 1933 and are acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Limited Waiver and Amendment No.3 to Amended and Restated Note Purchase Agreement dated as of April 15, 2013 by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc., a Delaware corporation, Third Eye Capital Corporation, an Ontario corporation, as agent, Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust
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Special Bridge Advance dated as of March 29, 2013 by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis, Inc., a Nevada corporation, Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Insight Fund
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Aemetis, Inc.
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Date: April 16, 2013
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By:
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/s/ Eric A. McAfee
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Eric A. McAfee
Chief Executive Officer
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