Attached files
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| EX-10.4 - AMENDED AND RESTATED LIMITED GUARANTY - AEMETIS, INC | amtx_ex104.htm |
| EX-10.3 - STOCK APPRECIATION RIGHTS AGREEMENT - AEMETIS, INC | amtx_ex103.htm |
| EX-10.2 - AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT - AEMETIS, INC | amtx_ex102.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): August 23,
2018
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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(IRS Employer Identification
No.)
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20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code:
(408) 213-0940
(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:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ 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.
As reported in Item 2.03 of this Form 8-K, Goodland Advanced Fuels,
Inc. (the “Borrower”) entered into Amendment No. 1,
dated June 28, 2018 (“Amendment No. 1”), to the Note
Purchase Agreement, dated July 10, 2017 (the “Original Note
Purchase Agreement”, and, as amended by Amendment No. 1, the
“NPA”) by and among Borrower, Third Eye Capital
Corporation (“TECC”) and the noteholders party thereto.
In connection with Amendment No. 1, Aemetis, Inc. (the
“Registrant”) and its wholly owned subsidiary Aemetis
Advanced Product Keyes, Inc. (“AAPK” and together with
the Registrant, the “Guarantors”) also entered into an
amended and restated limited guaranty guaranteeing certain
obligations of the Borrower pursuant to the NPA.
Additionally, in connection with, and as a condition to
effectiveness of, Amendment No. 1, the Registrant entered into the
Stock Appreciation Rights Agreement, dated August 23, 2018 (the
“SAR Agreement”), by and between the Registrant and
TECC, pursuant to which Registrant agreed to provide 1,050,000
stock appreciation rights (“SARs”) to the noteholders
under the NPA. Each SAR will be exercised on August 23, 2019 unless
called by the Registrant or put by TECC. Unless called or put, the
SARs represent the right of the noteholders to receive an amount
equal to the volume weighted average closing price of the
Registrant’s common stock on the thirty trading days
immediately preceding exercise of the SAR (the “Fair Market
Value”).
Pursuant to the SAR Agreement, at any time during the first eleven
months following the Grant Date, the Registrant has the right to
call the SARs by paying $2.00 for each SAR or by issuing to the
noteholders a number of shares of stock equal to $2,100,000 divided
by the Fair Market Value. During the eleventh month following the
date of the SAR Agreement, TECC has the right to put the SARs to
the Registrant for $1.00 per SAR.
The foregoing descriptions of the Original Note Purchase Agreement,
Amendment No. 1 and the SAR Agreement are qualified in their
entirety by reference to the Original Note Purchase Agreement, the
Amendment No. 1 and the SAR Agreement attached hereto as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3, respectively, which are
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial
Obligation.
On June 28, 2018, the Borrower, TECC and the Noteholders entered
into, and the Guarantors acknowledged and agreed to, Amendment No.
1, the effectiveness of which was subject to the entry into the SAR
Agreement described above. Pursuant to Amendment No. 1, the
Original Note Purchase Agreement was amended to provide for an
additional term loan extended by TECC and the Noteholders in the
amount of $1,575,000 (the “Additional Term Loan”) to
the Borrower at an interest rate per annum of ten percent. As
consideration for the extension of the Additional Term Loan by TECC
and the Noteholders, Borrower agreed to pay Agent an amendment fee
in the amount of $75,000. The Guarantors also agreed to amend and
restate the Limited Guaranty (the “A&R Limited
Guaranty”) of certain obligations of the Borrower to cover
the Additional Term Loan.
The foregoing descriptions of the Original Note Purchase Agreement,
Amendment No. 1, the SAR Agreement and the A&R Limited Guaranty
are qualified in their entirety by reference to the Original Note
Purchase Agreement, Amendment No. 1, and the A&R Limited
Guaranty attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit
10.3 and Exhibit 10.4, respectively, which are incorporated herein
by reference.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
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Note
Purchase Agreement, by and among Goodland Advanced Fuels, Inc.,
Third Eye Capital Corporation and the noteholders made a party
thereto from time to time, dated July 10, 2017. (Filed as an
exhibit to Form 8-K on July 14, 2017 and incorporated by reference
herein.)
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Amendment
No. 1 to Note Purchase Agreement by and among Goodland Advanced
Fuels, Inc., Third Eye Capital Corporation and the noteholders made
a party thereto from time to time, dated June 28,
2018.
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Stock
Appreciation Rights Agreement, by and between Aemetis, Inc. and
Third Eye Capital Corporation, dated August 23, 2018.
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Amended
and Restated Limited Guaranty, by and among Aemetis, Inc., Aemetis
Advanced Products Keyes, Inc. and Third Eye Capital Corporation,
dated June 28, 2018
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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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By:
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/s/
Eric A. McAfee
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Name:
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Eric
A. McAfee
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Title:
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Chief
Executive Officer
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August
29, 2018
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(Principal Executive Officer)
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