Attached files
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): December 20,
2018
Aemetis, Inc.
(Exact name of registrant as specified in its charter)
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.
On December 20, 2018 (the “Signing Date”), Aemetis
Biogas LLC, a Delaware limited liability company
(“Biogas”) whose outstanding Common Units (the
“Common Units”) are solely held by Aemetis, Inc. (the
“Registrant”), entered into a Series A Preferred Unit
Purchase Agreement (the “Purchase Agreement”) by and
among Biogas, Protair-X Americas, Inc. (the
“Purchaser”) and Third Eye Capital Corporation (the
“Agent”), in order to provide funding for Biogas to
develop, construct, complete and operate eleven dairy digesters to
collect biogas from manure ponds located near the
Registrant’s Keyes ethanol plant, which will be purified and
compressed into natural gas for sale to transport fleets and
utilities.
Pursuant to the Purchase Agreement, Biogas agreed to sell to the
Purchaser up to 6,000,000 Series A Preferred Units of Biogas (the
“Series A Preferred Units”) at a price per Series A
Preferred Unit of $5.00 for an aggregate purchase price of up to
$30,000,000 (the “Purchase”).
At the first closing of the Purchase under the initial tranche,
which took place on the Signing Date (the “Initial Closing
Date”), Biogas sold and transferred 1,660,000 Series A
Preferred Units to Purchaser for aggregate consideration of
$8,300,000. Biogas may request that Purchaser purchase additional
Series A Preferred Units under the initial tranche upon
satisfaction of certain conditions set forth in the Purchase
Agreement; provided,
however, that no more than 3,200,000 Series A Preferred Units may
be sold to the Purchaser under the initial tranche. At the first
closing of the Purchase under the second tranche, Biogas agrees to
sell and transfer, and Purchaser agrees to purchase, a minimum of
200,000 but no more than 2,800,000 Series A Preferred Units, which
will occur within five business days following the satisfaction of
certain conditions precedent as set forth in Section 5.2 of the
Purchase Agreement, or otherwise on such date and time as Biogas,
the Purchaser and the Agent may mutually agree. Biogas may request
that Purchaser purchase additional Series A Preferred Units under
the second tranche upon satisfaction of certain conditions set
forth in the Purchase Agreement; provided,
however, that no more than 2,800,000 Series A Preferred Units may
be sold to the Purchaser under the second
tranche.
In connection with the Purchase Agreement, on December 19, 2018,
Biogas amended and restated its operating agreement, dated as of
March 23, 2018, by and between Biogas and the Registrant (as
amended, the “Amended and Restated LLC Agreement”) to,
among other things, create, authorize and establish the rights and
preferences of the Series A Preferred Units and reflect Purchaser
becoming a member of Biogas. Pursuant to the Amended and Restated
LLC Agreement, the Series A Preferred Units accrue preference
payments of $0.50 per unit per calendar year, payable quarterly,
commencing on the second anniversary of the Initial Closing Date
(the “Preference Payments”) and have a liquidation
preference of $15 per unit in preference to all other membership
interests of Biogas.
In the event Biogas proposes to offer or sell any of its equity
securities, holders of Series A Preferred Units have preemptive
rights. Additionally, Series A Preferred Units are convertible at
the option of the holder into the same number of Common Units,
subject to certain conditions and anti-dilutive
adjustments.
Biogas must mandatorily redeem a number of Series A Preferred Units
on a quarterly basis, subject to certain conditions and
limitations. On the sixth anniversary of the Signing Date, all
outstanding Series A Preferred Units will be redeemed by Biogas for
an aggregate amount equal to the liquidation value plus all accrued
and unpaid Preference Payments on the Series A Preferred
Units.
The obligations and liabilities of Biogas under the Purchase
Agreement are secured by a first priority lien over all assets of
Biogas pursuant to a Security Agreement by and between Biogas and
the Agent (the “Security Agreement”).
The foregoing descriptions of the Purchase Agreement, Amended and
Restated LLC Agreement and Security Agreement are qualified in
their entirety by reference to the Purchase Agreement, Amended and
Restated LLC Agreement and Security 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 or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
To the extent required by Item 2.03, the information contained in
Item 1.01 of this Current Report on Form 8-K is incorporated herein
by reference.
Item 9.01. Financial Statements and
Exhibits
(d)
Exhibits.
EXHIBIT NUMBER
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DESCRIPTION
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Exhibit 10.1
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Series
A Preferred Unit Purchase Agreement, dated as of December 20, 2018,
by and among Aemetis Biogas LLC, Protair-X Americas, Inc. and Third
Eye Capital Corporation
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Exhibit 10.2
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Amended
and Restated Limited Liability Company Agreement of Aemetis Biogas
LLC, dated as of December 19, 2018, by and among Aemetis Biogas
LLC, Aemetis, Inc. and Protair-X Americas, Inc.
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Exhibit 10.3
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Security
Agreement, dated as of December 20, 2018, by and between Aemetis
Biogas LLC and Third Eye Capital
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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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December
27, 2018
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(Principal Executive Officer)
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