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 24,
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 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standards; Transfer of
Listing.
On December 24, 2018, Aemetis, Inc. (the
“Company”) received a letter from
the Listing Qualifications Department of the Nasdaq Stock Market
(“Nasdaq”) indicating that, based upon the closing bid
price of the Company’s common stock for the last
30 consecutive business days, the Company did not meet the
minimum bid price of $1.00 per share required for continued listing
on The Nasdaq Global Market pursuant to Nasdaq Listing
Rule 5450(a)(1). The letter also indicated that the Company
will be provided with a compliance period of 180 calendar
days, or until June 24, 2019, in which to regain compliance
pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The letter
further provided that if, at any time during
the 180-day period, the closing bid price of the
Company’s common stock is at least $1.00 for a minimum of ten
consecutive business days, Nasdaq will provide the Company with
written confirmation that it has achieved compliance with the
minimum bid price requirement. If the Company does not regain
compliance by June 24, 2019, an additional 180 days may be granted
to regain compliance if the Company (i) submits an on-line Transfer
Application and related application fees, (ii) meets the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for The Nasdaq
Capital Market (except for the bid price requirement) and
(iii) provides written notice of its intention to cure the
deficiency during the second 180-day compliance
period.
On December 28, 2018, the Company received a letter from
the Listing Qualifications Department of Nasdaq indicating that,
based upon the most recent publicly held shares information and the
closing bid price of the Company’s common stock for the last
30 consecutive business days, the Company did not meet the minimum
market value of publicly held shares (“MVPHS”) of
$15,000,000 required for continued listing on The Nasdaq Global
Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C). The letter
also indicated that the Company will be provided with a compliance
period of 180 calendar days, or until June 26, 2019, in which to
regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(D).
The letter further provided that if, at any time during the 180
calendar day period, the Company’s MVPHS closes at
$15,000,000 or more for a minimum of ten consecutive business days,
Nasdaq will provide the Company with written confirmation of
compliance that it has achieved compliance with the MVPHS
requirement. If the Company does not regain compliance by June 26,
2019, it will receive written notification that the Company’s
common stock is subject to delisting. At that time, the Company may
appeal the delisting determination to a Hearings Panel, which may
provide an exception for the Company to regain compliance with the
MVPHS requirement.
The Company intends to actively monitor its closing bid price for
its common stock between now and June 24, 2019 and June 26, 2019,
respectively, and intends to take any reasonable actions to resolve
the Company’s noncompliance with the minimum bid price
requirement and MVPHS requirement, respectively, as may be
necessary. No determination regarding the Company’s response
has been made at this time. There can be no assurance that the
Company will be able to regain compliance with the minimum bid
price requirement or MVPHS requirement, respectively, or will
otherwise be in compliance with other Nasdaq listing
criteria.
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
31, 2018
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(Principal Executive Officer)
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