Attached files
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EX-5.1 - OPINION - AEMETIS, INC | amtx_ex51.htm |
EX-1.1 - SALES AGREEMENT - AEMETIS, INC | amtx_ex11.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): September 30,
2020
AEMETIS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-36475
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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)
Title of class of registered securities
Common Stock, par value $0.001 per share
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Ticker Symbol
AMTX
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Name of exchange on which registered
NASDAQ
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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):
☐
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.
At the Market Issuance Sales Agreement
On September 30,
2020, Aemetis, Inc. (the “Company”) entered into
an At the Market Issuance Sales Agreement (the
“Agreement”) with H.C. Wainwright & Co., LLC
(“Wainwright”) and Roth Capital Partners, LLC (together
with Wainwright, the “Distribution
Agents”). In accordance with the terms of the
Agreement, the Company may offer and sell from time to time through
the Distribution Agents the Company’s common stock having an
aggregate offering price of up to $16,000,000 (the “Placement
Shares”). The Placement Shares
will be issued pursuant to the Company’s shelf registration
statement on
Form S-3 (Registration No. 333-248492). The
Company filed a prospectus supplement dated September 30, 2020,
with the Securities and Exchange 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 Stock Market at market
prices, in block transactions or as otherwise agreed by the Company
and the Distribution Agents. The Company shall pay to the
Distribution Agents in cash, upon each sale of Placement Shares
pursuant to the Agreement, an amount equal to 3.0% of the gross
proceeds from each sale of Placement Shares.
Under
the terms of the Agreement, the Company may also sell Placement
Shares from time to time to either or all of the Distribution
Agents as principal for their own account at a price negotiated at
the time of sale. Any sale of Placement Shares to either or all of
the Distribution Agents as principal would be pursuant to the terms
of a separate agreement between the Company and the Distribution
Agents.
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 Exhibit 1.1 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.
Exhibit
Number
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Description of
the Exhibit
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1.1
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5.1
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23.1
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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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September
30, 2020
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By:
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/s/ Eric
A. McAfee
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Eric A. McAfee
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Chief Executive Officer
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