Aemetis, Inc 10-Q for FY2026 Q3
Aemetis, Inc (AMTX)
About this 10-Q
Aemetis, Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $88.15M
- up 48.9% from $59.19M a year earlier
- Net income
- $5.21M
- compared with a net loss of $23.75M a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.37 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
(
(Address and telephone number of principal executive offices)
Title of each class of registered securities | Trading Symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the registrant’s Common Stock on October 31, 2026, was
FORM 10-Q
Quarterly Period Ended September 30, 2026
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this Quarterly Report on Form 10-Q, including statements regarding our assumptions, projections, expectations, targets, intentions, or beliefs about future events or other statements that are not historical facts. Forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements regarding management’s plans; trends in market conditions with respect to prices for inputs for our products and prices for our products; our ability to leverage approved feedstock pathways; our ability to leverage our location and infrastructure; our ability to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes Plant; our ability to expand into alternative markets for biodiesel and its byproducts, including continuing to expand our sales into international markets; our ability to maintain and expand strategic relationships with suppliers; our ability to access governmental carbon reduction incentives; our ability to supply gas into transportation markets; our ability to continue to develop, maintain, and protect new and existing intellectual property rights; our ability to adopt, develop and commercialize new technologies; our ability to extend or refinance our senior debt on terms reasonably acceptable to us or at all; our ability to continue to fund operations and our future sources of liquidity and capital resources; our ability to fund, develop, build, maintain and operate digesters, facilities and pipelines for our California Dairy Renewable Natural Gas segment; our ability to fund, develop and operate our carbon capture sequestration projects, including obtaining required permits; our ability to receive awarded grants by meeting all of the required conditions, including meeting the minimum contributions; our ability to obtain additional financing under the EB-5 program; our ability to generate and sell or utilize various credits, including California Low Carbon Fuel Standard ("LCFS"), federal Renewable Fuel Standard D3 RINs ("RINs"), federal Section 45Z production tax credits ("Section 45Z PTCs" or “PTCs”), and investment tax credits; our ability to improve margins; and our ability to raise additional debt and equity funding at the parent, subsidiary, or project level. Words or phrases such as “anticipates,” “may,” “will,” “should,” “could,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, the risks set forth under the caption “Risk Factors” below, which are incorporated herein by reference, as well as those business risks and factors described elsewhere in this report and in our other filings with the Securities and Exchange Commission (the “SEC”), including without limitation, our most recent Annual Report on Form 10-K and subsequent Form 10-Q filings. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
PART I - FINANCIAL INFORMATION
AEMETIS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except for par value)
|
|
| September 30, 2026 |
|
|
| December 31, 2025 |
|
|
|
| Unaudited |
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents ($ and $ respectively from VIE) |
| $ |
|
| $ |
| ||
Accounts receivable ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Inventories ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Prepaid expenses ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Section 45Z production tax credits ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Other current assets ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Restricted cash ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Operating lease right-of-use ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Other assets ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' deficit |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable ($ and $ respectively from VIE) |
| $ |
|
| $ |
| ||
Current portion of long-term debt ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Short-term borrowings ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Other current liabilities ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
Long-term liabilities: |
|
|
|
|
|
|
|
|
EB-5 notes ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Other long-term debt ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Series A preferred units ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Other long-term liabilities ($ and $ respectively from VIE) |
|
|
|
|
|
| ||
Total long-term liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders' deficit: |
|
|
|
|
|
|
|
|
Common stock, $ par value; authorized; and shares issued and outstanding each period, respectively |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Accumulated other comprehensive loss |
|
| ( | ) |
|
| ( | ) |
Total stockholders' deficit |
|
| ( | ) |
|
| ( | ) |
Total liabilities and stockholders' deficit |
| $ |
|
| $ |
|
The accompanying notes are an integral part of the consolidated condensed financial statements.
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands except for per share amounts)
|
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt related fees and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense (income) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net income (loss) |
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive income (loss) |
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|
Diluted |
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of the consolidated condensed financial statements.
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
|
| For the nine months ended September 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Operating activities: |
|
|
| |
|
|
| |
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
| |
|
|
| |
Stock-based compensation |
|
|
|
|
|
| ||
Stock issued for services |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
Bad debt expense |
|
|
|
|
|
| ||
Intangibles and other amortization expense |
|
|
|
|
|
| ||
Debt related fees and amortization expense |
|
|
|
|
|
| ||
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
| ||
Loss (gain) on sale/disposal of assets |
|
|
|
|
| ( | ) | |
Changes in operating assets and liabilities: |
|
|
| |
|
|
| |
Accounts receivable |
|
| ( | ) |
|
|
| |
Inventories |
|
| ( | ) |
|
|
| |
Prepaid expenses |
|
| ( | ) |
|
|
| |
Tax credit sale receivable |
|
|
|
|
|
| ||
Section 45Z production tax credits |
|
|
|
|
|
| ||
Other assets |
|
|
|
|
| ( | ) | |
Accounts payable |
|
| ( | ) |
|
| ( | ) |
Accrued interest expense and fees |
|
|
|
|
|
| ||
Other liabilities |
|
| ( | ) |
|
|
| |
Net cash provided by (used in) operating activities |
|
|
|
|
| ( | ) | |
|
|
|
| |
|
|
| |
Investing activities: |
|
|
| |
|
|
| |
Capital expenditures |
|
| ( | ) |
|
| ( | ) |
Grant proceeds for capital expenditures |
|
|
|
|
|
| ||
Proceeds from sale of fixed assets |
|
|
|
|
|
| ||
Net cash used in investing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
| |
|
|
| |
Financing activities: |
|
|
| |
|
|
| |
Proceeds from borrowings |
|
|
|
|
|
| ||
Repayments of borrowings |
|
| ( | ) |
|
| ( | ) |
Payments on Series A preferred financing |
|
| ( | ) |
|
| ( | ) |
Lender debt renewal and waiver fee payments |
|
|
|
|
| ( | ) | |
Payments on finance leases |
|
| ( | ) |
|
| ( | ) |
Proceeds from sales of common stock |
|
|
|
|
|
| ||
Proceeds from exercise of stock options |
|
|
|
|
|
| ||
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
| |
|
|
| |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
| ( | ) |
|
| ( | ) |
Net change in cash, cash equivalents, and restricted cash for period |
|
| ( | ) |
|
|
| |
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
|
|
|
| ||
Cash, cash equivalents and restricted cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
| |
|
|
| |
Supplemental disclosures of cash flow information, cash paid: |
|
|
| |
|
|
| |
Cash paid for interest |
| $ |
|
| $ |
| ||
Income taxes paid |
| $ |
|
| $ |
| ||
Supplemental disclosures of cash flow information, non-cash transactions: |
|
|
| |
|
|
| |
Settlement of accounts payable via issuance of common stock |
| $ |
|
| $ |
| ||
Fair value of warrants issued to subordinated debt holders |
| $ |
|
| $ |
| ||
Subordinated debt extension fees added to debt |
| $ |
|
| $ |
| ||
Financing lease liabilities arising from obtaining right of use assets |
| $ |
|
| $ |
| ||
Lender debt extension, waiver, and other fees added to debt |
| $ |
|
| $ |
| ||
Accrued capital expenditures in construction financing |
| $ |
|
| $ |
| ||
Capital expenditures in accounts payable and accruals |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of the consolidated condensed financial statements.
AEMETIS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited, in thousands)
|
|
For the three and nine months ended September 30, 2026 |
|
|||||||||||||||||||||
|
|
Common Stock |
|
|
Additional |
|
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
||||||||
|
|
|
|
|
|
|
|
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders' |
|
||||
Description |
|
Shares |
|
|
Dollars |
|
|
Capital |
|
|
Deficit |
|
|
Income (Loss) |
|
|
deficit |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance of common stock for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance and exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation loss |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net loss |
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance and exercise of warrants |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation loss |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net loss |
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Balance at June 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance and exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation loss |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net income |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at September 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
|
|
For the three and nine months ended September 30, 2025 |
|
|||||||||||||||||||||
|
|
Common Stock |
|
|
Additional |
|
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
||||||||
|
|
|
|
|
|
|
|
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders' |
|
||||
Description |
|
Shares |
|
|
Dollars |
|
|
Capital |
|
|
Deficit |
|
|
Income (Loss) |
|
|
deficit |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance and exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation gain |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss |
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance and exercise of warrants |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation loss |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net loss |
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance and exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation loss |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net loss |
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ | ( |
) |
|
$ | ( |
) |
|
$ | ( |
) |
|||
The accompanying notes are an integral part of the consolidated condensed financial statements.
1. General
Nature of Activities
Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis referred to herein as “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable natural gas and renewable fuels company focused on the operation, acquisition, development, and commercialization of innovative technologies to produce low and negative carbon intensity renewable fuels that lower fuel costs and reduce emissions. We do this by building a local circular bioeconomy using agricultural products and waste materials to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality.
► California Ethanol – We own and operate a 65 million gallon per year capacity ethanol production facility in Keyes, California (the “Keyes Plant”). In addition to low carbon renewable fuel ethanol, the Keyes Plant produces Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”). WDG and CDS are sold to local dairies or feedlots as animal feed, and DCO is sold to commodity aggregators as feedstock for the production of Renewable Diesel. The Keyes Plant also sells Carbon Dioxide (“CO₂") captured from the fermentation process to produce commercial grade CO₂ for the food, beverage, and other industries. We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our ethanol to increase revenues.
► California Dairy Renewable Natural Gas – We produce Renewable Natural Gas ("RNG") in central California. We currently have fourteen anaerobic digesters that produce biogas from dairy waste received from seventeen dairies. Two of these digesters were placed into service in October 2026. We have a 36-mile biogas collection pipeline leading to a central RNG production facility, and an interconnection to inject the RNG into the utility natural gas pipeline for delivery for use as transportation fuel. We are actively expanding our RNG production, with agreements with over fifty dairies, and environmental review completed for an additional 24 miles of biogas pipeline. We are also building our own RNG fuel dispensing station.
► India Biodiesel – We own and operate a plant in Kakinada, India (“Kakinada Plant”) with a capacity to produce about 80 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oils and animal waste feedstocks. The Kakinada Plant is one of the largest biodiesel production facilities in India. The Kakinada Plant refines and converts the crude glycerin, a byproduct from biodiesel production, into refined glycerin, which meets the quality standards for selling into the pharmaceutical, personal care, paint, adhesive, and other sectors, supporting their manufacturing and production needs.
Our current and planned businesses produce renewable fuels and reduce emissions, generating revenues from biofuel sales, federal Renewable Fuel Standard ("RFS") credits (referred to as “D3 RINs”), federal Section 45Z production tax credits (“Section 45Z PTCs” or “PTCs”), California Low Carbon Fuel Standard (“LCFS”) credits, and other investment and production tax credits.
Basis of Presentation and Consolidation
These consolidated condensed financial statements include the accounts of Aemetis, Inc. and its subsidiaries. We consolidate all entities in which we hold a "controlling financial interest." For voting interest entities, we are considered to hold a controlling financial interest when we are able to exercise control over the investees' operating and financial decisions. For variable interest entities ("VIEs"), the determination of which is based on the amount and characteristics of the entity's equity, we are considered to hold a controlling financial interest when we are determined to be the primary beneficiary. A primary beneficiary is the party that has both: (1) the power to direct the activities that most significantly impact that VIE's economic performance, and (2) the obligation to absorb the losses of, or the right to receive the benefits from, the VIE that could potentially be significant to that VIE.
The accompanying consolidated condensed balance sheet as of September 30, 2026, the consolidated condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025, the consolidated condensed statements of cash flows for the nine months ended September 30, 2026 and 2025, and the consolidated statements of stockholders’ deficit for the three and nine months ended September 30, 2026 and 2025, are unaudited. The consolidated condensed balance sheet as of December 31, 2025, is derived from the 2025 audited consolidated financial statements and notes thereto. All intercompany balances and transactions have been eliminated in consolidation.
8
(Tabular data in thousands, except par value and per share data)
The financial statements in this report should be read in conjunction with the 2025 audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our significant accounting policies disclosed in Note 1 - Nature of Activities and Summary of Significant Accounting Policies and other Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the unaudited interim consolidated condensed financial statements as of and for the three and nine months ended September 30, 2026 and 2025, have been prepared on the same basis as the audited consolidated statements as of and for the year ended December 31, 2025, and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three and nine months ended September 30, 2026, are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year, or any future periods.
In the fourth quarter of 2025 we adopted a policy to account for transferable PTCs by analogy to the grant model within International Accounting Standards 20 (IAS20), to recognize the credits when earned upon production and dispensing of eligible RNG and ethanol. We presented all twelve months of 2025 PTC earnings in the fourth quarter of 2025 as income separate from revenue in the consolidated statement of operations and comprehensive loss. Starting in the first quarter of 2026, PTCs are presented within Revenues. Starting in the second quarter of 2026, accrued but unmonetized Section 45Z PTCs are presented as a separate line item on the consolidated condensed balance sheets. The prior period amount of $
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which improves the disclosures required for certain expense captions in the Company’s annual and interim consolidated financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. The Company has not yet determined the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-10 (Topic 832), Accounting for Government Grants Received by Business Entities, which establishes recognition, measurement, and presentation requirements for government grants. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual periods. The Company has not yet determined the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11 (Topic 270), Interim Reporting: Narrow-Scope Improvements, which clarifies the scope, form and content, and disclosure requirements for interim financial reporting. The amendments are effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company has not yet determined the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which clarifies and improves existing accounting guidance across multiple topics, including the calculation of diluted earnings per share in certain circumstances when a loss from continuing operations exists. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. The Company has not yet determined the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes accounting and disclosure requirements for environmental credits and environmental credit obligations that will begin to apply in 2028. The Company's operations involve environmental credits, including RINs, LCFS credits, and other types of credits. The Company is currently evaluating the impact of the new guidance on its accounting policies, financial statement presentation, and disclosures. The Company has not yet determined the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.
9
(Tabular data in thousands, except par value and per share data)
2. Cash, Cash Equivalents, and Restricted Cash
Restricted cash shown in the consolidated condensed balance sheets includes amounts set aside pursuant to the Aemetis Biogas 1 LLC Term Loan Agreement and the Aemetis Biogas 2 LLC Construction and Term Loan Agreement for financing reserves and construction contingencies. In September 2026, restricted cash associated with the Aemetis Biogas 1 LLC term loan was applied against the outstanding loan balance. These loans are described further in Note 5 - Debt.
The following table reconciles cash, cash equivalents, and restricted cash reported in the consolidated condensed balance sheets to the total of the same amounts shown in the consolidated condensed statement of cash flows:
|
| As of |
| |||||
|
| September 30, 2026 |
|
| December 31, 2025 |
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Restricted cash |
|
|
|
|
|
| ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows |
| $ |
|
| $ |
| ||
3. Inventories
Inventories consist of the following:
|
| As of |
| |||||
|
| September 30, 2026 |
|
| December 31, 2025 |
| ||
Raw materials |
| $ |
|
| $ |
| ||
Work-in-progress |
|
|
|
|
|
| ||
Finished goods |
|
|
|
|
|
| ||
Total inventories |
| $ |
|
| $ |
| ||
As of September 30, 2026 and December 31, 2025, we recognized a lower of cost or net realizable value adjustment of $
4. Property, Plant and Equipment
Property, plant and equipment, net consists of the following:
|
| As of |
| |||||
|
| September 30, 2026 |
|
| December 31, 2025 |
| ||
Land |
| $ |
|
| $ |
| ||
Plant and buildings |
|
|
|
|
|
| ||
Furniture and fixtures |
|
|
|
|
|
| ||
Machinery and equipment |
|
|
|
|
|
| ||
Construction in progress |
|
|
|
|
|
| ||
Property held for development |
|
|
|
|
|
| ||
Finance lease right of use assets |
|
|
|
|
|
| ||
Total gross property, plant & equipment |
|
|
|
|
|
| ||
Less accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Total property, plant & equipment, net |
| $ |
|
| $ |
| ||
For the three months ended September 30, 2026 and 2025, interest capitalized in property, plant and equipment was $
10
(Tabular data in thousands, except par value and per share data)
Construction in progress includes biogas dairy digesters, mechanical vapor recompression at the Keyes Plant, the Riverbank sustainable aviation fuel and renewable diesel plant, and the Carbon Capture and Underground Sequestration ("CCUS") facilities. Property held for development is the partially completed plant in Goodland, Kansas (the "Goodland Plant"). Depreciation begins for each project when construction is complete and the project is placed into service, and is calculated using the straight-line method to allocate the depreciable amount over the estimated useful life of the applicable asset as follows:
|
| Years |
| |
Plant and buildings |
|
|
| |
Machinery and equipment |
|
|
| |
Furniture and fixtures |
|
|
| |
For the three months ended September 30, 2026 and 2025, depreciation expense was $
5. Debt
Debt consists of the following:
|
|
| As of |
| ||||
|
| September 30, 2026 |
|
| December 31, 2025 |
| ||
Third Eye Capital term notes |
| $ |
|
| $ |
| ||
Third Eye Capital revenue participation term notes |
|
|
|
|
|
| ||
Third Eye Capital revolving credit facility |
|
|
|
|
|
| ||
Third Eye Capital revolving notes Series B |
|
|
|
|
|
| ||
Third Eye Capital acquisition term notes |
|
|
|
|
|
| ||
Third Eye Capital Fuels revolving line |
|
|
|
|
|
| ||
Third Eye Capital Carbon revolving line |
|
|
|
|
|
| ||
Construction term loans |
|
|
|
|
|
| ||
Cilion shareholder seller notes payable |
|
|
|
|
|
| ||
Subordinated notes |
|
|
|
|
|
| ||
EB-5 promissory notes |
|
|
|
|
|
| ||
Working capital loans |
|
|
|
|
|
| ||
Term loans on capital expenditures |
|
|
|
|
|
| ||
Equipment financing |
|
|
|
|
|
| ||
Short-term construction funding |
|
|
|
|
|
| ||
Total debt |
|
|
|
|
|
| ||
Less current portion of debt |
|
|
|
|
|
| ||
Total long-term debt |
| $ |
|
| $ |
| ||
Third Eye Capital Keyes Notes. On July 6, 2012, Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), and Aemetis Facility Keyes, Inc. ("AFK") entered into an Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Third Eye Capital Corporation ("Third Eye Capital"). Pursuant to the Note Purchase Agreement, Third Eye Capital, as administrative agent on behalf of several noteholders, extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $
| A. | Term Notes. The Term Notes accrue interest at |
11
(Tabular data in thousands, except par value and per share data)
|
|
B. | Revolving Credit Facility. The Revolving Credit Facility accrues interest at prime rate plus |
|
|
| C. | Revolving Notes Series B. The Revolving Notes Series B accrue interest at prime rate plus |
|
|
D. | Revenue Participation Term Notes. The Revenue Participation Term Notes accrue interest at |
|
|
E. | Acquisition Term Notes. The Acquisition Term Notes accrue interest at prime rate plus |
The Third Eye Capital Keyes Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. As of September 30, 2026, we obtained a waiver for the violation of debt to plant value ratio covenant and restrictions on capital expenditures covenant. The terms of the Notes allow the lender to call the debt in the event of a default that could reasonably be expected to have a material adverse effect on the Company, such as any change in the business, operations, or financial condition. The Notes allow interest to be added to the outstanding principal balance. The Notes are secured by first priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from our North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries and contain cross-collateral and cross-default provisions. McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Company's Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr. McAfee has also provided a personal guaranty of up to $
Third Eye Capital Fuels and Carbon Credit Facilities. On March 2, 2022, Goodland Advanced Fuels, Inc. ("GAFI") and Aemetis Carbon Capture, Inc. (“ACCI”) entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital, as administrative agent and collateral agent, and the lender parties thereto that provides two credit lines, one with GAFI (the “Fuels Revolving Line”) and a second with ACCI (the “Carbon Revolving Line”). Loans received under the Fuels Revolving Line are due on demand. They accrue interest per annum at a rate equal to the greater of (i) the prime rate plus
Cilion Purchase Obligation. In connection with the merger between Aemetis Facility Keyes, Inc. and Cilion, Inc. ("Cilion") on July 6, 2012, we incurred a $
Subordinated Notes. In 2012 and 2013, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $
12
(Tabular data in thousands, except par value and per share data)
EB-5 Promissory Notes. EB-5 is a U.S. government program authorized by the Immigration and Nationality Act that is designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the U.S. economy and to promote employment of U.S. workers. Our subsidiary AE Advanced Fuels, Inc. ("AEAF") entered into a Note Purchase Agreement dated March 4, 2011 (as further amended on January 19, 2012 and July 24, 2012) with Advanced BioEnergy, LP, a California limited partnership authorized by U.S. Citizenship and Immigration Services as a Regional Center to receive EB-5 investments, for the issuance of up to 72 subordinated convertible promissory notes (the “EB-5 Notes”) bearing interest at 2 to 3%. The EB-5 Notes are convertible into Aemetis, Inc. common stock at a conversion price of $
In 2016, the Company launched its EB-5 Phase II funding (the "EB-5 Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB-5 equity funding investments. The Company's subsidiary Aemetis Advanced Products Keyes, Inc. received $
India Biodiesel Secured and Unsecured Loans. On January 7, 2026, the Company's subsidiary Universal Biofuels Private Limited ("UBPL") entered into a secured loan agreement with a trade partner in an amount not to exceed $
UBPL maintains a factoring arrangement to leverage certain trade receivables and receive short-term funding from a third-party financial institution. UBPL retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet the criteria for sale accounting under ASC 860, and we account for the funding as secured borrowing. Under this arrangement, UBPL receives cash advances that are recorded as debt, and the funds received are net of
As of September 30, 2026 and December 31, 2025, UBPL's outstanding balances under all loan agreements totaled $
Aemetis Biogas 1 LLC Term Loan. On October 4, 2022, Aemetis Biogas 1 LLC ("AB1") entered into a Construction Loan Agreement ("AB1 Construction Loan") pursuant to which the lender made available an aggregate principal amount of $
13
(Tabular data in thousands, except par value and per share data)
Aemetis Biogas 2 LLC Construction and Term Loan. On July 28, 2023, Aemetis Biogas 2 LLC ("AB2") entered into a Construction and Term Loan Agreement ("AB2 Loan"), pursuant to which the lender made available an aggregate principal amount of $
Term loans on equipment financing. In order to purchase production equipment in 2025, AAFK entered into a financing agreement totaling $
Term loans on capital expenditures. In connection with the acquisition of a vehicle in 2021, Aemetis Biogas Services ("ABS") entered into a financing agreement totaling $
In connection with its acquisition of real property in November 2024, the Company's subsidiary Aemetis RNG Fuels 1 LLC ("RNG1") entered into two installment note agreements with private lenders totaling $
Short-term construction funding. In connection with the construction of the Mechanical Vapor Recompression ("MVR") system at the Keyes plant, AAFK entered into a construction agreement whereby it will pay the contractor amounts owed under the construction agreement 60 days following completion of the project. The unpaid costs accrue interest at
Maturity Date Schedule
The following table shows scheduled repayments for the Company's debt obligations by year:
Twelve Months ended September 30, |
| Debt Repayments |
| |
2027 |
| $ |
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
2031 |
|
|
| |
Thereafter |
|
|
| |
Total debt |
|
|
| |
Debt issuance costs |
|
| ( | ) |
Total debt, net of debt issuance costs |
| $ |
| |
6. Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing the income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share reflects the dilution of common stock equivalents such as options, convertible debt, and warrants to the extent the impact is dilutive. The Company's stock options, warrants, and convertible debt are excluded from the calculation of diluted income (loss) per share when their effect would be antidilutive.
14
(Tabular data in thousands, except par value and per share data)
For the periods presented in which the Company reported a net loss, basic and diluted net loss per share were the same because potentially dilutive common shares were antidilutive.
For the three months ended September 30, 2026, the Company reported net income. The adjustment to the diluted net income (loss) numerator for this period reflects the assumed conversion of ABGL’s Series A Preferred Units into ABGL common units under the if-converted method. Assumed conversion reduces the Company’s proportionate interest in ABGL’s earnings, partially offset by the add-back of accretion expense. The conversion does not affect the denominator because the preferred units are convertible into ABGL common units rather than Aemetis common stock. See Note 11 - Aemetis Biogas LLC – Series A Preferred Financing.
The following table reconciles the numerators and denominators used in calculating basic and diluted income (loss) per share (in thousands, except per share data):
|
| Three months ended |
|
| Nine months ended |
| ||||||||||
|
| September 30, 2026 |
|
| September 30, 2025 |
|
| September 30, 2026 |
|
| September 30, 2025 |
| ||||
Net income (loss) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Adjustment to diluted net income (loss) per share numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed conversion of ABGL Series A convertible preferred units |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Net income (loss) attributable to common stockholders—diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Weighted average shares outstanding—basic |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding—diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Income (loss) per share—basic |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
Income (loss) per share—diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
The following potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:
|
| As of |
| |||||
|
| September 30, 2026 |
|
| September 30, 2025 |
| ||
Common stock options and warrants |
|
|
|
|
|
| ||
Debt with conversion feature at $ per share of common stock |
|
|
|
|
|
| ||
Total potentially dilutive securities excluded from diluted earnings per share |
|
|
|
|
|
| ||
7. Revenue and Accounts Receivable
California Ethanol Revenues: We sell our ethanol segment products to J.D. Heiskell, which sells them to third parties designated by us. We record revenue for ethanol when we transfer ethanol into our storage tank, which is leased to J.D. Heiskell, and when product is loaded into shipping trucks for products other than ethanol. We also buy our corn feedstock from J.D. Heiskell. Transaction prices for ethanol sales and corn purchases are based on daily market prices. We invoice J.D. Heiskell each business day for the net balance between ethanol and other product sales and our corn purchases, and J.D. Heiskell pays on the next business day. During the first nine months of 2026, we recognized Section 45Z PTC income upon the sale of ethanol. The following table lists the California Ethanol segment revenues:
|
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Ethanol sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
WDG sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenue from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
PTC income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
15
(Tabular data in thousands, except par value and per share data)
California Dairy Renewable Natural Gas Revenues: Our RNG production facilities as of September 30, 2026, include twelve anaerobic digesters that produce biogas from manure waste received from fifteen dairies, a 36-mile biogas collection pipeline leading from the dairy digesters to a central upgrading hub that produces RNG, and an interconnect to inject the RNG into the utility natural gas pipeline for delivery to customers for use as transportation fuel. We also generate sellable credits under the federal Renewable Fuel Standard (referred to as "D3 RINs") and the California Low Carbon Fuel Standard ("LCFS"), as well as tax credit programs. We recognize revenue from RNG sales when we inject the RNG into the utility pipeline and we recognize revenue from sales of D3 RINs and LCFS credits when we sell the credits.
We recognize Section 45Z PTC income upon dispensing RNG. In September 2026, regulatory updates to the Section 45ZCF-GREET model decreased the Company's emissions rate, resulting in an increase in the Section 45Z PTCs associated with RNG sales. Accordingly, we recorded a cumulative true-up adjustment of approximately $
|
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
RNG sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
LCFS credit sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
RIN sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenue from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
PTC income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
India Biodiesel Revenues: We sell biodiesel to the government-owned India Oil Market Companies ("OMCs") pursuant to tender offers, and we sell refined glycerin to private parties. We also occasionally sell feedstock based on market conditions. The following table shows sales in our India Biodiesel segment by product category:
|
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Biodiesel sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Other sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Across all segments, revenue is recognized at the point in time when performance obligations have been met. Accounts receivable for all segments represent invoicing with varying payment terms, but with no variable consideration or financing. The opening balance of accounts receivable for all segments as of January 1, 2025, was $
8. Leases
We are a party to operating leases for our corporate office in Cupertino, modular offices, land leases and laboratory facilities. We have also entered into several finance leases for machinery and equipment and for the Riverbank Industrial Complex. These finance leases have a purchase option at the end of the term that we are reasonably certain we will exercise, so the leases are classified as finance leases. All of our leases aside from our land leases have remaining terms of year to
We evaluate leases in accordance with ASC 842 – Lease Accounting. When discount rates implicit in leases cannot be readily determined, we use the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and right of use ("ROU") assets. The incremental borrowing rate we use is based on weighted average baseline rates commensurate with our secured borrowing rate, over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter are used.
16
(Tabular data in thousands, except par value and per share data)
The components of lease expense are as follows:
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease expense |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Short-term lease expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Variable lease expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total finance lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cash paid for amounts included in the measurement of lease liabilities:
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Operating cash flows used in operating leases |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Operating cash flows used in finance leases |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Financing cash flows used in finance leases |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Supplemental non-cash flow information related to ROU assets and lease liabilities is as follows:
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Operating leases |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Accretion of the lease liability |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Amortization of right-of-use assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| September 30, 2026 |
|
| September 30, 2025 |
|
|
|
| |
|
|
| | ||
Weighted-average remaining lease term |
|
|
|
| |
|
|
| |
|
|
| | |||
Operating leases (in years) |
|
|
|
|
|
|
|
|
| |
|
|
| | ||
Finance leases (in years) |
|
|
|
|
|
|
|
|
| |
|
|
| | ||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Weighted-average discount rate |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Operating leases |
|
| % |
|
| % |
|
|
| |
|
|
| | ||
Finance leases |
|
| % |
|
| % |
|
|
| |
|
|
| | ||
17
(Tabular data in thousands, except par value and per share data)
Supplemental balance sheet information related to leases is as follows:
|
| September 30, 2026 |
|
| December 31, 2025 |
| ||
Operating leases |
|
|
| |
|
|
| |
Operating lease right-of-use assets |
| $ |
|
| $ |
| ||
|
|
|
| |
|
|
| |
| $ |
|
| $ |
| |||
|
|
|
|
|
| |||
Total operating lease liabilities |
| $ |
|
| $ |
| ||
|
|
|
| |
|
|
| |
Finance leases |
|
|
| |
|
|
| |
Property and equipment, at cost |
| $ |
|
| $ |
| ||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
|
|
|
| |
|
|
| |
| $ |
|
| $ |
| |||
|
|
|
|
|
| |||
Total finance lease liabilities |
| $ |
|
| $ |
| ||
Future minimum lease payments under operating and finance leases as of September 30, 2026, are as follows:
Year ending September 30, |
| Operating leases |
|
| Finance leases |
| ||
2027 |
| $ |
|
| $ |
| ||
2028 |
|
|
|
|
|
| ||
2029 |
|
|
|
|
|
| ||
2030 |
|
|
|
|
|
| ||
2031 |
|
|
|
|
|
| ||
Thereafter |
|
|
|
|
|
| ||
Total lease payments |
|
|
|
|
|
| ||
Less imputed interest |
|
| ( | ) |
|
| ( | ) |
Total lease liability |
| $ |
|
| $ |
| ||
We act as sublessor in certain leasing arrangements, primarily related to land and buildings. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. Sublease income and head lease expense for these transactions are recognized on a net basis on the consolidated financial statements. Sublease income is recorded in the Selling, General and Administrative expenses ("SG&A") section of the consolidated condensed statements of operations and comprehensive loss.
The following table shows sublease income for the applicable periods:
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Sublease income |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
18
(Tabular data in thousands, except par value and per share data)
Future minimum sublease payments to be received as of September 30, 2026, are as follows:
Year ending September 30, |
|
|
|
|
2027 |
| $ |
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
2031 |
|
|
| |
Thereafter |
|
|
| |
Total future sublease payments |
| $ |
|
9. Stock Based Compensation
2019 Stock Plan
The Aemetis, Inc. Amended and Restated 2019 Stock Plan (the “2019 Stock Plan”) allows our Board of Directors or a delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, directors, and consultants. During the nine months ended September 30, 2026, we issued stock options to employees exercisable for
|
| Shares Available for Grant |
|
| Number of Shares Outstanding |
|
| Weighted-Average Exercise Price |
| |||
Balance as of December 31, 2025 |
|
|
|
|
|
|
| $ |
| |||
Authorized |
|
|
|
|
| - |
|
|
| - |
| |
Options granted |
|
| ( | ) |
|
|
|
|
|
| ||
Common stock granted |
|
| ( | ) |
|
| - |
|
|
| - |
|
Exercised |
|
| - |
|
|
| ( | ) |
|
|
| |
Forfeited/expired |
|
|
|
|
| ( | ) |
|
|
| ||
Balance as of September 30, 2026 |
|
|
|
|
|
|
| $ |
| |||
The options outstanding as of September 30, 2026 include vested rights to purchase
Stock-based Compensation Expense
Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based on estimated fair value on the grant date. We estimate the fair value using the Black-Scholes option pricing model and recognize that fair value as an expense over the vesting period of each grant using the straight-line method. The Black-Scholes valuation model for stock-based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, expected dividends, and expected forfeitures. We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin Topic 14, Share-Based Payment. Volatility is based on an average of the historical volatility of Aemetis, Inc. common stock during the period of time preceding the date of option issuance that matches the term of the option grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the treasury maturity term corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants. To the extent actual forfeitures occur, the difference is recorded as an adjustment in the scheduled expense during the period of the forfeiture.
19
(Tabular data in thousands, except par value and per share data)
The weighted average fair value calculations for the options granted during the nine months ended September 30, 2026 and 2025, are based on the following assumptions:
|
| For the nine months ended September 30, |
| |||||
Description |
| 2026 |
|
| 2025 |
| ||
Dividend-yield |
|
| - | % |
|
| - | % |
Risk-free interest rate |
|
| % |
|
| % | ||
Expected volatility |
|
| % |
|
| % | ||
Expected life (years) |
|
|
|
|
|
| ||
Market value per share on grant date |
| $ |
|
| $ |
| ||
Fair value per option on grant date |
| $ |
|
| $ |
| ||
During the nine months ended September 30, 2026 and 2025, we recognized $
As of September 30, 2026, we had $
10. Warrants to Purchase Common Stock
On December 31, 2025, the maturity dates on two accredited investors Subordinated Notes were extended to June 30, 2026. In connection with the extension, the Company issued warrants exercisable for the purchase of
The following table summarizes warrant activity during the nine months ended September 30, 2026:
|
| Warrants Outstanding & Exercisable |
|
| Weighted - Average Exercise Price |
|
| Average Remaining Term in Years |
| |||
Outstanding December 31, 2025 |
|
|
|
| $ |
|
|
|
| |||
Granted |
|
|
|
|
|
|
|
|
| | ||
Exercised |
|
| ( | ) |
|
|
|
|
|
| | |
Outstanding September 30, 2026 |
|
|
|
| $ |
|
|
|
| |||
All of the above outstanding warrants are fully vested and exercisable as of September 30, 2026.
11. Aemetis Biogas LLC – Series A Preferred Financing
On December 20, 2018, Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair-X Americas, Inc., with Third Eye Capital acting as an agent. ABGL is authorized to issue
20
(Tabular data in thousands, except par value and per share data)
The Preferred Unit Purchase Agreement has been amended multiple times. Effective August 31, 2026, ABGL entered into an agreement titled Thirteenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Thirteenth Amendment"), that, among other provisions, extends the date by which ABGL is required to redeem all of the outstanding Series A Preferred Units to December 31, 2026, and changes the aggregate redemption price to $
Variable interest entity assessment
After consideration of ABGL’s operations and the terms of the Preferred Unit Purchase Agreement entered in 2018, we concluded that ABGL did not have enough equity to finance its activities without additional financial support. ABGL is capitalized with Series A Preferred Units that are recorded as liabilities under U.S. GAAP. Hence, we concluded that ABGL is a VIE. Through our ownership interest in all of the outstanding common units of ABGL, our current ability to control the board of directors, and control of subordinated financing decisions, Aemetis has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company. ABGL's total assets as of September 30, 2026, were $
12. Agreements
J.D. Heiskell Working Capital Agreements. Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, AAFK procures whole yellow corn from J.D. Heiskell. AAFK has the ability to obtain grain from other sources subject to certain conditions; however, in the past all AAFK grain purchases have been from J.D. Heiskell. Title to and risk of loss of the corn pass to AAFK when the corn is deposited into the Keyes Plant weigh bin. Pursuant to a separate agreement that was amended in May 2023, J.D. Heiskell also purchases all of our ethanol, WDG, corn oil, and CDS and sells them to marketing companies designated by us. We have designated Murex to purchase and market ethanol and A.L. Gilbert to purchase and market WDG and corn oil. Our relationships with J.D. Heiskell, Murex, and A.L. Gilbert are well established, and we believe that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching a widespread customer base, managing inventory, and providing working capital relationships.
The following table summarizes the J.D. Heiskell purchase and sales activity during the three and nine months ended September 30, 2026 and 2025:
|
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Ethanol sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
WDG sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corn oil sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
CDS sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corn purchases |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
21
(Tabular data in thousands, except par value and per share data)
| | September 30, 2026 | | | December 31, 2025 | | ||
Accounts receivable | | $ | | | $ | | ||
The agreements with J.D. Heiskell, Murex, and A.L. Gilbert include marketing and transportation services. For the three months ended September 30, 2026 and 2025, we expensed marketing costs of $
Supply Trade Agreement. On July 1, 2022, UBPL entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies UBPL with feedstock up to a credit limit of $
Forward Sale Commitments. As of September 30, 2026, we have forward sale commitments.
Natural Gas Purchase Agreement. As of September 30, 2026, we have a forward purchase agreement in place to buy approximately
13. Segment Information
We recognize reportable segments: “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.”
The “California Ethanol” segment includes our
The “California Dairy Renewable Natural Gas” segment includes the production and sale of RNG and associated environmental attributes, consisting of anaerobic digesters located at dairies, a 36-mile biogas collection pipeline, a biogas upgrading hub that produces RNG from the biogas, a pipeline interconnect, and ongoing construction of additional digesters.
The “India Biodiesel” segment includes our
We have additional operating segments that were determined not to be separately reportable segments, including our key projects under development which consist of a sustainable aviation fuel and renewable diesel production in Riverbank and CCUS wells in California. Additionally, the Goodland Plant, our Riverbank Industrial Complex management, and corporate expenses are included in the “All Other” category.
22
(Tabular data in thousands, except par value and per share data)
The following tables summarize financial information by reportable segment for the three and nine months ended September 30, 2026 and 2025:
|
| For the three months ended September 30, 2026 |
| |||||||||||||||||
|
| California Ethanol |
|
| California Dairy Renewable Natural Gas |
|
| India Biodiesel |
|
| All Other |
|
| Total |
| |||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Net income (loss) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Interest and debt amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Bad debt expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
EBITDA |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Capital expenditures |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Total assets as of September 30, 2026 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Allocation of corporate overhead expense to segments |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
| For the three months ended September 30, 2025 |
| |||||||||||||||||
|
| California Ethanol |
|
| California Dairy Renewable Natural Gas |
|
| India Biodiesel |
|
| All Other |
|
| Total |
| |||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Gross profit (loss) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| - |
|
Net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Interest expense including amortization of debt fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gain on asset disposal |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
EBITDA |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Capital expenditures |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Total assets as of September 30, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Allocation of corporate overhead expense to segments |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
23
(Tabular data in thousands, except par value and per share data)
|
| For the nine months ended September 30, 2026 |
| |||||||||||||||||
|
| California Ethanol |
|
| California Dairy Renewable Natural Gas |
|
| India Biodiesel |
|
| All Other |
|
| Total |
| |||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| - |
|
Net income (loss) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Interest and debt amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Bad debt expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Income tax expense (benefit) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Loss on sale/disposal of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
EBITDA |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Capital expenditures |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Total assets as of September 30, 2026 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Allocation of corporate overhead expense to segments |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
| For the nine months ended September 30, 2025 |
| |||||||||||||||||
|
| California Ethanol |
|
| California Dairy Renewable Natural Gas |
|
| India Biodiesel |
|
| All Other |
|
| Total |
| |||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Gross profit (loss) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Interest expense including amortization of debt fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Accretion and other expenses of Series A preferred units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Income tax expense (benefit) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gain on asset disposals |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
EBITDA |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Capital expenditures |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Total assets as of September 30, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Allocation of corporate overhead expense to segments |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
24
(Tabular data in thousands, except par value and per share data)
California Ethanol: Sales of ethanol, WDG, and corn oil to
California Dairy Renewable Natural Gas: Sales of RNG during the three and nine months ended September 30, 2026 and 2025, were to a single customer. We sold D3 RINs and LCFS credits to two other customers.
India Biodiesel: For the three months ended September 30, 2026,
14. Related Party Transactions
As of September 30, 2026, the Company had amounts payable totaling $
In addition, as of September 30, 2026, the Company had amounts payable totaling $
15. Subsequent Events
On October 10, 2026, Aemetis Biogas LLC ("ABGL") entered into an agreement titled Thirteenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Thirteenth Amendment") with an effective date of August 31, 2026, that requires, among other provisions, ABGL to either (i) redeem all outstanding Series A Preferred Units by December 31, 2026, for an aggregate redemption price of $
16. Liquidity and Going Concern
The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. This approach to presentation is qualified by the following additional descriptions of our financial position.
Debt
We have a substantial amount of accumulated debt, and our senior lender has a security interest in substantially all of our assets. We have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt facilities. Upon the sale of tax credits, we work collaboratively with our senior lender to determine the allocation of tax credit sale proceeds between debt repayment and the Company's operational and other business needs, in addition to other periodic payments. In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts that are due on demand in the next twelve months or receive its continued cooperation.
Operating Activities
We are pursuing the following strategies to improve liquidity:
California Ethanol
Optimize Operations. We plan to continue to operate the Keyes Plant and optimize operating parameters and purchase contracts based on market conditions.
25
(Tabular data in thousands, except par value and per share data)
Reduce Natural Gas Use and Reduce Ethanol Carbon Intensity. We are constructing a MVR system that is expected to significantly reduce the Keyes Plant's natural gas consumption and lower the carbon intensity of the ethanol produced at the Keyes Plant. This will reduce overall fuel costs and volatility and increase income from LCFS credits and Section 45Z PTCs. We have acquired all the necessary equipment, and construction is progressing toward completion.
Monetize Section 45Z PTCs. The Keyes Plant started earning Section 45Z PTCs effective January 1, 2025, and we have monetized the credits earned during all of 2025 and through mid- September 2026. We plan to continue to monetize the Section 45Z PTCs on a regular basis. The federal tax and budget legislation referred to as the "One Big Beautiful Bill Act" that was enacted in July 2025 extended the term of the credits to December 31, 2029.
Evaluate New Technologies. We continue to evaluate other opportunities to improve the Keyes Plant's financial performance by adopting new technologies or process changes that further improve energy efficiency, decrease feedstock costs, increase coproduct yields, and create other margin enhancements. During 2026, we installed two corn oil separators, which improved corn oil yield, and we plan to install an additional separator to further improve yield.
California Renewable Natural Gas
Operate Existing Digesters. We currently have fourteen anaerobic digesters that produce biogas from dairy waste received from seventeen dairies. Two of these digesters were placed into service in October 2026.
Construct New Digesters. We plan to continue to build new dairy digesters that increase cash flow from operations as allowed by capital availability. We have agreements with over fifty dairies. We are seeking new loans and other forms of financing from a variety of sources to facilitate additional digester construction.
Increase LCFS Credit Revenue. The California Air Resource Board ("CARB") has approved provisional pathways for the RNG produced from seven of our operating dairy digesters. Dairies with approved provisional LCFS pathways generate more LCFS credits than dairies with temporary pathways. We generate LCFS credits under lower temporary pathways at five operating digesters that have applications for provisional pathways pending with CARB. In addition, CARB's amendments to the LCFS regulation that became effective July 1, 2025, are expected to reduce the oversupply of LCFS credits and lead to higher LCFS credit prices in the future.
Monetize Section 45Z PTCs. Our RNG production started earning Section 45Z PTCs effective January 1, 2025. We monetized the 2025 credit in December 2025, and we are both recognizing and monetizing the Section 45Z PTC on a regular basis in 2026. The federal tax and budget legislation referred to as the "One Big Beautiful Bill Act" that was enacted in July 2025 extended the term of the credits to December 31, 2029. In September 2026, updates to the 45ZCF-GREET model decreased the emissions rate used in calculating Section 45Z credits, resulting in an increase in the credit earned for 2026. The benefits of the updated 45ZCF-GREET model are expected to extend into future periods through increased Section 45Z credits.
India Biodiesel
Continue Sales to OMCs. We plan to continue to operate the Kakinada Plant to produce biodiesel and glycerin and to sell the biodiesel to government-owned Oil Marketing Companies ("OMCs") to help them achieve government mandates to increase the percentage of biodiesel used in India as a percentage of total diesel uses. In addition, we are evaluating the potential use of the Kakinada plant to produce biodiesel for export from India.
Expand Operations and Plan for IPO. We have hired a new executive team in India to help develop plans for additional growth of our India business and to execute on a potential initial public offering ("IPO") of stock in our India subsidiary.
Maintain Self-Sustaining Cash Flow. Our India business has been self-sustaining in recent years from a cash and liquidity perspective, and we expect this to continue.
26
(Tabular data in thousands, except par value and per share data)
Financing
While we are implementing our plans to improve liquidity, we have been raising cash for operations by selling equity through our at-the-market stock sales program, and we expect to continue to do so. We also plan to seek additional funding for existing and new business opportunities through a combination of working with our senior lender, restructuring or refinancing existing loan agreements, entering into additional debt agreements for specific projects, obtaining project specific equity and debt for development projects, and obtaining additional debt from the current EB-5 Phase II offering.
Summary
Notwithstanding our plans to improve liquidity and the favorable recent events described above, based on the extent of our debt and reliance on our senior secured lender, substantial doubt exists about our ability to continue as a going concern over the next twelve months.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated condensed financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
|
● |
Overview. Discussion of our business and overall analysis of financial and other highlights affecting us to provide context for the remainder of MD&A. |
|
● |
Results of Operations. An analysis of our financial results comparing the three and nine months ended September 30, 2026 and 2025. |
|
● |
Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition. |
|
● |
Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
The following discussion should be read in conjunction with our consolidated condensed financial statements and accompanying notes included in Item 1 of Part I of this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report and in other reports we file with the SEC. All references to years relate to the calendar year ended December 31 of the particular year.
Overview
Founded in 2006 and headquartered in Cupertino, California, we are a renewable natural gas and biofuels company focused on the operation, acquisition, development, and commercialization of innovative technologies that lower fuel costs and reduce emissions. We operate in three reportable segments consisting of “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” We have other operating segments determined not to be separately reportable that are collectively represented by the “All Other” category. Our mission is to produce innovative renewable fuel solutions that benefit communities and improve the environment. We are executing our mission by building a circular bioeconomy using agricultural products and waste to produce low carbon renewable fuels that create jobs, reduce greenhouse gas (“GHG”) emissions, and improve air quality. For revenue and other information regarding our operating segments, see Note 13 - Segment Information of the Notes to the consolidated condensed financial statements of this Form 10-Q.
Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”) that we own and operate. In addition to low carbon renewable fuel ethanol, the Keyes Plant produces alcohol for other uses, Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”). WDG, DCO, and CDS are sold as animal feed to more than 80 local dairies and feedlots. A portion of our DCO is sold as feedstock for other renewable fuels plants. We also capture the Carbon Dioxide (“CO2”) generated by our fermenters and sell it to an industrial gas company that liquifies the CO₂ to sell to food, beverage, and industrial customers. We are implementing energy efficiency initiatives focused on lowering the carbon intensity (“CI”) of our ethanol, primarily by decreasing the use of fossil natural gas. Recently completed energy efficiency projects include high efficiency heat exchangers and a solar micro grid. A significant energy efficiency project in progress is the Mechanical Vapor Recompression (“MVR”) system that will use low carbon electricity instead of natural gas. These changes will reduce our energy costs, lower the CI of the ethanol we produce, and generate increased cash flows from California Low Carbon Fuel Standard (“LCFS”) and tax credits. We have acquired all the necessary equipment for the MVR project, and construction is progressing toward completion.
Our California Dairy Renewable Natural Gas segment operates anaerobic digesters at local dairies near the Keyes Plant (many of whom also purchase WDG produced by the Keyes Plant as animal feed) to produce biogas from dairy waste, transports the biogas by pipeline to the Keyes Plant site, and converts the biogas to Renewable Natural Gas (“RNG”) that is delivered to customers through the utility natural gas pipeline. We currently operate fourteen digesters that produce biogas from manure waste received from seventeen dairies. Two of these digesters were placed into service in October 2026. We are actively growing with additional digesters planned for construction. We have constructed 36 miles of biogas collection pipeline and have received environmental approval to construct an additional 24 miles of pipeline. We currently have agreements to build digesters and receive waste from over 50 dairies and are seeking to sign agreements with additional dairies.
Our India Biodiesel segment includes a biodiesel production plant in Kakinada, India (“Kakinada Plant”) with a production capacity of about 80 million gallons per year. The plant produces high-quality distilled biodiesel and refined glycerin for customers in India. We believe the Kakinada Plant is one of the highest capacity biodiesel production facilities in India. The Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards. Our Kakinada Plant also distills the crude glycerin coproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.
Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration ("CCUS") operations and the planned sustainable aviation fuel ("SAF") and renewable diesel ("RD") plant in Riverbank, California. All Other segment also includes our research and development facility in Minneapolis, Minnesota, operation of the Riverbank Industrial Complex, and our corporate offices in Cupertino, California.
We are developing an SAF/RD production plant that is currently designed to produce 90 million gallons per year of combined SAF/RD or 78 million gallons per year of SAF from feedstocks consisting of renewable waste vegetable and animal oils. Our project is located at the Riverbank Industrial Complex in Riverbank, California. We signed a lease with an option to purchase the Riverbank Industrial Complex in 2021 and took possession of the site in 2022. In 2023, we received a Use Permit and the California Environmental Quality Act ("CEQA") approval for the SAF/RD plant, and in 2024 we received Authority to Construct air permits for the plant. We are continuing with development activities, including engineering and financing. The Riverbank site has access to low carbon hydroelectric power, and our plant is designed to use renewable hydrogen that will be produced from byproducts of the SAF/RD production process.
Our planned CCUS projects will compress and inject CO₂ into deep wells that are monitored to ensure the long-term sequestration of carbon underground. California’s Central Valley has been identified as one of the world’s most favorable regions for large-scale CO₂ injection projects due to the subsurface geologic formations that absorb and contain CO₂ gas. The two initial Aemetis CCUS injection projects are being designed to capture and sequester more than two million metric tons per year of CO₂ at the Aemetis biofuels plant sites in Keyes and Riverbank, California. Once operational, we expect these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.
Our Minneapolis, Minnesota research and development laboratory evaluates and develops technologies that would use low carbon intensity and waste feedstocks to produce low or below zero carbon intensity biofuels and biochemicals. We are focused on processes that extract sugar from cellulosic feedstocks and produce low carbon ethanol, renewable hydrogen, SAF, and RD.
Results of Operations
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
Revenues
Our revenues are derived primarily from sales of ethanol and WDG in our California Ethanol segment, RNG environmental attributes in our California Dairy Renewable Natural Gas segment, and biodiesel in our India Biodiesel segment. We also generate IRA Section 45Z Production Tax Credits (“Section 45Z PTCs” or “PTCs”) in the California Ethanol and RNG segments, which we recognize as income in 2026. The revenue recognized during the same period in 2025 does not include PTC income, as we recognized Section 45Z PTC income for calendar year 2025 in the fourth quarter of 2025 after establishing qualification for the PTCs under the applicable statute and guidance.
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
California Ethanol |
|
$ | 53,804 |
|
|
$ | 40,726 |
|
|
$ | 13,078 |
|
|
|
32.1 | % |
California Dairy Renewable Natural Gas |
|
|
25,923 |
|
|
|
3,996 |
|
|
|
21,927 |
|
|
|
548.7 | % |
India Biodiesel |
|
|
8,426 |
|
|
|
14,468 |
|
|
|
(6,042) |
|
|
|
(41.8 | )% |
Total |
|
$ | 88,153 |
|
|
$ | 59,190 |
|
|
$ | 28,963 |
|
|
|
48.9 | % |
California Ethanol. For the three months ended September 30, 2026, this segment generated 68% of its revenue from sales of ethanol, and the balance from sales of WDG, Corn Oil, CDS, and CO₂. It also generated and recognized $4.6 million in Section 45Z PTC income during the three months ended September 30, 2026. For the three months ended September 30, 2026, the Keyes Plant sold 15.6 million gallons of ethanol at an average price of $2.34 per gallon and 102 thousand tons of WDG at an average price of $89 per ton, compared to sales during the three months ended September 30, 2025, when the Keyes Plant sold 14.7 million gallons of ethanol at an average price of $2.13 per gallon and 96 thousand tons of WDG at an average price of $76 per ton.
California Dairy Renewable Natural Gas. During the three months ended September 30, 2026, we sold 158.2 thousand MMBtu ("million British thermal units") of RNG at an average price of $3.16 per MMBtu, compared to the three months ended September 30, 2025, when we sold 114.0 thousand MMBtu of RNG at an average price of $3.45 per MMBtu. During the three months ended September 30, 2026, we sold 1.4 million federal Renewable Fuel Standard ("RFS") credits (referred to as "D3 RINs") at an average price of $2.45 per D3 RIN, compared to the three months ended September 30, 2025, when we sold 1.0 million D3 RINs at an average price of $2.37 per RIN. During the three-month period ended September 30, 2026, we sold 27.8 thousand LCFS credits at an average price of $73 each, compared to 22.2 thousand LCFS credits at an average price of $54 each during the period ended September 30, 2025. The RNG segment also recorded $20.1 million of Section 45Z PTC income during the three months ended September 30, 2026. In September 2026, regulatory updates to the Section 45ZCF-GREET model decreased the Section 45Z emissions rate, resulting in an increase in the Section 45Z PTCs generated by RNG sales in 2026. Accordingly, we recorded a cumulative true-up adjustment of approximately $11.0 million related to the period January 1, 2026, through June 30, 2026, which was recognized in third quarter of 2026 PTC income.
India Biodiesel. In 2025 and 2026, our India sales of biodiesel were primarily to government-owned Oil Marketing Companies ("OMCs") pursuant to the OMC tender and allocation process. For the three months ended September 30, 2026 and 2025, we generated 87% and 96% of our India segment revenues from the sale of biodiesel and 13% and 4% from other sales, respectively. The decrease in revenue was primarily due to delays in receiving OMC tender contracts during the second quarter of 2026. Shipments under the contract commenced during the third quarter of 2026 and remained ongoing as of period end. We sold 6.6 thousand metric tons of biodiesel at an average sales price of $1,108 per metric ton during the three months ended September 30, 2026, compared to 12.5 thousand metric tons of biodiesel at an average sales price of $1,112 per metric ton during the three months ended September 30, 2025.
Cost of Goods Sold
Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor related costs), and overhead. Depending on the costs of these inputs in comparison to the sales price of our end products, our gross margins at any given time can vary from positive to negative. Overhead includes direct and indirect costs associated with plant operations, including the cost of repairs and maintenance, consumables, on-site security, insurance, and depreciation.
We purchase feedstock for the California Ethanol segment from J.D. Heiskell based on daily market prices for corn plus costs of rail transportation, local basis, and a handling fee paid to J.D. Heiskell. The credit term for the corn purchased from J.D. Heiskell is one day, netted from our product sales. Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight.
We obtain the feedstock for producing RNG from dairy operators who lease us their land for construction of our digesters and supply our digesters with manure in liquid form. Our cost of feedstock is established by manure supply agreements based on the value of the environmental attributes and the number of cows at each dairy.
We utilize several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants. Raw material is received by truck and loaded at our vendor's nearby facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit for the purchases.
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
California Ethanol |
|
$ | 46,360 |
|
|
$ | 42,158 |
|
|
$ | 4,202 |
|
|
|
10.0 | % |
California Dairy Renewable Natural Gas |
|
|
5,284 |
|
|
|
2,696 |
|
|
|
2,588 |
|
|
|
96.0 | % |
India Biodiesel |
|
|
7,036 |
|
|
|
14,394 |
|
|
|
(7,358) |
|
|
|
(51.1 | )% |
Total |
|
$ | 58,680 |
|
|
$ | 59,248 |
|
|
$ | (568) |
|
|
|
(1.0 | )% |
California Ethanol. We ground 5.4 million bushels of corn at an average cost of $6.29 per bushel during the three months ended September 30, 2026, compared to 5.0 million bushels of corn at an average cost of $5.95 per bushel during the three months ended September 30, 2025. The increase in cost of goods sold for the three months ended September 30, 2026, is mainly due to an increase in ethanol production and an associated increase in the quantity and price of corn used.
California Dairy Renewable Natural Gas. Cost of goods sold increased as a result of the increased manure costs, digester maintenance expenses, and depreciation from additional digesters placed into service.
India Biodiesel. The decrease in cost of goods sold during the three months ended September 30, 2026, compared to September 30, 2025, was attributable to a decrease in biodiesel sales.
Gross Profit (Loss)
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
California Ethanol |
|
$ | 7,444 |
|
|
$ | (1,432 | ) |
|
$ | 8,876 |
|
|
|
NM |
|
California Dairy Renewable Natural Gas |
|
|
20,639 |
|
|
|
1,300 |
|
|
|
19,339 |
|
|
|
NM |
|
India Biodiesel |
|
|
1,390 |
|
|
|
74 |
|
|
|
1,316 |
|
|
|
NM |
|
Total |
|
$ | 29,473 |
|
|
$ | (58 | ) |
|
$ | 29,531 |
|
|
|
NM |
|
Note: “NM” = not meaningful
California Ethanol. The gross profit during the three months ended September 30, 2026, compared to a gross loss during the same period in 2025, was attributable primarily to increased volumes and increased average sale prices, partially offset by higher corn costs, as well as $4.6 million of Section 45Z PTC income recognized during the three months ended September 30, 2026, but not during the three months ended September 30, 2025.
California Dairy Renewable Natural Gas. The increase in gross profit for the three months ended September 30, 2026, compared to the same period in 2025, is due to the increase in RNG production and associated environmental attributes, as well as $20.1 million of Section 45Z PTC income recognized during the three months ended September 30, 2026, but not during the three months ended September 30, 2025.
India Biodiesel. The increase in gross profit for the three months ended September 30, 2026, compared to the same period in 2025, is primarily due to a decrease in feedstock costs.
Operating Expenses and Other Expense (Income)
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
Selling, general and administrative |
|
$ | 8,621 |
|
|
$ | 8,450 |
|
|
$ | 171 |
|
|
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate expense |
|
|
14,206 |
|
|
|
11,889 |
|
|
|
2,317 |
|
|
|
19.5 |
% |
Debt related fees and amortization expense |
|
|
342 |
|
|
|
1,061 |
|
|
|
(719 |
) |
|
|
(67.8 |
)% |
Accretion and other expenses of Series A preferred units |
|
|
1,216 |
|
|
|
2,034 |
|
|
|
(818 |
) |
|
|
(40.2 |
)% |
Other expense (income) |
|
$ | (125 |
) |
|
$ | 249 |
|
|
$ | (374 |
) |
|
|
(150.2 |
)% |
Selling, General and Administrative expenses ("SG&A") expenses consist primarily of salary and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue were 10% in the three months ended September 30, 2026, compared to 14% in the three months ended September 30, 2025. The increase in SG&A expenses during the three months ended September 30, 2026 is primarily due to increases in salary and related expenses, and professional fees, partially offset by a reduction in utility expenses.
Other expenses consist primarily of interest and amortization expense on debt and accretion of the liability to redeem Biogas Series A Preferred Units. Debt related fees and amortization expense include amortization of debt extension fees and debt discounts of warrants issued in connection with debt renewals. The fair value of warrants issued is recorded as a debt discount and amortized to interest expense over the term of the related debt. Debt related fees and amortization expense decreased during the three months ended September 30, 2026 as a result of a significant portion of the Company’s debt becoming due on demand during 2026. Accretion expense decreased during the three months ended September 30, 2026, as a result of the PUPA Thirteenth Amendment discussed in Note 11 - Aemetis Biogas LLC – Series A Preferred Financing, which resulted in a lower interest rate on the credit agreement. Interest rate expense increased during the three months ended September 30, 2026, due to higher variable interest rates and higher debt balances.
Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
Revenues
Our revenues are derived primarily from sales of ethanol and WDG in our California Ethanol segment, RNG environmental attributes in our California Dairy Renewable Natural Gas segment, and biodiesel in our India Biodiesel segment. We also generate Section 45Z PTCs in the California Ethanol and RNG segments, which we recognize as income in 2026. Revenue recognized during the same period in 2025 did not include PTC income, as we recognized Section 45Z PTC income for calendar year 2025 in the fourth quarter of 2025 after establishing qualification for the PTCs under the applicable statute and guidance.
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
California Ethanol |
|
$ | 145,494 |
|
|
$ | 115,762 |
|
|
$ | 29,732 |
|
|
|
25.7 | % |
California Dairy Renewable Natural Gas |
|
|
38,503 |
|
|
|
9,490 |
|
|
|
29,013 |
|
|
|
305.7 | % |
India Biodiesel |
|
|
21,475 |
|
|
|
29,067 |
|
|
|
(7,592) |
|
|
|
(26.1 | )% |
Total |
|
$ | 205,472 |
|
|
$ | 154,319 |
|
|
$ | 51,153 |
|
|
|
33.1 | % |
California Ethanol. For the nine months ended September 30, 2026, this segment generated 67% of its revenue from sales of ethanol, and the rest from sales of WDG, Corn Oil, CDS, and CO₂. It also generated and recognized $13.7 million in Section 45Z PTC income during the nine months ended September 30, 2026. For the nine months ended September 30, 2026, the Keyes Plant sold 44.9 million gallons of ethanol at an average price of $2.18 per gallon and 300 thousand tons of WDG at an average price of $88 per ton, compared to sales during the nine months ended September 30, 2025, when the Keyes Plant sold 42.6 million gallons of ethanol at an average price of $2.04 per gallon and 280 thousand tons of WDG at an average price of $83 per ton.
California Dairy Renewable Natural Gas. During the nine months ended September 30, 2026, we sold 414.6 thousand MMBtu of RNG at an average price of $2.26 per MMBtu, compared to the nine months ended September 30, 2025, when we sold 291.3 thousand MMBtu of RNG at an average price of $3.24 per MMBtu. During the nine months ended September 30, 2026, we sold 3.4 million D3 RINs at an average price of $2.47 per D3 RIN, compared to the nine months ended September 30, 2025, when we sold 2.2 million D3 RINs at an average price of $2.50 per RIN. During the nine months ended September 30, 2026, we sold 85.5 thousand LCFS credits at an average price of $64 each, compared to 52.2 thousand LCFS credits at an average price of $60 each during the period ended September 30, 2025. The RNG segment also generated $23.6 million of Section 45Z PTC income during the nine months ended September 30, 2026.
India Biodiesel. In 2025 and 2026, our India sales of biodiesel were primarily to government-owned OMCs pursuant to the OMC tender and allocation process. For the nine months ended September 30, 2026, we generated 85% of our India segment revenues from the sale of biodiesel and 15% from other sales. The decrease in revenues was primarily due to palm fatty acid distillate ("PFAD") sales that occurred during the nine months ended September 30, 2025, but not during the same period in 2026. In addition, delays in receiving new OMC contracts delayed biodiesel shipments. We sold 17.2 thousand metric tons of biodiesel at an average sales price of $1,065 per metric ton during the nine months ended September 30, 2026, compared to 21.0 thousand metric tons of biodiesel at an average sales price of $1,117 per metric ton during the nine months ended September 30, 2025.
Cost of Goods Sold
Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor related costs), and overhead. Depending on the costs of these inputs in comparison to the sales price of our end products, our gross margins at any given time can vary from positive to negative. Overhead includes direct and indirect costs associated with plant operations, including the cost of repairs and maintenance, consumables, on-site security, insurance, and depreciation.
We purchase feedstock for the California Ethanol segment from J.D. Heiskell based on daily market prices for corn plus costs of rail transportation, local basis, and a handling fee paid to J.D. Heiskell. The credit term for the corn purchased from J.D. Heiskell is one day, netted from our product sales. Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight.
We obtain the feedstock for producing RNG from dairy operators who lease us their land for construction of our digesters and supply our digesters with manure in liquid form. Our cost of feedstock is established by manure supply agreements based on the value of the environmental attributes and the number of cows at each dairy.
We utilize several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants. Raw material is received by truck and loaded at our vendor's nearby facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit for the purchases.
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
California Ethanol |
|
$ | 128,620 |
|
|
$ | 125,938 |
|
|
$ | 2,682 |
|
|
|
2.1 | % |
California Dairy Renewable Natural Gas |
|
|
11,800 |
|
|
|
7,030 |
|
|
|
4,770 |
|
|
|
67.9 | % |
India Biodiesel |
|
|
19,308 |
|
|
|
29,844 |
|
|
|
(10,536) |
|
|
|
(35.3 | )% |
Total |
|
$ | 159,728 |
|
|
$ | 162,812 |
|
|
$ | (3,084) |
|
|
|
(1.9 | )% |
California Ethanol. We ground 15.5 million bushels of corn at an average cost of $6.10 per bushel during the nine months ended September 30, 2026, compared to 14.4 million bushels of corn at an average cost of $6.33 per bushel during the nine months ended September 30, 2025. The slight increase in cost of goods sold for the nine months ended September 30, 2026, is mainly due to higher corn ground for increased ethanol production, related transportation costs, chemicals and electricity costs, partially offset by a lower average cost per bushel of corn, compared to the nine months ended September 30, 2025.
California Dairy Renewable Natural Gas. Cost of goods sold increased as a result of increased manure costs, digester maintenance expenses, and depreciation from additional digesters placed into service.
India Biodiesel. The decrease in cost of goods sold during the nine months ended September 30, 2026, compared to September 30, 2025, was attributable to a decrease in biodiesel sales.
Gross Profit (Loss)
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
California Ethanol |
|
$ | 16,874 |
|
|
$ | (10,176 | ) |
|
$ | 27,050 |
|
|
|
NM |
|
California Dairy Renewable Natural Gas |
|
|
26,703 |
|
|
|
2,460 |
|
|
|
24,243 |
|
|
|
NM |
|
India Biodiesel |
|
|
2,167 |
|
|
|
(777 | ) |
|
|
2,944 |
|
|
|
NM |
|
Total |
|
$ | 45,744 |
|
|
$ | (8,493 | ) |
|
$ | 54,237 |
|
|
|
NM |
|
Note: “NM” = not meaningful
California Ethanol. The gross profit during the nine months ended September 30, 2026, compared to a gross loss during the same period in 2025, was attributable primarily to increased sales volumes, average sales prices, and a decrease in corn prices, as well as the $13.7 million of Section 45Z PTC income recognized during the nine months ended September 30, 2026, but not during the nine months ended September 30, 2025.
California Dairy Renewable Natural Gas. The increase in gross profit for the nine months ended September 30, 2026, compared to the same period in 2025, is due to the increase in RNG production and associated environmental attributes, as well as the $23.6 million of Section 45Z PTC income recognized during the nine months ended September 30, 2026, but not during the nine months ended September 30, 2025.
India Biodiesel. The gross profit for the nine months ended September 30, 2026, compared to the loss during the same period in 2025, reflects lower feedstock costs.
Operating Expenses and Other Expense (Income)
|
|
2026 |
|
|
2025 |
|
|
Inc/(dec) |
|
|
% change |
|
||||
Selling, general and administrative expenses |
|
$ | 25,454 |
|
|
$ | 26,244 |
|
|
$ | (790 |
) |
|
|
(3.0 |
)% |
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate expense |
|
|
39,919 |
|
|
|
34,142 |
|
|
|
5,777 |
|
|
|
16.9 |
% |
Debt related fees and amortization expense |
|
|
2,668 |
|
|
|
4,831 |
|
|
|
(2,163 |
) |
|
|
(44.8 |
)% |
Accretion and other expenses of Series A preferred units |
|
|
4,338 |
|
|
|
6,345 |
|
|
|
(2,007 |
) |
|
|
(31.6 |
)% |
Other income |
|
$ | (637 |
) |
|
$ | (1,078 |
) |
|
$ | 441 |
|
|
|
(40.9 |
)% |
SG&A expenses consist primarily of salary and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue were 12% in the nine months ended September 30, 2026, compared to 17% in the nine months ended September 30, 2025. The decrease in SG&A expenses during the nine months ended September 30, 2026, is primarily due to reductions in insurance and professional fees, supplies and services expenses, partially offset by an increase in salary and related expenses.
Other expenses consist primarily of interest and amortization expense on debt and accretion of the liability to redeem Biogas Series A Preferred Units. Debt related fees and amortization expense include amortization of debt extension fees and debt discounts of warrants issued in connection with debt renewals. The fair value of warrants issued is recorded as a debt discount and amortized to interest expense over the term of the related debt. Debt related fees and amortization expense decreased during the three months ended September 30, 2026, as a result of a significant portion of the Company’s debt becoming due on demand during 2026. Accretion expense decreased during the nine months ended September 30, 2026, as a result of the PUPA Thirteenth Amendment discussed in Note 11 - Aemetis Biogas LLC – Series A Preferred Financing, which resulted in a lower interest rate on the credit agreement. Interest rate expense increased during the nine months ended September 30, 2026, due to higher variable interest rates and higher debt balances.
Liquidity and Capital Resources
Cash and Cash Equivalents
Cash and cash equivalents were $3.4 million at September 30, 2026, with $2.6 million held in our North American entities and $0.8 million in our India entity. We expect that our future available cash resources will be generated from operations, sales of equity, sales of tax credits, and new debt. Incurrence of new debt and the associated use of proceeds from future debt financings are subject to approval by our senior lender.
Liquidity
Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows:
|
|
As of |
|
|||||
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Cash and cash equivalents |
|
$ | 3,359 |
|
|
$ | 4,894 |
|
Current assets (including cash, cash equivalents, and deposits) |
|
$ | 29,128 |
|
|
$ | 26,870 |
|
Current and long-term liabilities (excluding all debt) |
|
$ | 190,755 |
|
|
$ | 184,908 |
|
Current & long-term debt |
|
$ | 435,447 |
|
|
$ | 381,764 |
|
Our principal sources of liquidity have been cash provided by operations, the sale of equity, and borrowings under various debt arrangements.
We operate in a volatile market in which we have limited control over major components of input costs and product revenues. We are making investments in future facilities and facility upgrades that improve overall margins while lessening the impact of volatile markets. As such, we expect cash provided by operating activities to fluctuate in future periods primarily because of changes in the prices for corn, ethanol, WDG, DCO, CDS, biodiesel, waste fats and oils, glycerin, non-refined palm oil, natural gas, LCFS credits, and D3 RINs. To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the value of environmental attributes or tax credits is reduced, we require additional working capital to fund operations.
The India Biodiesel segment utilized its receivables financing facility during the quarter to support short-term liquidity needs. As of September 30, 2026, $2.0 million was outstanding under the facility. We believe this arrangement provides flexibility in managing cash flows while maintaining prudent risk oversight.
We are implementing several strategies to improve our cash flow from operations, as described in more detail in Note 16 - Liquidity of the Notes to the consolidated condensed financial statements of this Form 10-Q.
Senior Secured Debt
As of September 30, 2026, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital notes totals $280.6 million, which is all due on demand by the lender. Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail in Note 5 - Debt of the Notes to the consolidated condensed financial statements in this Form 10-Q. However, future amendments or accommodations will continue to be at the discretion of the lender. In the event our senior lender demands debt repayment, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.
Change in Debt, Working Capital and Cash Flows
The following table describes the changes in current and long-term debt during the nine months ended September 30, 2026:
Increases to debt: |
|
|
|
|
|
|
|
|
Accrued interest |
|
$ | 41,612 |
|
|
|
|
|
Maturity date extension fee and other fees added to senior debt |
|
|
750 |
|
|
|
|
|
Subordinated debt extension fees |
|
|
340 |
|
|
|
|
|
Change in debt issuance costs, net of amortization |
|
|
1,881 |
|
|
|
|
|
Secured loans and working capital loan draw |
|
|
21,509 |
|
|
|
|
|
Third Eye Capital short-term promissory note |
|
|
1,800 |
|
|
|
|
|
Construction loan short-term borrowings |
|
|
17,007 |
|
|
|
|
|
Total increases to debt |
|
|
|
|
|
|
84,899 |
|
Decreases to debt: |
|
|
|
|
|
|
|
|
Principal, fees, and interest payments to senior lender |
|
|
(5,940 |
) |
|
|
|
|
Principal and interest payments and reductions to EB-5 promissory note |
|
|
(53 |
) |
|
|
|
|
Term loan Payments |
|
|
(26 |
) |
|
|
|
|
Construction loan payments |
|
|
(5,350 |
) |
|
|
|
|
Secured loans and working capital loans payments |
|
|
(19,798 |
) |
|
|
|
|
Payments on term loans for capital expenditures |
|
|
(44 |
) |
|
|
|
|
Reclass to accounts payable for payment |
|
|
(5 |
) |
|
|
|
|
Total decreases to debt |
|
|
|
|
|
|
(31,216 |
) |
Change in total debt |
|
|
|
|
|
$ | 53,683 |
|
Cash provided by operating activities was $9.5 million, derived from a net loss of $25.9 million, non-cash expenses of $19.2 million, and changes in operating assets and liabilities of $16.1 million. The non-cash expenses primarily consisted of: (i) $7.6 million in depreciation expenses, (ii) $4.3 million in preferred unit accretion and other expenses of Series A Preferred Units, (iii) $2.7 million in amortization of debt issuance costs and other intangible assets, and (iv) $4.0 million in stock-based compensation expense. Changes in operating assets and liabilities consisted primarily of (i) a $4.4 million increase in accounts receivable, (ii) an increase in inventory of $1.9 million primarily due to the India biodiesel segment buying and processing feedstock for fourth quarter production and sales, (iii) a $4.6 million decrease in accounts payable, and (iv) $7.5 million decrease in other liabilities. This was offset by (i) a $2.0 million decrease in the balance of other current assets primarily from monetizing Section 45Z PTCs, and (ii) a $32.6 million increase in accrued interest expense.
Cash used in investing activities was $33.9 million, of which $35.3 million was primarily used for capital projects associated with production of RNG and energy efficiency projects in California offset by $1.4 million grants received.
Cash provided by financing activities was $21.4 million, consisting primarily of (i) $37.5 million proceeds from borrowings, and (ii) $15.5 million from sales of common stock, offset by $23.5 million and $7.9 million in repayments of borrowings and Series A preferred financing, respectively.
Our ongoing at-the-market stock sales program allows us to sell shares of common stock into the publicly traded market. During the three months ended September 30, 2026, we sold 0.9 million shares of common stock for proceeds of $1.8 million, net of commissions. During the nine months ended September 30, 2026, we sold 6.1 million shares of common stock for proceeds of $15.4 million, net of commissions.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported net sales and expenses for each period. We believe that of our most significant accounting policies and estimates, defined as those policies and estimates that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain are: liquidity; debt covenant forecast; and recoverability of long-lived assets. These significant accounting principles are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
See Note 1 to the consolidated condensed financial statements of this Form 10-Q for information regarding recently issued accounting pronouncements.
Off Balance Sheet Arrangements
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Quarterly Report on Form 10‑Q, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company is involved in routine litigation and claims incidental to its business from time to time. No such matters, individually or in the aggregate, meet the disclosure thresholds specified in Item 103 of Regulation S-K.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the third quarter of 2026, we issued 113 thousand shares of common stock to two subordinated lenders in connection with their exercise of warrants that had been issued to the lenders during the prior quarter in connection with extensions of their debt. The issuance of the common stock upon exercise of the warrants was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering.
Item 3. Defaults Upon Senior Securities.
No unresolved defaults on senior securities occurred during the three months ended September 30, 2026.
Item 4. Mine Safety Disclosures.
Not applicable.
Current Events
On October 10, 2026, Aemetis Biogas LLC ("ABGL") entered into an agreement titled Thirteenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Thirteenth Amendment") with an effective date of August 31, 2026, that requires, among other provisions, ABGL to either (i) redeem all outstanding Series A Preferred Units by December 31, 2026, for an aggregate redemption price of $117.3 million or (ii) enter into a credit agreement in the form attached to the PUPA Thirteenth Amendment. The PUPA Thirteenth Amendment is attached as Exhibit 10.1 to this Form 10-Q and is described in the notes to the Financial Statements in Part I Item 1 of this Form 10-Q under Note 15 Subsequent Events. This description is a summary only and is qualified by the text of the attached Exhibit 10.1.
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 thereunto duly authorized.
|
Aemetis, Inc. |
|
|
|
|
|
|
|
| Date: November 5, 2026 | By: |
/s/ Eric A. McAfee |
|
|
Eric A. McAfee Chair of the Board and Chief Executive Officer (Principal Executive Officer) |
|
|
|
| Date: November 5, 2026 | By: |
/s/ Todd Waltz |
|
|
Todd Waltz Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
|
39
Exhibit 10.1
THIRTEENTH WAIVER AND AMENDMENT TO
SERIES A PREFERRED UNIT PURCHASE AGREEMENT
This Thirteenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (this “Amendment”), effective as of August 31, 2026 (“Effective Date”) , is made by and among (i) AEMETIS BIOGAS LLC, a Delaware limited liability company (“ABGL” or “COMPANY”), (ii) PROTAIR-X TECHNOLOGIES INC., a Canadian corporation (the “Purchaser”), and (iii) THIRD EYE CAPITAL CORPORATION, an Ontario corporation, as agent for the Purchaser (“Agent”).
RECITALS
| A. | ABGL, the Agent, and the predecessor of the Purchaser entered into the Series A Preferred Unit Purchase Agreement and a Security Agreement, each dated as of December 20, 2018 (as amended, the “Agreement”). Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement. |
| B. | Prior to the effectiveness of this Amendment, Section 6.9(b) required ABGL to redeem the outstanding Series A Preferred Units by August 31, 2026, or, if not redeemed, to enter into a Credit Agreement with Purchaser and Agent. |
| C. | ABGL has not redeemed all of the outstanding Series A Preferred Units, and the Parties hereto desire to extend the deadline for such redemption, pursuant to ABGL’s ongoing negotiations with certain strategic investors in order to conclude an optimal transaction by the dates indicated herein and in advance of the Final Redemption Date, and the parties have agreed to amend the Agreement and to provide certain consents and waivers on the terms and conditions contained herein to contemplate the foregoing. |
AGREEMENT
SECTION 1. Waiver and Amendments. The Agent and Purchaser hereby waive, as of the date hereof, non-compliance with Section 6.9(b) the Agreement that occurred prior to the Effective Date and agree that the following sections of the Agreement shall be and hereby are amended as follows:
(A) Section 6.9(b) (Full Redemption). Subsection 6.9(b) of the Agreement is deleted in its entirety and replaced with the following:
“Full Redemption. On or before 2:00pm EST on December 31, 2026 (the “Final Redemption Date”), the Company shall redeem all of the outstanding Series A Preferred Units by paying to the Purchaser, in immediately available funds, an aggregate amount equal to $95,836,029.88 (being equal to $135,500,000 less $39,663,970.12 received by the Purchaser) (the “Final Redemption Price”). The payment and receipt of the Final Redemption Price shall be in full and complete satisfaction of the requirement of the Company to pay the Obligations under the Agreement, and upon receipt of such payment and the payment of any outstanding fees or other amounts, the Purchaser shall deliver to the Company for cancellation, the certificate or certificates representing the then issued and outstanding Series A Preferred Units held by the Purchaser or on its behalf, and the Agreement and other Transaction Documents shall be deemed terminated (except for any provisions thereof that, by their specific terms, survive termination). Notwithstanding the foregoing, the Parties acknowledge that they shall continue negotiations, in good faith, towards ensuring the redemption transaction noted herein on the Final Redemption Date is done on a tax efficient basis, including giving consideration to a transaction involving the sale of the Purchaser to the Company or its shareholder or other affiliates.”
Credit Agreement. In the event that the Final Redemption Price is not paid by the date indicated above, such failure shall constitute a Trigger Event, and in addition to the remedies indicated in Section 7.2 of the Agreement, the Company agrees that effective as of January 1, 2027, it will execute and agree to be bound by, and shall irrevocably be deemed to have entered into, a credit agreement with the Agent and the Purchaser in substantially the form attached as Schedule “A” to the Thirteenth Amendment (with any revisions required and agreed to by the parties in order to ensure such transaction is done on a tax efficient basis, the “Credit Agreement”), and together with any ancillary agreements, documents, certificates, guarantees or deliverables contemplated by such Credit Agreement (collectively, the “Credit Documents”), and such Credit Agreement shall be a modification and replacement of this Agreement, and the liabilities, obligations, covenants and requirements of this Agreement shall be replaced by the liabilities, obligations, covenants and requirements of the Credit Agreement and all such security, liens and registrations provided pursuant to this Agreement (or ancillary agreements) shall continue and remain in place unaffected. Further, upon execution of the Credit Agreement and all Credit Documents (including without limitation any guarantees which the Credit Agreement contemplates to be signed by affiliates of ABGL, including those signatories to the Twelfth Amendment), the Purchaser shall deliver to the Company for cancellation, the certificate or certificates representing the then issued and outstanding Series A Preferred Units held by the Purchaser or on its behalf, and the Agreement and other Transaction Documents shall be deemed terminated (except for any provisions thereof that, by their nature, survive termination).”
(B) Section 1.1 Defined Terms. The following defined term is added into Section 1.1 of the Agreement in its applicable alphabetical order:
“Thirteenth Amendment” means that Thirteenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement dated as of August 31, 2026, by and between the Company, the Purchaser and the Agent.”
SECTION 2. Waivers and Consents. Subject to the terms, covenants and conditions of this Amendment, Agent and Purchaser hereby agree to the following:
(A) ABGL has advised that it has failed to comply with the following provisions of the Agreement (collectively, the “Operational Defaults”):
• Section 6.7(b) Board. Failure of the Board to meet at least once per quarter;
• Section 6.14(a) Operating Cash Flow per Digester. Failure of each Digester to have minimum quarterly Operating Cash Flow of $300,000 following the Stabilization Period applicable to such Digester;
• Section 6.14(b) Total Operating Cash Flow. Failure to achieve the minimum quarterly Operating Cash Flow thresholds indicated in Section 6.14(b);
Subject to the terms of this Amendment, the Agent and Purchaser waive, as of October 1, 2026, the Operational Defaults, provided that ABGL shall be and remain obligated to comply with its obligations pursuant to the Agreement, including the sections noted herein above, on a going forward basis.
SECTION 2. Conditions to Effectiveness. This Amendment shall be subject to satisfaction of the following conditions:
(a) ABGL shall have performed and complied with all of the covenants and conditions required by this Amendment and the Transaction Documents to be performed and complied with upon the effective date of this Amendment.
(b) ABGL shall pay, on the Final Redemption Date, a closing fee of $21,500,000, payable to or at the direction of, the Purchaser (and for, purposes of clarity, this closing fee is in addition to the Final Redemption Price and may be paid by cash or the entry of the Credit Agreement, and the closing fee is included in the $117,336,029.88 principal referred to in the form of Credit Agreement).
(c) Agent shall have received all other approvals, opinions, documents, agreements, instruments, certificates, schedules and materials as the Agent may reasonably request, including tax advice to ensure that the transactions contemplated herein are done on a tax efficient manner.
SECTION 3. Acknowledgement. ABGL acknowledges and agrees that the failure to perform, or to cause the performance of, the covenants and agreements in this Amendment will constitute a Trigger Event under the Agreement.
SECTION 4. Agreement in Full Force and Effect as Amended. Except as specifically amended or waived hereby, the Agreement and other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of, or consent to or departure from, any provisions of the Agreement or any other Transaction Document or any right, power or remedy of the Agent or Purchaser thereunder, nor constitute a waiver of any provision of the Agreement or any other Transaction Document, or any other document, instrument or agreement executed or delivered in connection therewith or of any Trigger Event under any of the foregoing, in each case whether arising before or after the execution date of this Amendment or as a result of performance hereunder or thereunder. This Amendment shall not preclude the future exercise of any right, remedy, power, or privilege available to the Agent or Purchaser whether under the Agreement, the other Transaction Documents, at law or otherwise. All references to the Agreement shall be deemed to mean the Agreement as modified hereby. This Amendment shall not constitute a novation or satisfaction and accord of the Agreement or any other Transaction Document but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Agreement and Transaction Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Agreement as amended by this Amendment, and each reference herein or in any other Transaction Documents to “the Agreement” shall mean and be a reference to the Agreement as amended and modified by this Amendment.
SECTION 5. Representations by ABGL. ABGL hereby represents and warrants to the Agent and Purchaser as of the execution date of this Amendment as follows: (a) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) the execution, delivery and performance by it of this Amendment are within its powers, have been duly authorized, and do not contravene (i) its articles of incorporation, bylaws or other organizational documents, or (ii) any applicable law; (c) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (d) this Amendment has been duly executed and delivered by it; (e) this Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (f) it is not in default under the Agreement or any other Transaction Documents and no Trigger Event exists, has occurred and is continuing or would result by the execution, delivery or performance of this Amendment; and (g) the representations and warranties contained in the Agreement and the other Transaction Documents are true and correct in all material respects as of the execution date of this Amendment as if then made, except for such representations and warranties limited by their terms to a specific date.
SECTION 6. Miscellaneous.
(A) This Amendment may be executed in any number of counterparts (including by facsimile or email), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile or scanned signature and that it accepts the facsimile or scanned signature of each other party. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof or thereof. The use of the word “including” in this Amendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive.
(B) This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the parties hereto. This Amendment shall be considered part of the Agreement and shall be a Transaction Document for all purposes.
(C) This Amendment, the Agreement and the Transaction Documents constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof.
(D) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT.
(E) ABGL may not assign, delegate or transfer this Amendment or any of its rights or obligations hereunder. No rights are intended to be created under this Amendment for the benefit of any third-party donee, creditor or incidental beneficiary. Nothing contained in this Amendment shall be construed as a delegation to Agent or the Purchaser of ABGL’s duty of performance, including any duties under any account or contract in which the Agent or Purchaser have a security interest or lien. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
(F) ABGL ACKNOWLEDGES THAT ITS PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR PURCHASER. ABGL HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE AGENT AND PURCHASER AND THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER TRANSACTION DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
{Signatures appear on following pages.}
IN WITNESS WHEREOF, the parties hereto have executed this Amendment.
AEMETIS BIOGAS LLC
By: /s/
Name: Eric A. McAfee
Title: Chief Executive Officer
THIRD EYE CAPITAL CORPORATION
By: /s/
Name: Arif N. Bhalwani
Title: Managing Director
PROTAIR-X TECHNOLOGIES INC.
By: /s/
Name: Michael Niklaus
Title: Chief Executive Officer
Acknowledged and agreed, specifically with respect to the obligation to provide the Guarantees and security agreements, in a form to be agreed to by the parties thereto, to be provided pursuant to the Credit Agreement, if and when required:
AEMETIS, INC.
GOODLAND ADVANCED FUELS, INC.
AEMETIS CARBON CAPTURE, INC.
AEMETIS ADVANCED PRODUCTS KEYES, INC.,
AEMETIS ADVANCED FUELS KEYES, INC.,
AEMETIS PROPERTY KEYES, INC.,
AEMETIS RIVERBANK, INC.,
AEMETIS PROPERTIES RIVERBANK, INC.,
AEMETIS ADVANCED PRODUCTS RIVERBANK, INC.,
AEMETIS HEALTH PRODUCTS, INC.,
AEMETIS INTERNATIONAL, INC.,
AEMETIS TECHNOLOGIES, INC.,
AE ADVANCED FUELS, INC.,
AEMETIS BIOFUELS, INC.,
AEMETIS AMERICAS, INC.,
AEMETIS ADVANCED FUELS, INC.,
AEMETIS FACILITY KEYES, INC.,
ENERGY ENZYMES, INC.,
AE BIOFUELS, INC.,
AEMETIS ADVANCED BIOREFINERY KEYES, INC.
By: /s/
Name: Eric A. McAfee
Title: Chief Executive Officer
Schedule “A”
Form of Credit Agreement
CREDIT AGREEMENT
January 1, 2027
FOR VALUE RECEIVED, the undersigned AEMETIS BIOGAS LLC, a Delaware limited liability company (the “Borrower”), promises to pay to the order of THIRD EYE CAPITAL CORPORATION, an Ontario Corporation, as administrative agent and collateral agent (together with its successors and assigns, the “Agent”) for and on behalf of PROTAIR-X TECHNOLOGIES INC. (including its successors and assigns, the “Lender”), at its offices or such other place as the Agent may designate in writing the amounts that may be outstanding from time to time hereunder pursuant to the term loan facility (the “Facility”), as indicated pursuant to the records of the Agent with respect to such amounts, together with interest on the amount remaining unpaid from time to time from the date of this credit agreement (“Credit Agreement”) until due and payable, at the Interest Rate (defined below), as more particularly set out in Section 3 hereto. The Lender’s obligation hereunder shall be limited to the maximum commitment equal to $117,336,029.88, to be drawn in a single advance on the date hereof. All references to “$” or “dollars” is to the lawful currency of the United States and all capitalized terms shall have the definitions indicated herein or in Section 19(h) below.
| 1. | Use of Proceeds. The Borrower shall use the proceeds of the advance made under the Facility on the date hereof to repurchase for cancellation 100% of those Series A Preferred Shares issued by the Borrower pursuant to that Series A Preferred Unit Purchase Agreement dated December 20, 2018 between the Borrower, the Lender and Third Eye Capital Corporation, as agent thereunder (as may be amended from time to time, the “PUPA”). |
| 2. | Repayments. The full outstanding principal balance of the indebtedness evidenced hereby under the Facility, together with all accrued but then unpaid and compounded interest thereon and any other sums due hereunder, shall be due and payable in full at the earlier to occur of: (i) January 1, 2028 (the “Maturity Date”), and (ii) the occurrence of an Event of Default. |
3. Interest. |
|
|
| a. | The outstanding principal under the Facility shall bear interest at a per annum rate equal to the greater of (i) the Prime Rate plus 5.0% and (ii) 12.0%, compounded daily in arrears (the “Interest Rate”). |
| b. | If an Event of Default shall have occurred, all outstanding principal of and, to the fullest extent permitted by law, all past due interest and any other past due amounts owing under the Facility shall bear interest at a rate per annum equal to the Interest Rate plus ten percent (10%) per annum (the “Default Rate”). Interest payable at the Default Rate shall be payable from time to time on demand. |
| c. | Interest shall be payable on the outstanding obligations in arrears for the preceding calendar month on the first Business Day of each calendar month. For greater certainty, interest on the unpaid principal balance shall accrue from the date hereof. |
| d. | So long as no Event of Default has occurred and is continuing, on each applicable monthly interest payment date, subject to Section 4 hereto, up to 100% of the amount of interest then owing on the Facility may be capitalized to the principal amount outstanding, at the Borrower’s option. |
| 4. | Mandatory Repayments. Within 5 days of the last day of March, June, September and December of each calendar year, the Borrower shall repay to the Facility all of that amount (if positive) which is equal to one hundred percent (100%) of Free Cash Flow (as defined below) which it or any of its subsidiaries receives during the applicable preceding calendar quarter. Mandatory repayments pursuant to this Section 4 shall be made in immediately available funds. |
| 5. | Prepayments. The Borrower may, at any time and from time to time, prepay the indebtedness in whole under the Facility without premium or penalty, but with accrued and compounded interest to the date of such prepayment on the amount prepaid. Any notice of optional prepayment is irrevocable and shall be effective only if received by the Agent by 2:00 p.m. (Toronto, Ontario time) on the date that is five (5) Business Days prior to the proposed prepayment. Any notice of optional prepayment shall specify the amount to be prepaid and the date of prepayment. |
| 6. | Record Keeping. All borrowings and all payments made on account of the principal hereof shall be endorsed by the Agent in its internal records and shall be made a part hereof, provided however that any failure to endorse such information shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms hereof. All notations on such Agent’s internal records as to borrowings and repayments made shall constitute conclusive evidence of such borrowings or repayments. |
| 7. | Increased Costs. If, due to either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements but excluding the imposition of, or any change in the rate of, any income tax payable by the Agent or any Lender) in or in the interpretation of any law or regulation or (ii) the compliance by the Agent or any Lender with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agent of funding or maintaining the loans or obligations under this Credit Agreement, then the Borrower shall from time to time, upon demand by the Agent, pay to the Agent and/or the Lenders additional amounts sufficient to indemnify the Agent and the Lenders against such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by the Agent, shall be conclusive and binding for all purposes, absent manifest error. |
| 8. | Illegality. Notwithstanding any other provision hereof, if, in the reasonable opinion of the Agent, it becomes unlawful for a Lender to make or maintain its loan hereunder, then such Lender will promptly so notify the Borrower and the other Lenders and the Borrower will promptly prepay the balance in full together with accrued interest thereon and all other amounts then due and Lenders will have no further obligation to make or maintain the loan hereunder. |
| 9. | Payments and Computations. |
| a. | The Borrower shall make each payment hereunder not later than 2:00 p.m. (Toronto, Ontario time) on the day when due to the Agent at its address referred to in Section 19(g) or at such other location as may be specified by the Agent to the Borrower, in immediately available funds without setoff, compensation, counterclaim, recoupment or other defense. Any payments received after 2:00 p.m. (Toronto time) will be considered for all purposes as having been made on the next following Business Day. |
| b. | Agent and Lenders will maintain in accordance with their usual practice one or more accounts evidencing the indebtedness of the Borrower to the Agent hereunder. Such account(s) will be prima facie evidence of the obligations recorded therein, provided that any failure by Agent to maintain any account or any error therein shall not affect the obligation of the Borrower to repay its indebtedness to the Agent in accordance with this Credit Agreement. |
| c. | Each determination of a rate of interest or fee by Agent will be conclusive evidence of such rate or fee in the absence of manifest error. Interest and fees will be calculated on the basis of a year of 365 days for the actual number of days (including the first day but excluding the last day) elapsed in the period for which such interest or fees are payable. For the purposes of disclosure pursuant to the Interest Act (Canada) and not for any other purpose, where in this Credit Agreement a rate is to be calculated on the basis of a year of 365 days, the yearly rate to which the 365-day rate is equivalent is such rate multiplied by the number of days in the year for which such calculation is made and divided by 365. |
| d. | Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest. |
| 10. | Taxes. The Borrower agrees that all payments to be made by it hereunder and the other Loan Documents shall be made without setoff, compensation or counterclaim and free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any country or by any political subdivision or taxing authority thereof or therein (“Taxes”). If any Taxes are required to be withheld from any amounts payable to the Agent hereunder, the amounts so payable to the Agent shall be increased to the extent necessary to yield to the Agent (after payment of all Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever any Tax is paid by the Borrower, as promptly as possible thereafter, the Borrower shall send the Agent an official receipt showing payment thereof, together with such additional documentary evidence as may be required from time to time by the Agent. |
| 11. | Maximum Interest Rate. Notwithstanding any other provisions hereof or any other Loan Document: (i) in no event shall the aggregate “interest” payable to Agent and Lenders hereunder or the other Loan Documents exceed the effective annual rate of interest legally permitted under any Law in any relevant jurisdiction; and (ii) if any provision of this Credit Agreement or any other Loan Document would obligate the Borrower to make any payment of interest or other amount payable to Agent and Lenders in an amount or calculated at a rate which would be prohibited by Law or would result in a receipt by Agent or any Lender of interest at a criminal rate, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by Agent or any Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (A) first, by reducing on a pro rata basis the amount or rates of interest required to be paid under Section 3 hereof, and (B) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for purposes of any Law. |
| 12. | Application of Payments. Prior to the occurrence of an Event of Default, all amounts received by the Agent or the Lenders from the Borrower in respect hereof shall be applied pro tanto to the obligations hereunder as follows: first, to pay any fees, indemnities or expense reimbursements then due to the Agent and the Lenders under the Loan Documents, until paid in full, second, to pay interest due, and third, to pay or prepay the principal amount and all outstanding obligations hereunder until paid in full. Upon the occurrence and during the continuance of an Event of Default, all amounts received by the Agent from the Borrower or any other Person shall be applied pro tanto to the obligations hereunder in such manner as the Agent shall determine in its sole discretion. |
| 13. | Representations and Warranties. The Borrower represents and warrants to the Agent as follows: |
| a. | It (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the power and authority, and the legal right, to own and operate its property and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (iv) is in compliance with all requirements of Law in all material respects. |
| b. | It has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, to consummate the transactions contemplated thereby and, as the case may be, to obtain extensions of credit hereunder. It has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extension of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents. Each Loan Document to which it is a party has been duly executed and delivered on behalf of it. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of it, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). |
| c. | The execution, delivery, and performance by it of this Agreement and the other Loan Documents to which it is a party and compliance with the terms and provisions hereof and thereof will not (i) violate or conflict with, or result in a breach of, or require any consent under (A) its constating documents, (B) any Law, or (C) any material agreement or instrument to which it is a party or by which it or any of its properties is bound or subject, or (ii) result in the creation or imposition of any lien upon any of its revenues or assets other than the liens arising under the Loan Documents. |
| d. | It is in compliance in all material respects with the Foreign Corrupt Practices Act, as amended, and rules and regulations thereunder ("FCPA"). No part of the proceeds of any advance will be used directly or indirectly for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA. |
| e. | There are no actions, suits, litigation or proceedings, at law or in equity, pending by or against it before any court, administrative agency, or arbitrator in which a likely adverse decision could reasonably be expected to have a material adverse effect. |
| f. | It has filed all federal and other material tax returns required to be filed, including all income, franchise, employment, property, and sales tax returns, and has paid all of their respective federal and other material taxes, assessments, governmental charges, and other levies that are due and payable, except to the extent such taxes are contested in good faith by proper proceedings which stay the imposition of any penalty, fine or lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof. It has no knowledge of any pending investigation by any taxing authority or of any pending unassessed tax liability (other than taxes which are not yet due and payable). |
14. | Conditions to Closing. The Lender’s obligation to provide the Facility is subject to the following conditions being satisfied to the satisfaction of the Agent: |
| a. | the Agent shall be satisfied with its tax structuring and planning with respect to the Facility and the repayment and satisfaction of the PUPA; |
| b. | delivery of original Loan Documents, each duly executed by the applicable guarantors and affiliates of the Borrower, and applicable financing statements and registrations; |
| c. | a copy of the annual budget for the current fiscal year and a copy of the annual monthly cash flow budget for each month prior to the Maturity Date (“Project Budget”); |
| d. | no Event of Default shall have occurred and be continuing or result from the execution of this Agreement and the other Loan Documents or the advance of funds hereunder; and |
| e. | the Agent and the Lender shall have received such other documents, instruments and information as reasonably requested. |
15. | Covenants. |
| 1. | So long as any of the indebtedness or obligations hereunder shall remain unpaid, the Borrower will not, directly or indirectly, without the prior written consent of the Agent, in its sole and absolute discretion: |
| a. | Liens. Create, incur, assume or suffer to exist any Lien upon any of its property (whether real, personal, tangible or intangible, whether now owned or hereafter acquired. |
| b. | Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except Permitted Indebtedness. Without the consent of the Agent, amend, modify or change any term or condition of any documentation entered into in connection with any Indebtedness (i) in any manner (i) if the effect of such amendment, modification or change is to restrict in any manner the ability of any Agent or the Lenders to exchange, extend, renew, replace or refinance, in whole or part, any indebtedness under this Agreement or any other Loan Document, or (ii) in any other manner that could be adverse to the interests, rights or remedies of the Agent or any Lender under the Loan Documents. |
| c. | Capital Stock, Dividends, Etc. (i) Declare or make any distribution or other dividend payment or distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class, (ii) issue, purchase, redeem or otherwise acquire for value any shares of any class or any warrants, rights or options to acquire any such shares, now or hereafter outstanding or (iii) make any distributions, remuneration or payment in violation of the terms of any applicable subordination terms applicable to any Permitted Indebtedness. Notwithstanding any other term of this Agreement, Borrower and its Subsidiaries shall not, without the prior written consent of the Agent, make any transfer of funds, transfer of Property, or any distributions, remuneration or payment (including any distributions) to any Person, other than payments on account of the indebtedness in accordance with the terms hereof. |
| d. | Investments. Make any Investment except Permitted Investments. |
| e. | Business, Management, Mergers, etc. (i) make any change in (A) its board of directors or managers, or (B) its capital structure, (ii) make any material change in the nature of the business presently conducted by it; (iii) make any payments on account of new retainers greater than $50,000 or establish or create any trust accounts, (iv) change its name; (v) change its jurisdiction of incorporation or its type of organization (that is, from a corporation) or otherwise amend, modify or change any of its constating documents, as in effect on the date hereof, except any such amendments, modifications or changes that either individually or in the aggregate could not reasonably be expected to have a material adverse effect; (vi) merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of or alienate (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or dissolve or liquidate or terminate its legal existence, or (vii) make any change in its accounting policies or reporting practices, except as required or permitted by GAAP, or its fiscal year. |
| f. | Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any subsidiary to (a) make dividends or distributions in respect of such subsidiaries Free Cash Flow or capital stock or equity held by, or pay any indebtedness owed to, the Borrower, (b) make loans or advances to, or other investments in the Borrower, or (c) transfer any of its assets to the Borrower, except for such encumbrances or restrictions existing under or by reason of any restrictions existing under the Loan Documents. |
| g. | Change of Control. Cause, permit or suffer, directly or indirectly, any Change of Control to occur, or incorporate or create any new subsidiaries. |
| h. | Disposition of Property. Dispose or alienate of any of its property or equity interests in its subsidiaries, whether now owned or hereafter acquired, except dispositions of inventory made in the ordinary course of its business. |
| i. | Affiliate Transactions and Intercompany Loans. Enter into any transaction with any affiliate or subsidiary or any of its directors or senior or executive officers or senior management, or enter into or assume any employment, consulting or analogous agreement or arrangement with any of its directors or senior or executive officers or senior management or make any payment to any of its directors or senior or executive officers or senior management, except in the ordinary course. |
| j. | Bank Accounts. Open any new bank account. |
| k. | Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits its ability to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, other than this Agreement and the other Loan Documents. |
| l. | Place of Business. Change the location of its respective chief executive office, principal place of business and registered office. |
| 2. | So long as any of the indebtedness or obligations hereunder shall remain unpaid, the Borrower will provide, as soon as available, and in any event within ten (10) days after the end of each calendar month, a monthly report prepared by it and reviewed by the Third Party Consultant on the progress of development of the Project and achievement of Milestones in substantially the form of Exhibit E to the PUPA and in detail reasonably satisfactory to the Agent, including: (i) Milestone schedules, Milestones met and not met and, in the case of Milestones not met, the reasons why such Milestones were not met, targeted Milestones for the next month, and targeted Milestones for the next ninety (90) days, (ii) a report as to the progress of the Project, (iii) in the event of any material deviation or variance from the Project Budget, the reason for such material deviation and such other information reasonably requested by the Agent in connection therewith; (iv) any factors or events which have had, are having or could reasonably be expected to have a material adverse effect; (v) the status of all permits, licenses, franchises, approvals, authorizations, registrations, certificates, licenses, variances and similar rights obtained, or required to be obtained for the development of the Project, including with respect to those which have not been obtained, the dates of applications submitted or to be submitted and the anticipated dates of actions by applicable Governmental Authorities with respect thereto; (vi) a reporting on the number of WCE for each of the dairies, manure collection methods and quantum of supply to each dairy covered lagoon digester, and (vii) the status of all grants (including DDRDP grants) by Governmental Authorities for the Project, including with respect to grants that have not been obtained, the dates of applications submitted or to be submitted and the anticipated dates of action by applicable Governmental Authorities with respect to such grants. |
| 16. | Events of Default. Each of the following events (each an “Event of Default”) shall constitute an Event of Default: |
| a. | the Borrower fails to make any payment when due hereunder, whether upon demand by the Agent or Lenders, or otherwise; |
| b. | the Borrower fails to comply with, to perform, or to cause to perform, any other term, obligation, covenant or condition contained herein, any Loan Document or any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Agent and/or Lender and the Borrower; |
| c. | any warranty, representation or statement made or furnished to Agent and/or Lender by Borrower or on Borrower’s behalf hereunder or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter; |
| d. | the Borrower or any of its affiliates or subsidiaries defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favour of any other creditor or person that may materially affect any of Borrower’s property or the Borrower’s ability to repay this Credit Agreement or perform Borrower’s obligations hereunder or any of the related documents; |
| e. | the Borrower (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding up, administration, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any applicable law relating to bankruptcy, insolvency, reorganization or relief of debtors including any proceeding under applicable corporate law seeking a compromise or arrangement of, or stay of proceedings to enforce, some or all of the debts of such person, or (z) the entry of an order for relief or the appointment of a receiver, receiver-manager, administrator, custodian, monitor, trustee or other similar official for it or for any substantial part of its assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of 30 days, such person fails to diligently and actively oppose such proceeding, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, receiver-manager, administrator, custodian, monitor, trustee or other similar official for it or for any substantial part of its properties and assets) occurs, or (iv) takes any corporate action to authorize any of the above actions; or |
| f. | a material adverse change occurs in Borrower’s financial condition, or Agent and/or Lender believes the prospect of payment or performance of the obligations under this Credit Agreement is impaired. |
| 17. | Remedies. If any Event of Default shall have occurred and be continuing, then, and in any such event, the Agent may, without notice to the Borrower, declare all outstanding principal (and all accrued and unpaid interest thereon) and all other amounts owing hereunder and under the other Loan Documents to be forthwith due and payable, whereupon all outstanding principal hereof, all such accrued and unpaid interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the case of any event described in Section 16(e), all outstanding principal hereof, all accrued and unpaid interest thereon and all other amounts owing hereunder and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or any notice of any kind, all of which are hereby expressly waived by the Borrower. |
| 18. | Costs and Expenses. The Borrower agrees to pay the Agent all normal and customary fees, charges and expenses relating to the establishment and operation of this Credit Agreement and the Loan Documents and for services that may be provided to the Borrower by the Agent or Lender, including, but not limited to, debit fees, over-advance fees and wire transfer fees. The Borrower also agrees to reimburse the Agent, prior to and during the term hereof, for all reasonable out-of-pocket expenses incurred by the Agent or Lender in connection with the Loan Documents, including, but not limited to, filing fees, lien and judgment search fees, due diligence and collateral exam and inspection expenses, travel expenses, fees of outside auditors, bank fees, outside attorneys’ fees, fees of appraisers and any other reasonable fees or expenses. The Borrower hereby agrees to indemnify the Agent and Lender forthwith upon demand therefor in respect of all such costs and expenses. |
| 19. | Security. The Borrower and any other obligor under any Loan Document have granted or agreed to grant to the Agent (including, as may be applicable, for itself and/or in its capacity as administrative agent, collateral agent and representative for itself and other creditors), security interests, assignments or other interests as collateral security for the indebtedness hereunder, all of which secure the obligations owing hereunder. Each Lender irrevocably appoints the Agent to act on its behalf as administrative agent and collateral agent and, to the extent necessary, ratifies such appointment, and designates and authorizes the Agent as its attorney to take such actions on its behalf under the provisions of the Loan Documents and any ancillary document or security therefore and to exercise such powers and perform such duties as have been or may be delegated to the Agent. |
| 20. | Miscellaneous. |
| a. | Waiver of Notice. The Borrower waives presentment, protest, notice of dishonour, days of grace and the right of set-off. The failure of the Agent to exercise any rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. |
| b. | Waiver and Amendment. Any provision of this Credit Agreement may be waived, amended or modified only upon the written consent of both the Borrower and Agent. |
| c. | Restriction on Transfer. This Credit Agreement may only be transferred in compliance with applicable provincial and federal laws. All rights and obligations of the Borrower and Agent shall be binding upon and benefit the successors, assigns, heirs, and administrators of the parties. |
| d. | No Assignment. This Credit Agreement or the rights or obligations hereunder may be transferred or assigned by the Agent or any Lender, provided that, unless a Default has occurred and is continuing, the Agent or applicable Lender shall be obliged to give the Borrower written notice of such transfer. The Borrower may not transfer or assign all or any part of its obligations hereunder without the prior written consent of Agent. |
| e. | Governing Law and Attornment. This Credit Agreement shall be governed by and interpreted in accordance with the laws of the State of New York (without regard to the conflict of laws principles thereof). Without prejudice to the ability of the Agent to enforce this Credit Agreement in any other proper jurisdiction, the Borrower hereby irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of the State of New York in connection herewith. |
| f. | Severability. If any of the provisions of this Credit Agreement is held invalid, such invalidity shall not affect the other provisions hereof that can be given effect without the invalid provision, and to this end the provisions hereof are intended to be and shall be deemed severable. |
| g. | Notices. All notices and other communications given to or made upon any party hereto shall, except as otherwise expressly herein provided, be in writing and mailed via certified mail, faxed or delivered to the respective parties in accordance with any subsequent written direction from the recipient party to the sending party delivered in accordance with this Section, or at such parties last known address or email or fax number. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon (i) delivery if delivered by hand; (ii) the third (3rd) Business Day after the date sent, in the case of certified mail; (iii) receipt, in the case of a fax or email. |
| h. | Definitions. The following terms shall have the meanings set forth below. |
“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in Toronto, Ontario are closed.
“Change of Control” means any situation or event by which Aemetis, Inc. (or its affiliate) is not the legal and beneficial holder, directly or indirectly, of 100% of the capital stock and equity interests (inc. warrants or options or convertible instruments) of the Borrower.
“Free Cash Flow” means, for any period, for the Borrower and each subsidiary, the sum of Operating Cash Flow plus (i) California Department of Food and Agriculture Dairy Digester Research and Development Program, California Department of Food and Agriculture, or any such alternative government grants; plus (ii) proceeds from any debt or equity financings or sales of Inflation Reduction Act credits; less (iii) interest or mandatory payments under Permitted Indebtedness (including hereunder which the Borrower pays in cash), less (iv) a working capital reserve of $1,000,000, in each case calculated for such period in accordance with GAAP.
“GAAP” means United States generally accepted accounting principles in effect from time to time.
“Governmental Authority” means any nation or government, any state, province, territory or other political subdivision thereof (whether federal, state, local or otherwise), any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies), any securities exchange and any self-regulatory organization.
“Indebtedness” means all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreement or other similar instruments, letters of credit, bankers’ acceptances, guaranties, sureties and similar instruments, deferred purchase price arrangements (other than trade accounts in the ordinary course), capitalized amounts under capital leases, obligations under conditional sales agreements or other title retention agreements.
“Investment” means any beneficial ownership interest in any Person (including stock, partnership interest or other securities or other equity interests), and any loan, advance or capital contribution to any Person, or the acquisition of all or substantially all of the assets or properties of another Person.
“Law” any law, treaty, rule or regulation or determination of an arbitrator or a court of competent jurisdiction or Governmental Authority, in each case applicable to the applicable Person.
“Lien” means: (a) any mortgage, deed to secure debt, deed of trust, lien, hypothec, pledge, charge, lease constituting a capital lease obligation, conditional sale or other title retention agreement (or other lease having a substantially similar economic effect), or other security interest, hypothec, privilege, priority, security title, deposit arrangement or encumbrance of any kind in respect of any property of such Person, or upon the income or profits therefrom, (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person, (c) the filing of, or any agreement to give, any financing statement, publication or registration (or any of its equivalent in any jurisdiction) in respect of any of the foregoing (including any such precautionary filings), and (d) any other lien, charge, privilege, secured claim, title retention, garnishment right, deemed trust, encumbrance, hypothec, servitude, right-of-way, easement, privilege, priority or other right affecting Property, choate or inchoate, arising by any statute, act of law of any jurisdiction at common law or in equity or by agreement.
“Loan Document” means this Credit Agreement all other documents, instruments and agreements executed and delivered pursuant to or in connection with this Credit Agreement, (including without limitation certificates, guarantees, mortgages, security or collateral agreements) together with any and all extensions, renewals, amendments and modifications of any of the foregoing.
“Milestones” means the activities to be performed by the Borrower and its subsidiaries in relation to the Project, including the delivery of equipment, construction of the Project, entering into contracts with dairy farms for manure supply, biogas collection and discharge of effluents, obtaining pipeline rights of way, application and receipt of government grants from the State of California, the application for and receipt of permits, and budgets and time frames for all such activities.
“Operating Cash Flow” means for any period the sum of (i) all revenues of the Borrower and its subsidiaries, including revenues from the sale of natural gas production, sales of Low Carbon Fuel Standard (LCFS) credits, and sales of Renewable Identification Number (RIN) credits; less (ii) all operating costs, operating and maintenance fees, insurance costs, engineering and construction bonuses, taxes, in each case of the Borrower and its subsidiaries, and calculated for such period in accordance with GAAP.
“Permitted Indebtedness” means: (a) Borrower’s Indebtedness under this Agreement and the other Loan Documents; (b) Indebtedness existing on the date hereof owing to Greater Commercial Lending; (c) unsecured Indebtedness to trade creditors incurred in the ordinary course of business, except for trade payables overdue by more than 120 days; (d) Indebtedness by a subsidiary of the Borrower to the Borrower; (e) Indebtedness incurred in the ordinary course of business under performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations or in respect of worker’s compensation claims, and reimbursement obligations in respect of any of the foregoing;.
“Permitted Investments” means: (a) Investments consisting of deposit accounts in which the Agent has a perfected security interest; (b) Investments by Borrower in Subsidiaries not to exceed $250,000 in the aggregate in any fiscal year Borrower; (c) Investments, in an aggregate amount not to exceed $250,000 in any fiscal year, consisting of travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business; (d) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (e) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates, in the ordinary course of business, (f) Investments consisting of amounts receivable and credit extensions by a Borrower to a subsidiary, (g) Investments consisting of the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and (h) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed $500,000 in the aggregate in any fiscal year.
“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
"Prime Rate” means that rate of interest reported daily in the Wall Street Journal (or any successor publication) as the Prime Rate, as such rate may vary from time to time; provided that if such rate of interest becomes unavailable for any reason as determined by the Agent, such other rate of interest publicly announced by a reputable global bank in New York as its Prime Rate.
“Project” means the development, construction, completion and operation by the Borrower and its subsidiaries of a cluster of dairy covered lagoon digesters, H2S conditioning skids and related biogas pipelines, centralized HUB gas-cleanup and compression to RNG, any temporary boiler equipment, utility pipeline injection units, electricity conversion systems and RNG dispensing facilities to collect biogas from manure ponds located in California, which will be purified and compressed into utility-grade renewable natural gas and/or converted into other products for use Aemetis Inc.’s ethanol facility located in Keyes, California and for sale to transport fleets and utilities.
“property” means any interest in any kind of property or asset, whether real, personal or mixed, movable or immovable, tangible or intangible, including cash, securities, accounts and contract rights.
“Third Party Consultant” means Biogas Engineering Inc. or an equivalent partner providing similar guidance with respect to the Project.
“WCE” means a lactating dairy cow excreting Volatile Solids (VS) of 7.76kgs/day, with dry cows and heifers each considered approximately 0.5 times WCE.
i. | Further Assurances. The Borrower shall, as reasonably requested by the Agent, from time to time promptly execute and deliver further documents and take further action reasonably necessary or appropriate to give effect to the provisions and intent of this Credit Agreement. |
[Signature Pages follows]
IN WITNESS WHEREOF, the Borrower has duly executed this Credit Agreement.
AEMETIS BIOGAS LLC,
as Borrower[1]
By: _______________________________
Name: Eric McAfee
Title: President
[1] Applicable Guarantors to be added at time of execution
(Agent and Lender Signature Pages follow)
ACKNOWLEDGED AND AGREED:
THIRD EYE CAPITAL CORPORATION
as Agent
Per: _________________________
Name: Arif N. Bhalwani
Title: Managing Director
PROTAIR-X TECHNOLOGIES INC., as Lender
Per: _________________________
Name: Michael Niklaus
Title: Chief Executive Officer
EXHIBIT 31.1
CERTIFICATIONS
I, Eric A. McAfee, certify that:
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2026, of Aemetis, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 5, 2026
| By: | /s/ Eric A. McAfee |
|
| Eric A. McAfee Chair of the Board and Chief Executive Officer |
|
EXHIBIT 31.2
CERTIFICATIONS
I, Todd Waltz, certify that:
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2026, of Aemetis, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 5, 2026
| By: | /s/ Todd Waltz |
|
| Todd Waltz Executive Vice President and Chief Financial Officer |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aemetis, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric A. McAfee, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Eric A. McAfee |
|
| Eric A. McAfee Chair of the Board and Chief Executive Officer |
|
Date: November 5, 2026
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aemetis, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Todd Waltz, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Todd Waltz |
|
| Todd Waltz Executive Vice President and Chief Financial Officer |
|
Date: November 5, 2026