SCHEDULE 14C INFORMATION
 
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
 
Check the appropriate box:
   
þ   Preliminary Information Statement
¨   Confidential, For Use of the Commission only
o   Definitive Information Statement
(as permitted by Rule 14c-5(d)(2))
   
AE BIOFUELS, INC.
(Name of Registrant as Specified in Its Charter)
 
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¨    Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 
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(2)  Aggregate number of securities to which transaction applies:
 
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(4)  Proposed maximum aggregate value of transaction:
 
(5)  Total fee paid:
 
 
¨    Fee paid previously with preliminary materials:
 
¨    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
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AE BIOFUELS, INC.
20400 Stevens Creek Blvd., Suite 700
Cupertino, California 95014
(408) 213-0940
 
INFORMATION STATEMENT
 
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
 
This Information Statement is first being delivered on or about October 21, 2011 to the holders of record of the outstanding common stock, $0.001 par value per share (the “Common Stock”) and the outstanding Series B Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”) of AE Biofuels, Inc., a Nevada corporation (the “Company”), as of the close of business on October 11, 2011 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This Information Statement relates to a written consent in lieu of a meeting, dated October 6, 2011, (the “Written Consent”) of stockholders of the Company owning at least a majority of the outstanding votes of Common Stock and the Series B Preferred Stock of the Company as of the Record Date (the “Majority Stockholders”).  Except as otherwise indicated by the context, references in this Information Statement to “Company,” “we,” “us,” or “our” are references to AE Biofuels, Inc.
 
The Written Consent approved a change in the name of the Company from AE Biofuels, Inc. to Aemetis, Inc. (the “Name Change”)
 
The Written Consent constitutes the consent of a majority of the combined total number of shares of outstanding Common Stock and the Series B Preferred Stock on an as converted basis, and is sufficient under the Nevada Revised Statutes, or NRS, and the Company’s Articles of Incorporation and Bylaws to approve the Name Change.  Accordingly, the Name Change is not presently being submitted to the Company’s other stockholders for a vote.  The Name Change will become effective upon the effectiveness of the Certificate of Amendment filed with the Nevada Secretary of State which shall occur on or about November 10, 2011.
 
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
 
October 11, 2011
By Order of the Board of Directors
 
     
  /s/ Eric A. McAfee    
 
Chief Executive Officer and Chairman
 


 
 
 
 
 
AE BIOFUELS, INC.
20400 Stevens Creek Blvd., Suite 700
Cupertino, California 95014
(408) 213-0940

GENERAL INFORMATION
 
We are relying on SEC rules and interpretive guidance that allow companies to furnish Information Statements to shareholders via the Internet. We will send a Notice of Internet Availability of Information Statement (the “Notice”) on or about October 21, 2011 to the holders of record of the outstanding Common Stock and the outstanding Series B Preferred Stock of the Company, as of the Record Date, pursuant to Rule 14c-2 promulgated under the Exchange Act.  This Information Statement relates to the Written Consent of the Majority Stockholders. The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward the Notice to the beneficial owners of the Voting Stock held of record by them.
 
Only one copy of this Notice is being delivered to two or more stockholders who share an address unless we have received contrary instruction from one or more of such stockholders. We will promptly deliver, upon written or oral request, a separate copy of the Notice to any security holder at a shared address to which a single copy of the document was delivered.  If in the future you would like to receive separate copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct us by writing to the corporate secretary at the Company’s executive offices at the address specified above.
 
Pursuant to Rule 14c-2 under the Exchange Act, this corporate action will not be effective until at least twenty (20) calendar days after the mailing of this Information Statement to the shareholders of record.
 
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE APPROVAL OF THE COMPANY’S NAME CHANGE.
 
AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
 
Under the NRS and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted to consent to such action in writing.  The approval of the Name Change requires the affirmative vote or written consent of the combined majority of the issued and outstanding shares of Common Stock and the Series B Preferred Stock, on an as-converted basis.
 
The holders of outstanding shares of our Common Stock and our Series B Preferred Stock vote as a single class, with the outstanding shares of Series B Preferred Stock voting on an as-converted basis.  Each share of Common Stock and Series B Preferred Stock entitle the holder to one vote per share.  On the record date we had outstanding 129,463,498 shares of Common Stock and 3,115,225 shares of Series B Preferred Stock.
 
On September 1, 2011, our board of directors (the “Board of Directors”) unanimously adopted resolutions approving the Name Change and recommended that our stockholders ratify the Name Change.  In connection with the adoption of these resolutions, the Board of Directors elected to seek the written consent of the holders of a majority of our outstanding stock in order to reduce associated costs and implement the proposals in a timely manner.  Our Board of Directors believes that the Name Change will better reflect the current operations conducted by the Company.
 
 
 
 
 
 
CONSENTING STOCKHOLDERS
 
On October 6, 2011, nine (9) shareholders, being the record holders of 71,986,301 shares or 54% of our outstanding Common Stock and Series B Preferred Stock voting as a single class on an as-converted basis approved the Name Change.
 
Accordingly, the Company has obtained all necessary corporate approvals in connection with the adoption of the Name Change.  The Company is not seeking written consent from any other stockholders, and the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement.  All necessary corporate approvals have been obtained.  This Information Statement is furnished solely for the purposes of advising stockholders of the action taken by written consent and giving stockholders notice of such actions taken as required by the Exchange Act.
 
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
 
Our authorized capital currently consists of 400,000,000 shares of Common Stock and 65,000,000 shares of preferred stock, $0.001 par value per share, of which 7,235,565 shares are designated as Series B Preferred Stock.  Each share of Common Stock and Series B Preferred Stock entitles its record holder to one (1) vote per share.  Holders of our Common and Series B Preferred Stock do not have cumulative voting, conversion, redemption rights or preemptive rights to acquire additional shares.  The Board of Directors is authorized, subject to limits imposed by relevant Nevada laws, to issue shares of Preferred Stock in one or more classes or series within a class upon authority of the Board of Directors without further stockholder approval.  Our Common Stock and our Series B Preferred Stock, which series of preferred stock votes on an as-converted basis into common stock, votes with the holders of our Common Stock as a single class on all matters, except as otherwise required by law.
 
At the close of business on the Record Date, we had 129,463,498 shares of Common Stock issued and outstanding and 3,115,225 shares of Series B Preferred Stock issued and outstanding.
 
CHANGE IN OUR CORPORATE NAME
FROM AE BIOFUELS, INC. TO AEMETIS, INC.
 
On September 1, 2011, our Board of Directors adopted resolutions, subject to stockholder approval, to change the Company’s Name from AE Biofuels, Inc. to Aemetis, Inc.  The Name Change will become effective 20 days after the date of mailing of this Information Statement or approximately November 10, 2011.
 
The Board of Directors of the Company believes that a name change to Aemetis, Inc. better reflects the business direction of the Company.
 
 
 
 
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
 
The following table sets forth information as of October 11, 2011, regarding the beneficial ownership of each class of our voting stock, including (a) each stockholder who is known by the Company to own beneficially in excess of 5% of each class of our voting stock; (b) each director; (c) the Company’s named executive officers; and (d) the Company’s named executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 129,463,498 shares of common stock outstanding as of October 11, 2011. The percentage of beneficial ownership of Series B preferred stock is based upon 3,115,225 shares of Series B preferred stock outstanding as of October 11, 2011. Unless otherwise identified, the address of the directors and officers of the Company is 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014.
 
   
Common Stock
   
Series B Preferred Stock
 
Name and Address
 
Amount and
Nature of Beneficial
Ownership
   
Percentage
of Class
   
Amount and
 Nature of
Beneficial Ownership
   
Percentage
of Class
 
Officers & Directors
                       
Eric A. McAfee (1)
    31,117,241       24.04 %            
John R. Block (2)
    421,549       *              
Steven Hutcheson (3)
    2,052,569       1.66 %             
Michael L. Peterson (4)
    1,032,782       *              
Harold Sorgenti (5)
    421,549       *              
Andrew Foster (6)
    1,099,109       *              
Sanjeev Gupta (7)
    944,765       *              
Todd Waltz (8)     1,026,318       *              
All officers and directors as a group (8 Persons)
    38,115,882       28.72 %            
                             
5% or more Holders
                           
                             
Laird Cagan (9)     22,224,829       17.17 %            
20400 Stevens Creek Blvd., Suite 700
                           
Cupertino, CA 95014
                           
                             
Telecom Investment Holding Limited.
    8,100,000       6.26 %            
655 Old Redwood Hwy, #395
                           
Mill Valley, CA  94941
                           
                             
Michael C Brown Trust dated June 30, 2000
                    599,999       19.26 %
34 Meadowview Drive
                               
Northfield, IL  60093
                               
                                 
Mahesh Pawani
                    400,000       12.84 %
Villa No. 6, Street 29, Community 317, Al Mankhool,
                               
Dubai, United Arab Emirates
                               
                                 
Frederick WB Vogel
                    408,332       13.11 %
1660 N. La Salle Drive, Apt 2411
                               
Chicago, IL  60614
                               
                                 
Fred Mancheski
                    300,000       9.63 %
1060 Vegas Valley Dr
                               
Las Vegas, NV  89109
                               
                                 
David J. Lies
                    200,000       6.42 %
1210 Sheridan Road
                               
Wilmette, IL 60091
                               
                                 
Crestview Capital, LLC
                    166,667       5.35 %
95 Revere Dr., Ste A
                               
Northbrook, IL 60062
                               
 
 
______________
 
*Less than 1%
 
(1)  
Includes (i) 30,317,241 shares held by McAfee Capital, LLC, a company 100% owned by Mr. McAfee; and (ii) 800,000 shares owned byP2 Capital, LLC, a company owned by Mr. McAfee's wife and children.
 
(2)  
Includes 421,549 shares issuable pursuant to options and warrants exercisable within 60 days of October 11, 2011.
 
(3)  
Includes 100,000 shares issuable pursuant to options and warrants exercisable within 60 days of October 11, 2011.
 
(4)  
Address: 17 Canary Court, Danville, California 94526.  Includes 583,818 shares held by the Michael L Peterson and Shelly P. Peterson Family Trust dtd 8/16/00, and 421,549 shares issuable to Mr. Peterson pursuant to options exercisable within 60 days of October 11, 2011.
 
(5)  
Includes 421,549 shares issuable pursuant to options and warrants exercisable within 60 days of October 11, 2011.
 
(6)  
Includes (i) 200,000 shares held by the Andrew B. Foster and Catherine H. Foster Trust; and (ii) 899,109 shares issuable pursuant to options and warrants exercisable within 60 days of October 11, 2011.
 
(7)  
Includes 723,932 shares issuable pursuant to options and warrants exercisable within 60 days of October 11, 2011.
 
(8)  
Includes 1,026,318 shares issuable pursuant to options and warrants exercisable within 60 days of October 11, 2011.
 
(9)  
Includes (i) 18,366,760 shares held by Cagan Capital, LLC, a company owned by Mr. Cagan; (ii) 2,000,000 shares held by The Laird Q Cagan 2011 Grantor Retained Annuity Trust; (iii) 400,000 shares owned by the KRC Trust and 400,000 owned by the KQC Trust, trusts for Mr. Cagan's daughters for which Mr. Cagan is trustee and (iv) 1,058,069 held by Mr. Cagan individually.
 
 
 
 
 

ADDITIONAL INFORMATION
 
We file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
 
APPENDICES
 
The following documents are appended to this information statement:
 
Appendix A.  Certificate of Amendment
 
 
 
 
 
 
 
 
Appendix A.