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Nevada
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26-1407544
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated
filer
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☐
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Accelerated filer
☐
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Non-accelerated
filer
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☐ (Do not
check if a smaller reporting company)
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Smaller reporting
company ☑
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Page
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PART I
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Special Note Regarding Forward-Looking Statements
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3
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Item 1. Business
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3
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Item 1A. Risk Factors
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11
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Item 2. Properties
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22
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Item 3. Legal Proceedings
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22
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Item 4. Mine Safety Disclosures
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22
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PART II
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Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
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23
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Item 6. Selected Financial Data
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24
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Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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24
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Item 8. Financial Statements and Supplementary Data
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33
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Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
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33
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Item 9A. Controls and Procedures
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33
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Item 9B. Other Information
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35
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PART III
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35.
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Item 10. Directors, Executive Officers and Corporate
Governance
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35
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Item 11. Executive Compensation
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35
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Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
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35
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Item 13. Certain Relationships and Related Transactions, and
Director Independence
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35
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Item 14. Principal Accounting Fees and Services
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35
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PART IV
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Item 15. Exhibits and Financial Statement Schedules
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36
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Index to Financial Statements
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42
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Signatures
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72
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2016
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2015
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%
Change
|
Ethanol
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|
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Gallons Sold (in
thousands)
|
55,641
|
55,787
|
-0.3
%
|
Average Sales
Price/Gallon
|
$
1.78
|
$
1.74
|
2.3
%
|
WDG
|
|
|
|
Tons Sold (in
thousands)
|
372
|
360
|
3.3
%
|
Average Sales
Price/Ton
|
$
70.61
|
$
79.68
|
-11.4
%
|
|
2016
|
2015
|
%
Change
|
Biodiesel
|
|
|
|
Tons sold
(1)
|
16,080
|
19,523
|
-18
%
|
Average Sales
Price/Ton
|
$
739
|
$
724
|
2
%
|
Refined
Glycerin
|
|
|
|
Tons sold
|
4,413
|
4,653
|
-5
%
|
Average Sales
Price/Ton
|
$
582
|
$
668
|
-13
%
|
Renewable Fuel
Volume Requirements for 2014-2018
|
|||||
Year
|
2014
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2015
|
2016
|
2017
|
2018
|
Cellulosic biofuel
(million gallons)
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33
|
123
|
230
|
311
|
n/a
|
Biomass-based
diesel (billion gallons)
|
1.63
|
1.73
|
1.9
|
2.0
|
2.1
|
Advanced biofuel
(billion gallons)
|
2.67
|
2.88
|
3.61
|
4.28
|
n/a
|
Renewable fuel
(billion gallons)
|
16.28
|
16.93
|
18.11
|
19.28
|
n/a
|
●
|
|
fluctuations in the
market prices of ethanol and its co-products including WDG and corn
oil;
|
●
|
|
the cost of key
inputs to the production of ethanol, including corn and natural
gas;
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●
|
|
the volume and
timing of the receipt of orders for ethanol from major
customers;
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●
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competitive pricing
pressures;
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●
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|
our ability to
produce, sell and deliver ethanol on a cost-effective and timely
basis;
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●
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|
the announcement,
introduction and market acceptance of one or more alternatives to
ethanol;
|
●
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losses resulting
from adjustments to the fair values of our outstanding warrants to
purchase our common stock;
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●
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changes in market
valuations of companies similar to us;
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●
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stock market price
and volume fluctuations generally;
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●
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regulatory
developments or increased enforcement;
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●
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fluctuations in our
quarterly or annual operating results;
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●
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additions or
departures of key personnel;
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●
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our inability to
obtain financing; and
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●
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our financing
activities and future sales of our common stock or other
securities.
|
Quarter Ending
|
High
|
Low
|
2016
|
|
|
December
31,
|
$
1.98
|
$
1.09
|
September
30,
|
$
2.31
|
$
1.01
|
June
30,
|
$
2.94
|
$
1.70
|
March
31,
|
$
2.83
|
$
1.51
|
2015
|
|
|
December
31,
|
$
3.05
|
$
1.80
|
September
30,
|
$
3.89
|
$
2.35
|
June
30,
|
$
5.05
|
$
3.60
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March
31,
|
$
6.18
|
$
3.39
|
|
2016
|
2015
|
Inc/(dec)
|
%
change
|
|
|
|
|
|
North
America
|
$
128,706
|
$
129,408
|
$
(702
)
|
-1
%
|
India
|
14,452
|
17,241
|
(2,789
)
|
-16
%
|
|
|
|
|
|
Total
|
$
143,158
|
$
146,649
|
$
(3,491
)
|
-2
%
|
|
2016
|
2015
|
Inc/(dec)
|
%
change
|
|
|
|
|
|
North
America
|
$
117,040
|
$
126,290
|
$
(9,250
)
|
-7
%
|
India
|
14,519
|
16,160
|
(1,641
)
|
-10
%
|
|
|
|
|
|
Total
|
$
131,559
|
$
142,450
|
$
(10,891
)
|
-8
%
|
|
2016
|
2015
|
Inc/(dec)
|
%
change
|
|
|
|
|
|
North
America
|
$
11,666
|
$
3,118
|
$
8,548
|
274
%
|
India
|
(67
)
|
1,081
|
(1,148
)
|
-106
%
|
|
|
|
|
|
Total
|
$
11,599
|
$
4,199
|
$
7,400
|
176
%
|
|
2016
|
2015
|
Inc/(dec)
|
%
change
|
|
|
|
|
|
North
America
|
$
369
|
$
447
|
$
(78
)
|
-17
%
|
India
|
-
|
-
|
-
|
0
%
|
|
|
|
|
|
Total
|
$
369
|
$
447
|
$
(78
)
|
-17
%
|
|
2016
|
2015
|
Inc/(dec)
|
%
change
|
|
|
|
|
|
North
America
|
$
10,912
|
$
11,162
|
$
(250
)
|
-2
%
|
India
|
1,099
|
1,199
|
(100
)
|
-8
%
|
|
|
|
|
|
Total
|
$
12,011
|
$
12,361
|
$
(350
)
|
-3
%
|
|
2016
|
2015
|
Inc/(dec)
|
%
change
|
North
America
|
|
|
|
|
Interest rate
expense
|
$
11,234
|
$
9,308
|
$
1,926
|
21
%
|
Amortization
expense
|
5,723
|
6,715
|
(992
)
|
-15
%
|
Loss on debt
extinguishment
|
-
|
330
|
(330
)
|
-100
%
|
Loss on impairment
of goodwill and intangible assets
|
-
|
1,044
|
(1,044
)
|
100
%
|
Other (income)
expense
|
(254
)
|
349
|
(603
)
|
-173
%
|
|
|
|
|
|
India
|
|
|
|
|
Interest rate
expense
|
259
|
856
|
(597
)
|
-70
%
|
Gain on debt
extinguishment
|
(2,033
)
|
-
|
(2,033
)
|
-100
%
|
Other
(income)
|
(80
)
|
(79
)
|
(1
)
|
-1
%
|
|
|
|
|
|
Total
|
$
14,849
|
$
18,523
|
$
(3,674
)
|
-20
%
|
|
December
31,
2016
|
December
31,
2015
|
Cash and cash
equivalents
|
$
1,486
|
$
283
|
Current assets
(including cash, cash equivalents, and deposits)
|
7,045
|
8,002
|
Current and long
term liabilities (excluding all debt)
|
15,909
|
15,296
|
Current & long
term debt
|
111,714
|
100,895
|
10.14
|
Form of 5%
Subordinated Note
|
8-K
|
000-51354
|
10.2
|
Jan. 1,
2012
|
|
|
10.15
|
Form of Common
Stock Warrant
|
8-K
|
000-51354
|
10.3
|
Jan. 1,
2012
|
|
|
10.16
|
Amendment No. 6 to
Note Purchase Agreement dated April 13, 2012 among Aemetis Advanced
Fuels Keyes, Inc., Third Eye Capital Corporation, as agent, and the
Purchasers
|
8-K
|
000-51354
|
10.1
|
Apr. 19,
2012
|
|
|
10.17
|
Limited Waiver to
Note Purchase Agreement dated March 31, 2012 among Aemetis Advanced
Fuels Keyes, Inc., and Third Eye Capital Corporation, an Ontario
corporation, as agent
|
8-K
|
000-51354
|
10.1
|
Apr. 19,
2012
|
|
|
10.18
|
Limited Waiver to
Note and Warrant Purchase Agreement dated March 31, 2012 among
Aemetis, Inc., Third Eye Capital Corporation, an Ontario
corporation, as agent, and the Purchasers
|
8-K
|
000-51354
|
10.1
|
Apr. 19,
2012
|
|
|
10.19
|
Amendment No. 7 to
Note Purchase Agreement dated May 15, 2012 among Aemetis Advanced
Fuels Keyes, Inc., Third Eye Capital Corporation, as agent, and the
Purchasers
|
8-K
|
000-51354
|
10.1
|
May 22,
2012
|
|
|
10.20
|
Form of Note and
Warrant Purchase Agreement
|
8-K
|
000-51354
|
10.1
|
Jun. 6,
2012
|
|
|
10.21
|
Form of 5%
Subordinated Note
|
8-K
|
000-51354
|
10.1
|
Jun. 6,
2012
|
|
|
10.22
|
Form of Common
Stock Warrant
|
8-K
|
000-51354
|
10.1
|
Jun. 6,
2012
|
|
|
10.23
|
Note and Warrant
Purchase Agreement dated June 21, 2012 among Third Eye Capital
Corporation, Aemetis Advanced Fuels Keyes, Inc., and Aemetis,
Inc.
|
8-K
|
000-51354
|
10.1
|
Jun. 28,
2012
|
|
|
10.24
|
5% Subordinated
Promissory Note dated June 21, 2012 among Third Eye Capital
Corporation, Aemetis Advanced Fuels Keyes, Inc., and Aemetis,
Inc.
|
8-K
|
000-51354
|
10.2
|
Jun. 28,
2012
|
|
|
10.25
|
Form of Warrant to
Purchase Common Stock
|
8-K
|
000-51354
|
10.3
|
Jun. 28,
2012
|
|
|
10.26
|
Note Purchase
Agreement dated June 27, 2012 among Third Eye Capital Corporation,
Aemetis Advanced Fuels Keyes, Inc., and Aemetis, Inc.
|
8-K
|
000-51354
|
10.1
|
July 3,
2012
|
|
|
10.27
|
15% Subordinated
Promissory Note dated June 27, 2012 among Third Eye Capital
Corporation, Aemetis Advanced Fuels Keyes, Inc., and Aemetis,
Inc.
|
8-K
|
000-51354
|
10.2
|
July 3,
2012
|
|
|
10.28
|
Agreement and Plan
of Merger, dated July 6, 2012, among Aemetis, Inc., AE Advanced
Fuels, Inc., Keyes Facility Acquisition Corp., and Cilion,
Inc.
|
8-K
|
000-51354
|
2.1
|
July 10,
2012
|
|
|
10.29
|
Stockholders’
Agreement dated July 6, 2012, among Aemetis, Inc., and Western
Milling Investors, LLC, as Security holders’
Representative.
|
8-K
|
000-51354
|
10.1
|
July 10,
2012
|
|
|
10.30
|
Amended and
Restated Note Purchase Agreement, dated July 6, 2012 among Aemetis
Advanced Fuels Keyes, Inc., Keyes Facility Acquisition Corp.,
Aemetis, Inc., Third Eye Capital Corporation, as Administrative
Agent, and the Note holders
|
8-K
|
000-51354
|
10.2
|
July 10,
2012
|
|
|
10.31
|
Amended and
Restated Guaranty, dated July 6, 2012 among Aemetis, Inc., certain
subsidiaries of Aemetis and Third Eye Capital Corporation, as
Agent.
|
8-K
|
000-51354
|
10.3
|
July 10,
2012
|
|
|
10.32
|
Amended and
Restated Security Agreement, dated July 6, 2012 among Aemetis,
Inc., certain subsidiaries of Aemetis and Third Eye Capital
Corporation, as Agent.
|
8-K
|
000-51354
|
10.4
|
July 10,
2012
|
|
|
10.33
|
Investors’
Rights Agreement dated July 6, 2012, by and among Aemetis, Inc.,
and the investors listed on Schedule A thereto.
|
8-K
|
000-51354
|
10.5
|
July 10,
2012
|
|
|
10.34
|
Technology License
Agreement dated August 9, 2012 between Chevron Lummus Global LLC
and Aemetis Advanced Fuels, Inc.
|
8-K
|
000-51354
|
10.1
|
Aug. 22,
2012
|
|
10.35
|
Corn Procurement
and Working Capital Agreement dated March 9, 2011 between J.D.
Heiskell Holdings LLC and Aemetis Advanced Fuels Keyes,
Inc.*
|
10-K
|
000-51354
|
10.64
|
Oct. 31,
2012
|
|
|
10.36
|
Purchasing
Agreement dated March 9, 2011 between J.D. Heiskell Holdings LLC
and Aemetis Advanced Fuels Keyes, Inc.*
|
10-K
|
000-51354
|
10.65
|
Oct. 31,
2012
|
|
|
10.37
|
WDG Purchase and
Sale Agreement dated March 23, 2011 between A.L. Gilbert Company
and Aemetis Advanced Fuels Keyes, Inc.
|
10-K
|
000-51354
|
10.66
|
Oct. 31,
2012
|
|
|
10.38
|
Keyes Corn
Handling Agreement dated March 23, 2011 among A. L. Gilbert
Company, AE Advanced Fuels Keyes, Inc., and J.D. Heiskell Holdings,
LLC
|
10-K
|
000-51354
|
10.67
|
Oct. 31,
2012
|
|
|
10.39
|
Limited Waiver and
Amendment No. 1 to Amended and Restated Note Purchase Agreement
dated as of October 18, 2012 by and among Aemetis Advanced Fuels
Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc.,
a Delaware corporation, Third Eye Capital Corporation, an Ontario
corporation as agent, Third Eye Capital Credit Opportunities Fund
– Insight Fund, and Sprott PC Trust.
|
8-K
|
000-51354
|
10.1
|
Oct. 23,
2012
|
|
|
10.40
|
Amendment No. 1 to
Revolving Line of Credit Agreement dated October 16, 2012 by and
among Aemetis International, Inc., a Nevada corporation, and Laird
Q. Cagan
|
8-K
|
000-51354
|
10.2
|
Oct. 23,
2012
|
|
|
10.41
|
Note Purchase
Agreement effective as of March 4, 2011, amended January 19, 2012
and July 24, 2012 by and among AE Advanced Fuels, Inc., a Delaware
corporation, and Advanced BioEnergy, LP a California limited
partnership and Advanced BioEnergy GP, LLC, a California limited
liability company.
|
8-K
|
000-51354
|
10.3
|
Oct. 23,
2012
|
|
|
10.42
|
Form of
Convertible Subordinated Promissory Note by and among AE Advanced
Fuels, Inc., a Delaware corporation and Advanced BioEnergy, LP, a
California limited partnership.
|
8-K
|
000-51354
|
10.4
|
Oct. 23,
2012
|
|
|
10.43
|
Amendment to the
Purchasing Agreement dated March 9, 2011 between J.D. Heiskell
Holdings LLC and Aemetis Advanced Fuels Keyes, Inc. dated September
29, 2012
|
10-K
|
000-51354
|
10.72
|
Apr. 4,
2013
|
|
|
10.44
|
Agreement for
Repayment of Note by Share Issuance dated as of December 31, 2012
by and among Aemetis, Inc., Aemetis International, Inc., (formerly
known as “International Biodiesel, Inc.”), a Nevada
corporation and wholly-owned subsidiary of the Company, and Laird
Q. Cagan for himself and on behalf of all other holders of
interests in the Revolving Line of Credit (as defined in the
Agreement).
|
8-K
|
000-51354
|
10.1
|
Jan. 7,
2013
|
|
|
10.45
|
Agreement for
Repayment of Note by Share Issuance dated as of December 31, 2012
by and among Aemetis, Inc., Aemetis International, Inc., (formerly
known as “International Biodiesel, Inc.”), a Nevada
corporation and wholly-owned subsidiary of the Company, and Laird
Q. Cagan for himself and on behalf of all other holders of
interests in the Revolving Line of Credit (as defined in the
Agreement).
|
8-K/A
|
000-51354
|
10.1
|
Feb. 27,
2013
|
|
|
10.46
|
Limited Waiver and
Amendment No. 2 to Amended and Restated Note Purchase Agreement
dated as of February 27, 2013 by and among Aemetis Advanced Fuels
Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc.,
a Delaware corporation, Third Eye Capital Corporation, an Ontario
corporation as agent, Third Eye Capital Credit Opportunities Fund
– Insight Fund, and Sprott PC Trust.
|
8-K
|
000-51354
|
10.1
|
Mar. 11,
2013
|
|
10.47
|
Amendment No. 1 to
Agreement for Repayment of Note by Share Issuance dated as of April
10, 2013 by and among Aemetis, Inc., Aemetis International, Inc., a
Nevada corporation and wholly-owned subsidiary of the Company, and
Laird Q. Cagan for himself and on behalf of all other holders of
interests in the Revolving Line of Credit (as defined in the
Agreement).
|
10-K
|
000-51354
|
10.77
|
Apr. 4,
2013
|
|
|
10.48
|
Amendment to the
Purchasing Agreement dated March 9, 2011 between J.D. Heiskell
Holdings LLC and Aemetis Advanced Fuels Keyes, Inc. dated January
2, 2013.
|
10-K
|
000-51354
|
10.76
|
Apr. 4,
2013
|
|
|
10.49
|
Limited Waiver and
Amendment No.3 to Amended and Restated Note Purchase Agreement
dated as of April 15, 2013 by and among Aemetis Advanced Fuels
Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc.,
a Delaware corporation, Third Eye Capital Corporation, an Ontario
corporation as agent, Third Eye Capital Credit Opportunities Fund
– Insight Fund, and Sprott PC Trust.
|
8-K
|
000-51354
|
10.1
|
Apr. 16,
2013
|
|
|
10.505
|
Amendment No. 4 to
Amended and Restated Note Purchase Agreement dated as of April 19,
2013 by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware
corporation, Aemetis Facility Keyes, Inc., a Delaware corporation,
Aemetis, Inc., a Nevada corporation, and Third Eye Capital
Corporation, an Ontario corporation, as agent for Third Eye Capital
Insight Fund
|
8-K/A
|
000-51354
|
10.2
|
May 14,
2013
|
|
|
10.5
|
Special Bridge
Advance dated as of March 29, 2013 by and among Aemetis Advanced
Fuels Keyes, Inc., a Delaware corporation, Aemetis, Inc., a Nevada
corporation, Third Eye Capital Corporation, an Ontario corporation,
as agent for Third Eye Capital Insight Fund
|
8-K
|
000-51354
|
10.2
|
Apr. 16,
2013
|
|
|
10.51
|
Agreement For
Satisfaction of Note by Share and Note Issuance dated as of April
18, 2013 between Aemetis, Inc., Aemetis International, Inc. and
Laird Q. Cagan for himself and on behalf of all other holders of
interests in the Revolving Line of Credit dated August 17, 2009 as
amended.
|
8-K
|
000-51354
|
10.1
|
Apr. 24,
2013
|
|
|
10.52
|
Amended and
Restated Heiskell Purchasing Agreement dated May 16, 2013, by and
between Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation
and a wholly-owned subsidiary of Aemetis, Inc. and J.D. Heiskell
Holdings, LLC, a California limited liability company doing
business as J.D. Heiskell & Co.*
|
8-K
|
000-51354
|
10.1
|
May 23,
2013
|
|
|
10.53
|
Amended and
Restated Aemetis Keyes Corn Procurement and Working Capital
Agreement, dated May 2, 2013, by and between Aemetis Advanced Fuels
Keyes, Inc., and J.D. Heiskell Holdings, LLC
|
8-K
|
000-51354
|
10.2
|
May 23,
2013
|
|
|
10.54
|
Limited Waiver and
Amendment No.5 to Amended and Restated Note Purchase Agreement,
dated as of July 26, 2013 by and among Aemetis, Inc., Aemetis
Advanced Fuels Keyes, Inc. Aemetis Facility Keyes, Inc., Third Eye
Capital Corporation, an Ontario corporation, as agent, Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust
|
8-K
|
000-51354
|
10.1
|
July 31,
2013
|
|
|
10.55
|
Limited Waiver and
Amendment No.6 to Amended and Restated Note Purchase Agreement,
dated as of October 28, 2013 by and among Aemetis, Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital Corporation, an Ontario corporation, as agent for Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust.
|
8-K
|
000-51354
|
10.1
|
Nov. 1,
2013
|
|
10.62
|
Limited Waiver and
Amendment No.7 to Amended and Restated Note Purchase Agreement,
dated as of May 14, 2014 by and among Aemetis, Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital Corporation, an Ontario corporation, as agent for Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust.
|
10-Q
|
000-51354
|
10.1
|
Mar. 31,
2014
|
|
|
10.64
|
Limited Waiver and
Amendment No. 8 to Amended and Restated Note Purchase Agreement,
dated as of November 7, 2014 by and among Aemetis, Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital Corporation, an Ontario corporation, as agent for Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust.
|
10-Q/A
|
000-51354
|
10.1
|
Nov. 13,
2014
|
|
|
10.65
|
Limited Waiver and
Amendment No. 9 to Amended and Restated Note Purchase Agreement,
dated as of March 12, 2015 by and among Aemetis, Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital Corporation, an Ontario corporation, as agent for Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust.
|
10K
|
000-51354
|
10.1
|
Mar.
12,2015
|
10.65
|
|
10.66
|
Limited Waiver and
Amendment No. 10 to Amended and Restated Note Purchase Agreement,
dated as of April 30, 2015 by and among Aemetis, Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital
Corporation, an
Ontario corporation, as agent for Third Eye Capital Credit
Opportunities Fund - Insight Fund, and Sprott PC
Trust.
|
10-Q
|
000-51354
|
10.1
|
May 7,
2015
|
|
|
10.67
|
Limited Waiver and
Amendment No. 11 to Amended and Restated Note Purchase Agreement,
dated as of August 6, 2015 by and among Aemetis,
Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital Corporation, an Ontario corporation, as agent for Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust (incorporated by reference to Exhibit 10.2 of the Quarterly
Report on Form 10-Q filed on August 7, 2015).
|
10-Q
|
000-51354
|
10.1
|
Nov. 5,
2015
|
|
|
10.68
|
Limited Waiver and
Amendment No. 12 to Amended and Restated Note Purchase Agreement,
dated as of March 21, 2016 by and among Aemetis, Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital Corporation, an Ontario corporation, as agent for Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust.
|
10-K
|
000-51354
|
10.68
|
Mar. 28,
2016
|
|
|
10.69
|
Binding letter of
intent for the purchase of certain property, plant and equipment in
Goodland, Kansas by Aemetis Advanced Fuels Goodland, Inc., or such
other subsidiary of Aemetis Inc., dated March 22, 2016 from Third
Eye Capital Corporation, in its capacity as attorney-in-fact for
New Goodland Energy Center, LLC.
|
10-K
|
000-51354
|
10.69
|
Mar. 28,
2016
|
|
|
Limited Waiver and
Amendment No. 13 to Amended and Restated Note Purchase Agreement,
dated as of March 1, 2017 by and among Aemetis, Inc.; Aemetis
Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye
Capital Corporation, an Ontario corporation, as agent for Third Eye
Capital Credit Opportunities Fund - Insight Fund, and Sprott PC
Trust.
|
10-K
|
000-51354
|
10.70
|
Mar. 16,
2017
|
|
||
14
|
Code of
Ethics
|
10-K
|
000-51354
|
14
|
May 20,
2009
|
|
|
21
|
Subsidiaries of
the Registrant
|
|
|
|
|
X
|
|
Consent of
Independent Registered Public Accounting Firm
|
|
|
|
|
X
|
||
24
|
Power of Attorney
(see signature page)
|
|
|
|
|
X
|
Certification of
Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302
of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
||
Certification of
Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302
of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
||
Certification of
Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
|
X
|
||
Certification of
Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
|
X
|
|
Page
Number
|
Report
of Independent Registered Public Accounting Firm
|
43
|
Consolidated
Financial Statements
|
|
Consolidated
Balance Sheets
|
44
|
Consolidated
Statements of Operations and Comprehensive Loss
|
45
|
Consolidated
Statements of Cash Flows
|
46
|
Consolidated
Statements of Stockholders' Deficit
|
47
|
Notes
to Consolidated Financial Statements
|
48
-71
|
|
December
31,
2016
|
December
31,
2015
|
Assets
|
|
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$
1,486
|
$
283
|
Accounts
receivable
|
1,557
|
1,166
|
Inventories
|
3,241
|
4,804
|
Prepaid
expenses
|
555
|
527
|
Other current
assets
|
206
|
1,222
|
Total current
assets
|
7,045
|
8,002
|
|
|
|
Property, plant and
equipment, net
|
66,370
|
70,718
|
Intangible assets,
net of accumulated amortization of $424 and $344,
respectively
|
1,300
|
1,380
|
Other
assets
|
3,095
|
3,041
|
Total
assets
|
$
77,810
|
$
83,141
|
|
|
|
Liabilities
and stockholders' deficit
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$
7,842
|
$
10,183
|
Current portion of
long term debt
|
2,027
|
5,607
|
Short term
borrowings
|
9,382
|
6,340
|
Mandatorily
redeemable Series B convertible preferred stock
|
2,844
|
2,742
|
Accrued property
taxes
|
2,648
|
2,244
|
Other current
liabilities
|
2,473
|
2,181
|
Total current
liabilities
|
27,216
|
29,297
|
|
|
|
Long term
liabilities:
|
|
|
Senior secured
notes
|
61,631
|
60,925
|
EB-5
notes
|
33,000
|
22,500
|
Long term
subordinated debt
|
5,674
|
5,523
|
Other long term
liabilities
|
102
|
190
|
Total long
term liabilities
|
100,407
|
89,138
|
|
|
|
Stockholders'
deficit:
|
|
|
Series B
convertible preferred stock, $0.001 par value; 7,235 authorized;
1,328 and 1,398 shares issued and outstanding each period,
respectively (aggregate liquidation preference of $3,984 and
$4,194, respectively)
|
1
|
1
|
Common stock,
$0.001 par value; 40,000 authorized; 19,858 and 19,619 shares
issued and outstanding, respectively
|
20
|
20
|
Additional paid-in
capital
|
83,441
|
82,115
|
Accumulated
deficit
|
(129,887
)
|
(114,251
)
|
Accumulated other
comprehensive loss
|
(3,388
)
|
(3,179
)
|
Total stockholders'
deficit
|
(49,813
)
|
(35,294
)
|
|
|
|
Total liabilities
and stockholders' deficit
|
$
77,810
|
$
83,141
|
|
2016
|
2015
|
Revenues
|
$
143,158
|
$
146,649
|
|
|
|
Cost of goods
sold
|
131,559
|
142,450
|
|
|
|
Gross
profit
|
11,599
|
4,199
|
|
|
|
Research and
development expenses
|
369
|
447
|
Selling, general
and administrative expenses
|
12,011
|
12,361
|
|
|
|
Operating
loss
|
(781
)
|
(8,609
)
|
|
|
|
Other (income)
expense
|
|
|
|
|
|
Interest
expense
|
|
|
Interest rate
expense
|
11,493
|
10,164
|
Amortization
expense
|
5,723
|
6,715
|
(Gain) loss on debt
extinguishment
|
(2,033
)
|
330
|
Loss on impairment
of goodwill and intangible assets
|
-
|
1,044
|
Other (income)
expense
|
(334
)
|
270
|
|
|
|
Loss before income
taxes
|
(15,630
)
|
(27,132
)
|
|
|
|
Income tax
expense
|
6
|
6
|
|
|
|
Net
loss
|
$
(15,636
)
|
$
(27,138
)
|
|
|
|
Other comprehensive
loss
|
|
|
Foreign currency
translation adjustment
|
(209
)
|
(217
)
|
Comprehensive
loss
|
$
(15,845
)
|
$
(27,355
)
|
|
|
|
Net loss per common
share
|
|
|
Basic
|
$
(0.79
)
|
$
(1.37
)
|
Diluted
|
$
(0.79
)
|
$
(1.37
)
|
|
|
|
Weighted average
shares outstanding
|
|
|
Basic
|
19,771
|
19,823
|
Diluted
|
19,771
|
19,823
|
|
|
|
|
2016
|
2015
|
Operating
activities:
|
|
|
Net
loss
|
$
(15,636
)
|
$
(27,138
)
|
Adjustments to
reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
Share-based
compensation
|
747
|
938
|
Stock issued in
connection with consultant services
|
-
|
204
|
Depreciation
|
4,670
|
4,730
|
Debt related
amortization expense
|
5,723
|
6,715
|
Intangibles and
other amortization expense
|
126
|
129
|
Change in fair
value of warrant liability
|
(25
)
|
(54
)
|
(Gain) loss on
extinguishment of debt
|
(2,033
)
|
330
|
Loss on
sale/disposal of assets
|
11
|
-
|
Impairment loss on
goodwill and intangible assets
|
-
|
1,044
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
(403
)
|
72
|
Inventories
|
1,504
|
(450
)
|
Prepaid
expenses
|
(28
)
|
1,109
|
Other current
assets and other assets
|
890
|
(979
)
|
Accounts
payable
|
(2,097
)
|
2,020
|
Accrued interest
expense and fees, net of payments
|
6,448
|
9,800
|
Other
liabilities
|
474
|
744
|
Net cash provided
by (used in) operating activities
|
371
|
(786
)
|
|
|
|
Investing
activities:
|
|
|
Capital
expenditures
|
(629
)
|
(71
)
|
|
|
|
Net cash used in
investing activities
|
(629
)
|
(71
)
|
|
|
|
Financing
activities:
|
|
|
Proceeds from
borrowings
|
20,583
|
30,331
|
Repayments of
borrowings
|
(18,956
)
|
(29,293
)
|
Issuance of common
stock for services, option and warrant exercises
|
-
|
23
|
Payment of debt
guarantee fee
|
-
|
(245
)
|
Net cash provided
by financing activities
|
1,627
|
816
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
(166
)
|
(8
)
|
Net cash and cash
equivalents increase for period
|
1,203
|
(49
)
|
Cash and cash
equivalents at beginning of period
|
283
|
332
|
Cash and cash
equivalents at end of period
|
$
1,486
|
$
283
|
|
|
|
Supplemental
disclosures of cash flow information, cash paid:
|
|
|
Interest
payments
|
$
4,894
|
$
478
|
Income tax
expense
|
6
|
6
|
Supplemental
disclosures of cash flow information, non-cash
transactions:
|
|
|
Proceeds from
exercise of stock options applied to accounts payable
|
-
|
21
|
Fair value of
warrants issued to subordinated debt holders
|
579
|
1,087
|
Repurchase of
common stock on revolver loan advance
|
-
|
7,479
|
Stock issued in
connection with services and interest on debt
|
-
|
432
|
Settlement of
accounts payable through transfer of equipment
|
66
|
-
|
|
Series B Preferred Stock
|
Common Stock
|
Additional
|
Accumulated
|
Accumulated Other
Comprehensive
|
|
||
|
Shares
|
Dollars
|
Shares
|
Dollars
|
Paid-in Capital
|
Deficit
|
loss
|
Total
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014
|
1,665
|
$
2
|
20,650
|
$
21
|
$
87,080
|
$
(87,113
)
|
$
(2,962
)
|
$
(2,972
)
|
|
|
|
|
|
|
|
|
|
Conversion
of Series B preferred to common stock
|
(267
)
|
(1
)
|
26
|
-
|
-
|
-
|
-
|
(1
)
|
Options
exercised & stock-based compensation
|
-
|
-
|
146
|
-
|
981
|
-
|
-
|
981
|
Shares
issued to consultants and other services
|
-
|
-
|
50
|
-
|
204
|
-
|
-
|
204
|
Issuance
and exercise of warrants
|
-
|
-
|
270
|
1
|
1,098
|
-
|
-
|
1,099
|
Repurchase
of common stock
|
-
|
-
|
(1,600
)
|
(3
)
|
(7,476
)
|
-
|
-
|
(7,479
)
|
Issuance
of shares for Interest and additional consideration
|
-
|
-
|
77
|
1
|
228
|
-
|
-
|
229
|
Other
comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(217
)
|
(217
)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(27,138
)
|
-
|
(27,138
)
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
1,398
|
1
|
19,619
|
20
|
82,115
|
(114,251
)
|
(3,179
)
|
(35,294
)
|
|
|
|
|
|
|
|
|
|
Conversion
of Series B preferred to common stock
|
(70
)
|
-
|
7
|
-
|
-
|
-
|
-
|
-
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
747
|
-
|
-
|
747
|
Issuance
and exercise of warrants
|
-
|
-
|
232
|
-
|
579
|
-
|
-
|
579
|
Other
comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(209
)
|
(209
)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(15,636
)
|
-
|
(15,636
)
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016
|
1,328
|
$
1
|
19,858
|
$
20
|
$
83,441
|
$
(129,887
)
|
$
(3,388
)
|
$
(49,813
)
|
|
December
31,
2016
|
December
31,
2015
|
Raw
materials
|
$
1,044
|
$
1,787
|
Work-in-progress
|
1,360
|
1,807
|
Finished
goods
|
837
|
1,210
|
Total
inventories
|
$
3,241
|
$
4,804
|
|
December
31,
2016
|
December
31,
2015
|
Land
|
$
2,713
|
$
2,727
|
Plant and
buildings
|
81,755
|
81,821
|
Furniture and
fixtures
|
572
|
494
|
Machinery and
equipment
|
4,308
|
4,052
|
Construction in
progress
|
88
|
147
|
Total gross
property, plant & equipment
|
89,436
|
89,241
|
Less accumulated
depreciation
|
(23,066
)
|
(18,523
)
|
Total net property,
plant & equipment
|
$
66,370
|
$
70,718
|
|
Years
|
Plant and
buildings
|
20 - 30
|
Machinery and
equipment
|
5 - 7
|
Furniture and
fixtures
|
3 - 5
|
|
December
31,
2016
|
December
31,
2015
|
Third Eye Capital
term notes
|
$
6,577
|
$
6,269
|
Third Eye Capital
revolving credit facility
|
24,927
|
25,870
|
Third Eye Capital
revenue participation term notes
|
11,042
|
10,526
|
Third Eye Capital
acquisition term notes
|
19,085
|
18,260
|
Cilion shareholder
seller notes payable
|
5,674
|
5,523
|
State Bank of India
secured term loan
|
-
|
4,200
|
Subordinated
notes
|
7,565
|
6,340
|
EB-5 long term
promissory notes
|
35,027
|
23,907
|
Unsecured working
capital loans
|
1,817
|
-
|
Total
debt
|
111,714
|
100,895
|
Less current
portion of debt
|
11,409
|
11,947
|
Total
long term debt
|
$
100,305
|
$
88,948
|
Twelve months ended
December 31,
|
Debt
Repayments
|
2017
|
$
11,409
|
2018
|
65,237
|
2019
|
25,000
|
2020
|
11,174
|
Total
debt
|
112,820
|
Discounts
|
(1,106
)
|
Total debt, net of
discounts
|
$
111,714
|
Twelve months ended
December 31,
|
Future Rent
Payments
|
2017
|
$
462
|
2018
|
479
|
2019
|
495
|
2020
|
209
|
Total
|
$
1,645
|
|
Authorized
|
Shares Issued
and
|
|
|
Shares
|
Outstanding
December 31,
|
|
|
|
2016
|
2015
|
Series B preferred
stock
|
7,235
|
1328
|
1398
|
Undesignated
|
57,765
|
—
|
—
|
|
65,000
|
1328
|
1398
|
Description
|
For the year
ended December 31
|
|
|
2016
|
2015
|
Dividend-yield
|
0
%
|
0
%
|
Risk-free interest
rate
|
0.81
%
|
1.1
%
|
Expected
Volatility
|
71.8
%
|
80.0
%
|
Expected life
(years)
|
2
|
3.62
|
Market value per
share on grant date
|
$
2.56
|
$
4.06
|
Exercise price per
share
|
$
0.01
|
$
0.85
|
|
$
2.55
|
$
3.85
|
|
Warrants Outstanding & Exercisable
|
Weighted - Average Exercise Price
|
Average Remaining Term in Years
|
Outstanding
December 31, 2014
|
351
|
$
3.05
|
2.69
|
Granted
|
339
|
0.85
|
|
Exercised
|
(272
)
|
0.21
|
|
Expired
|
(50
)
|
1.30
|
|
Outstanding
December 31, 2015
|
368
|
$
3.36
|
4.61
|
Exercised
|
(233
)
|
0.01
|
|
Granted
|
227
|
0.01
|
|
Expired
|
(18
)
|
0.01
|
|
Outstanding
December 31, 2016
|
344
|
$
3.33
|
3.88
|
|
Shares Available
for Grant
|
Number of Shares
Outstanding
|
Weighted-Average
Exercise Price
|
|
|
|
|
Balance as of
December 31, 2015
|
95
|
980
|
$
5.76
|
Authorized
|
655
|
-
|
-
|
Granted
|
(721
)
|
721
|
2.52
|
Forfeited/expired
|
69
|
(69
)
|
4.70
|
Balance as of
December 31, 2016
|
98
|
1,632
|
$
4.37
|
|
Number of
Shares
|
Weighted
Average Exercise Price
|
Remaining
Contractual Term (In Years)
|
Average
Intrinsic Value
1
|
2016
|
|
|
|
|
Vested and
Exercisable
|
977
|
$
5.45
|
3.28
|
$
-
|
Unvested
|
655
|
2.76
|
8.66
|
-
|
Total
|
1,632
|
$
4.37
|
5.44
|
$
-
|
|
|
|
|
|
2015
|
|
|
|
|
Vested and
Exercisable
|
687
|
$
6.49
|
2.32
|
$
-
|
Unvested
|
293
|
4.06
|
5.59
|
-
|
Total
|
980
|
$
5.76
|
3.30
|
$
-
|
Description
|
For the year
ended December 31,
|
|
|
2016
|
2015
|
Dividend-yield
|
0
%
|
0
%
|
Risk-free interest
rate
|
1.66
%
|
1.61
%
|
Expected
volatility
|
77.69
%
|
76.55
%
|
Expected life
(years)
|
6.99
|
5.40
|
Market value per
share on grant date
|
$
2.52
|
$
3.69
|
Fair value per
share on grant date
|
$
1.79
|
$
2.27
|
|
For the year
ended December 31,
|
|
|
2016
|
2015
|
Ethanol
sales$
|
$
95,556
|
92,729
|
Wet distillers
grains sales
|
22,016
|
24,556
|
Corn oil
sales
|
2,995
|
3,485
|
Corn/milo
purchases
|
91,234
|
97,179
|
Accounts
receivable
|
743
|
305
|
Accounts
payable
|
1,821
|
1,455
|
|
As
of
|
|
|
December
31,
|
December
31,
|
|
2016
|
2015
|
|
|
|
North
America
|
$
67,279
|
$
69,165
|
India
|
10,531
|
13,976
|
Total
Assets
|
$
77,810
|
$
83,141
|
|
Year Ended
December 31,
|
|
|
2016
|
2015
|
United
States
|
(16,316
)
|
(26,241
)
|
Foreign
|
686
|
(891
)
|
Pretax
Income
|
(15,630
)
|
(27,132
)
|
United States
— Federal
|
|
2005 –
present
|
|
United States
— State
|
|
2005 –
present
|
|
India
|
|
2006 –
present
|
|
Mauritius
|
|
2006 –
present
|
|
Assets
|
2016
|
2015
|
Current
assets
|
|
|
Cash and cash
equivalents
|
$
-
|
$
-
|
Intercompany
receivables
|
12,244
|
15,609
|
Prepaid
expenses
|
270
|
315
|
Total current
assets
|
12,514
|
15,924
|
|
|
|
|
|
|
Property, plant and
equipment, net
|
27
|
|
Other
assets
|
54
|
54
|
|
|
|
Total
Assets
|
$
12,595
|
$
15,978
|
|
|
|
Liabilities
& stockholders' deficit
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$
3,039
|
$
2,746
|
Mandatorily
redeemable Series B convertible preferred
|
2,844
|
2,742
|
Other current
liabilities
|
1,419
|
1,158
|
Total current
liabilities
|
7,302
|
6,646
|
|
|
|
|
|
|
Subsidiary
obligation in excess of investment
|
|
|
Investment in AE
Advanced Fuels, Inc.
|
49,694
|
39,019
|
Investment in
Aemetis Americas, Inc
|
205
|
205
|
Investment in
Aemetis Biofuels, Inc.
|
2,738
|
2,741
|
Investment in
Aemetis Technologies, Inc.
|
2,405
|
2,285
|
Investment in AE
Advanced Fuels Goodland , Inc.
|
51
|
-
|
Investment in AE
Advanced Products Keyes , Inc.
|
113
|
|
Investment in
Biofuels Marketing, Inc.
|
349
|
349
|
Investment in
Aemetis International, Inc.
|
(449
)
|
27
|
Total subsidiary
obligation in excess of investment
|
55,106
|
44,626
|
|
|
|
Total long term
liabilities
|
55,106
|
44,626
|
|
|
|
Stockholders'
deficit
|
|
|
Series B Preferred
convertible stock
|
1
|
1
|
Common
stock
|
20
|
20
|
Additional paid-in
capital
|
83,441
|
82,115
|
Accumulated
deficit
|
(129,887
)
|
(114,251
)
|
Accumulated other
comprehensive loss
|
(3,388
)
|
(3,179
)
|
Total stockholders'
deficit
|
(49,813
)
|
(35,294
)
|
Total
liabilities & stockholders' deficit
|
$
12,595
|
$
15,978
|
|
2016
|
2015
|
|
|
|
Equity in
subsidiary losses
|
$
(10,272
)
|
$
(22,669
)
|
|
|
|
Selling, general
and administrative expenses
|
4,818
|
3,910
|
|
|
|
Operating
loss
|
(15,090
)
|
(26,579
)
|
|
|
|
Other
expense
|
|
|
Interest
expense
|
278
|
179
|
Other
expense
|
262
|
374
|
|
|
|
Loss before
income taxes
|
(15,630
)
|
(27,132
)
|
|
|
|
Income tax
expense
|
6
|
6
|
|
|
|
Net
loss
|
(15,636
)
|
(27,138
)
|
|
|
|
Other comprehensive
loss
|
|
|
Foreign currency
translation adjustment
|
(209
)
|
(217
)
|
Comprehensive
loss
|
$
(15,845
)
|
$
(27,355
)
|
|
2016
|
2015
|
Operating
activities:
|
|
|
Net
loss
|
(15,636
)
|
(27,138
)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
Stock-based
compensation
|
747
|
938
|
Stock issued in
connection with consultant services
|
-
|
204
|
Change in fair
value of warrant liability
|
(25
)
|
(54
)
|
Changes in assets
and liabilities:
|
|
|
Subsidiary portion
of net losses
|
10,272
|
22,669
|
Prepaid
expenses
|
45
|
294
|
Accounts
payable
|
293
|
(103
)
|
Accrued interest
expense
|
284
|
197
|
Other
liabilities
|
104
|
120
|
Other
assets
|
-
|
(31
)
|
Net cash used in
operating activities
|
(3,916
)
|
(2,904
)
|
|
|
|
Investing
activities:
|
|
|
Subsidiary
advances, net
|
3,916
|
2,816
|
Net cash provided
by investing activities
|
3,916
|
2,816
|
|
|
|
Financing
activities:
|
|
|
Issuance of common
stock for services, option and warrant exercises
|
-
|
23
|
Net cash provided
by financing activities
|
-
|
23
|
|
|
|
Net increase
(decrease) in cash and cash equivalents
|
-
|
(65
)
|
|
|
|
Cash and cash
equivalents at beginning of period
|
-
|
65
|
Cash and cash
equivalents at end of period
|
$
-
|
$
-
|
|
|
|
Supplemental
disclosures of cash flow information, cash paid:
|
|
|
|
|
|
Interest
payments
|
4,894
|
6,824
|
Income tax
expense
|
6
|
6
|
|
|
|
Supplemental
disclosures of cash flow information, non-cash
transactions:
|
|
|
|
|
|
Proceeds from
exercise of stock options applied to accounts payable
|
-
|
21
|
Fair value of
warrants issued to subordinated debt holders
|
578
|
1,087
|
Repurchase of
common stock on revolver loan advance
|
-
|
7,479
|
Stock issued in
connection with services and interest on debt
|
-
|
432
|
Settlement of
accounts payable through transfer of equipment
|
66
|
-
|
|
Aemetis,
Inc.
|
|
|
|
/s/ ERIC A.
MCAFEE
|
|
Eric A.
McAfee
|
|
Chief Executive
Officer
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
/s/ ERIC A.
MCAFEE
|
|
Chairman/Chief
Executive Officer
|
|
March 16,
2017
|
Eric A.
McAfee
|
|
(Principal
Executive Officer and Director)
|
|
|
|
|
|
|
|
/s/
Todd Waltz
|
|
Chief Financial
Officer
|
|
March 16,
2017
|
Todd
Waltz
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Francis Barton
|
|
Director
|
|
March 16,
2017
|
Fran
Barton
|
|
|
|
|
|
|
|
|
|
/s/ Lydia I. Beebe |
|
Director |
|
March 16, 2017 |
Lydia I. Beebe |
|
|
|
|
|
|
|
|
|
/s/
John R. Block
|
|
Director
|
|
March 16,
2017
|
John R.
Block
|
|
|
|
|
|
|
|
|
|
/s/
Dr. Steven Hutcheson
|
|
Director
|
|
March 16,
2017
|
Dr. Steven
Hutcheson
|
|
|
|
|
|
|
|
|
|
/s/
Harold Sorgenti
|
|
Director
|
|
March 16,
2017
|
Harold
Sorgenti
|
|
|
|
|
|
THIRD EYE CAPITAL CORPORATION
|
|
By: /s/
Arif N. Bhalwani
|
|
Name:
Arif N. Bhalwani
Title:
Managing Director
|
|
NOTEHOLDERS:
|
|
SPROTT ASSET MANAGEMENT GP INC., in
its capacity as general partner of SPROTT
ASSET MANAGEMENT L.P., in its capacity as
Manager of SPROTT PC TRUST
|
|
By: /s/
Kirstin McTaggart
|
|
Name:
Kirstin McTaggart
Title:
CFO
|
|
THIRD EYE CAPITAL CREDIT
OPPORTUNITIES S.ar.l, it its capacity as
Managing General Partner of THIRD EYE
CAPITAL CREDIT OPPORTUNITIES FUND –
INSIGHT FUND
|
|
By:
/s/
Richard
Goddard
|
|
Name:
Richard
Goddard
Title:
Manager
|
|
|
|
By: /s/
Paul de Quant
|
|
Name:
Paul de Quant
Title:
Manager
|