What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-14 compared with 2024-03-29 · 660 added, 823 removed, 760 unchanged (66% of the section changed)

13 unchanged sentences

We have audited the accompanying consolidated balance sheets of Aemetis, Inc.

and its subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Our report dated March 14, 2025, expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Substantial Doubt about the Company ’ s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 18 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency.

This raises substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters also are described in Note 18.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

10 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Liquidity & Management ’ s Plan

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Liquidity and Management ’ s Plan

As disclosed in Note 18 of the consolidated financial statements, the Company has been reliant on their senior secured lender for liquidity and has been required to remit substantially all excess cash from operations to the senior secured lender.

Management believes, based on the Company’s business plan, that cash flows from operations and established financing arrangements, including financing available under the reserve liquidity facility provided by the Company’s senior secured lender, and potential additional issuances of common stock are sufficient to fund future cash flow requirements and satisfy the Company’s obligations as they come due for at least one year from the financial statement issuance date.

We determined the adequacy of the available commitment on the reserve liquidity facility and the Company's overall cash flow projections to be a critical audit matter because management’s plan includes certain significant assumptions related to the Company's cash flow needs.

Management believes, due to the need to secure additional financing, there is substantial doubt about their ability to continue as a going concern through the next twelve months from the date of issuance of these consolidated financial statements.

While the Company believes they will be able to implement plans to improve liquidity, there are inherent risks and uncertainties regarding their ability to execute their plans.

We determined the adequacy of the Company’s financing sources and the Company's overall cash flow projections to be a critical audit matter because management’s plan includes certain significant assumptions related to the Company's cash flow needs.

Auditing management’s assumptions related to the Company's cash flow needs involved a high degree of auditor judgment and increased audit efforts.

Our audit procedures related to the Company’s liquidity evaluation and the adequacy of the commitment on the reserve liquidity facility included the following, among others:

Our audit procedures related to the Company’s financing sources and overall cash flow projections included the following, among others:

We evaluated the reasonableness of forecasted cash needs, for at least one year from the financial statement issuance date, by comparing to historical operating results as well as external forecasted market data for both ethanol and corn.

2 unchanged sentences

We tested the subsequent event activity related to additional cash available or needs to additional funding of working capital.

We tested the Company's ability to maintain compliance with covenants, for at least one year from the financial statement issuance date, under the existing loan agreements and the ability of the Company's senior lender to provide the additional funding under the amended reserve liquidity facility.

Investment Tax Credit Sale

As disclosed in Note 1 of the consolidated financial statements, the Company entered into an investment tax credit sale agreement with a third-party resulting in a $55.2 million income tax benefit recognized for the year ended December 31, 2023.

We determined the Company's investment tax credit sale to be a critical audit matter as there was a high degree of auditor judgment and increased audit effort, including the use of income tax and revenue recognition specialists, when performing procedures to evaluate the appropriateness of the accounting determinations for the investment tax credit sale.

Our audit procedures related to the investment tax credit sale included the following, among others:

We read the relevant investment tax credit sale documents and compared to the terms to the Company's accounting documentation.

We evaluated the Company's accounting determination and the application of the relevant accounting guidance, including an evaluation of audit evidence regarding the determination that control of the investment tax credit had been transferred to the purchaser.

We tested the Company’s ability to maintain compliance with covenants, for at least one year from the financial statement issuance date, under the existing loan agreements.

/s/ RSM US LLP

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The following material weaknesses have been identified and included in management's assessment.

There were ineffective information technology general controls (ITGCs) and segregation of duties, specifically in the areas of user access, passwords, change-management, and third-party service provider report review over certain information technology systems used in the Company’s financial reporting processes.

As a result of the pervasive impact of these controls, automated and manual business process controls that are dependent on ITGCs and appropriate segregation of duties were also ineffective.

There were ineffective controls relating to the Company maintaining sufficient personnel in the proper roles to allow for timely and precise completion and documentation of the performance of controls.

As a result of this deficiency, we note that all financial statement transaction cycles could be impacted such that material misstatements may not be detected in a timely manner.

We specifically note the following items impacted by this deficiency that rise to the level of a material weakness:

Controls over the amount of revenue recognized for ethanol sales and wet distillers grain sales were ineffective due to a lack of verification of prices invoiced.

Controls over debt covenants, debt classification, and going concern were ineffective due to untimely completion, imprecise review of inputs, and insufficient written documentation regarding the performance of related controls.

Controls over financial statement tie outs were ineffective due to untimely completion of such review.

Controls over cash were ineffective due to untimely performance of bank reconciliations performed on related cash accounts.

Controls over property, plant and equipment and related depreciation expense and accumulated depreciation were ineffective due to the untimely performance of such review and reconciliation of such accounts.

Controls over income tax disclosures were ineffective due to imprecise review and approval of the income tax provision.

There were ineffective information technology general controls (ITGCs).

As a result of the pervasive impact of these controls, automated and manual business process controls that are dependent on ITGCs were also ineffective.

There were ineffective controls at the Company’s India Biodiesel segment due to the lack of sufficient evidence available to verify the performance of controls.

As a result of the deficiency, controls were not effective related to the account balances and transactions of the Company’s India Biodiesel segment.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 financial statements, and this report does not affect our report dated March 14, 2025 on those financial statements.

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Accounts receivable ($ 57 and $ 55 respectively from VIE)

Inventories, net of allowance for excess and obsolete inventory of $ 1,040 as of December 31, 2023 and 2022

Inventories net of allowance for excess and obsolete inventory of $ 1,040 as of December 31, 2023 ($ 157 and $ 0 respectively from VIE)

25,442 18,291

Prepaid expenses ($ 85 and $ 1,438 respectively from VIE)

Tax credit sale receivable ($ 8,125 and $ 0 respectively from VIE)

Other current assets ($ 2 and $ 289 respectively from VIE)

3 unchanged sentences

199,392 195,108

Operating lease right-of-use assets ($ 145 and $ 224 respectively from VIE)

Operating lease right-of-use ($ 648 and $ 145 respectively from VIE)

Other assets ($ 6,057 and $ 4,881 respectively from VIE)

4 unchanged sentences

$ 33,139 $ 32,132

Current portion of long term debt ($ 190 and $ 0 from VIE)

Current portion of long term debt ($ 1,004 and $ 190 respectively from VIE)

63,745 13,585

1 unchanged sentence

26,789 23,443

Mandatorily redeemable Series B convertible preferred stock

Current portion of operating lease liability ($ 48 and $ 41 respectively from VIE)

Other current liabilities ($ 1,920 and $ 48 respectively from VIE)

20,295 15,229

Total current liabilities

8 unchanged sentences

126,593 113,189

Operating lease liability ($ 67 and $ 115 respectively from VIE)

Other long term liabilities

Other long term liabilities ($ 475 and $ 67 respectively from VIE)

Total long term liabilities

1 unchanged sentence

Stockholders' deficit:

Series B convertible preferred stock, $ 0.001 par value;

7,235 authorized;

0 and 1,270 shares issued and outstanding each period, respectively (aggregate liquidation preference of $ 0 and $ 3,810 respectively)

Common stock, $ 0.001 par value;

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(In thousands, except for earnings per share)

For the years ended December 31,

Years ended December 31,

$ 267,640 $ 186,717

Cost of goods sold

268,220 184,700

Gross (loss) profit

Research and development expenses

( 580 ) 2,017

Selling, general and administrative expenses

39,836 39,418

Operating loss

( 40,416 ) ( 37,401 )

Other expense (income):

1 unchanged sentence

Interest rate expense

40,158 32,995

Debt related fees and amortization expense

Accretion and other expenses of Series A preferred units

Loss on debt extinguishment

Gain on litigation

12,698 25,313

( 1,366 ) ( 2,077 )

Loss before income taxes

Income tax expense (benefit)

( 98,369 ) ( 100,156 )

Income tax benefit

( 10,832 ) ( 53,736 )

$ ( 87,537 ) $ ( 46,420 )

Other comprehensive loss

Foreign currency translation loss

( 695 ) ( 219 )

Comprehensive loss

$ ( 88,232 ) $ ( 46,639 )

Net loss per common share

$ ( 1.91 ) $ ( 1.22 )

Weighted average shares outstanding

45,902 38,061

The accompanying notes are an integral part of the financial statements.

3 unchanged sentences

(In thousands)

For the year ended December 31,

Years ended December 31,

Operating activities:

$ ( 87,537 ) $ ( 46,420 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

3 unchanged sentences

Accretion and other expenses of Series A preferred units

Warrants issued for working capital agreement

12,698 25,313

Loss on asset disposals

Loss on debt extinguishment

Gain on litigation

Loss on lease termination

Warrants issued for working capital agreement

Gain on debt extinguishment

Deferred tax (benefit) expense

1 unchanged sentence

Accounts receivable

6,754 ( 7,422 )

( 7,766 ) ( 13,843 )

Prepaid expenses

Tax credit sale receivable

( 2,839 ) ( 2,016 )

Accounts payable

Accrued interest expense and fees

( 1,294 ) 13,726

Accrued interest expense and fees, net of interest paid

27,910 23,558

Other liabilities

3,208 ( 1,757 )

Net cash provided by (used in) operating activities

( 32,929 ) 13,825

Investing activities:

Capital expenditures

( 20,254 ) ( 33,119 )

Grant proceeds received for capital expenditures

Net cash used in investing activities

( 14,149 ) ( 23,687 )

Financing activities:

Proceeds from borrowings

19,461 75,482

Repayments of borrowings

( 5,010 ) ( 56,130 )

Lender debt renewal and waiver fee payments

( 1,441 ) ( 1,681 )

Payments on Series A preferred financing

Payments on finance leases

Proceeds from issuance of common stock in equity offering

( 179 ) ( 428 )

Proceeds from sale of common stock

31,750 21,718

Proceeds from the exercise of stock options

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents for period

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net change in cash and cash equivalents and restricted cash for period

( 2,449 ) ( 719 )

Cash, cash equivalents, and restricted cash at beginning of period

2 unchanged sentences

Cash paid for interest

$ 9,223 $ 9,813

Income taxes paid

Supplemental disclosures of cash flow information, non-cash transactions:

Settlement of AP via issuance of RSAs

Subordinated debt extension fees added to debt

Debt fees added to revolving lines

Fair value of warrants issued to subordinated debt holders

Fair value of stock issued to a related party for guarantee fees

Fair value of warrants issued to lender for debt issuance costs

Fair value of stock issued to lender

Lender debt extension, waiver, and other fees added to debt

Capital expenditures in accounts payable

Payment of debt added to revolving lines

Operating lease liabilities arising from obtaining right of use assets

Financing lease liabilities arising from obtaining right of use assets

Capital expenditures purchased on financing

Cumulative capital expenditures in accounts payable

The accompanying notes are an integral part of the financial statements.

7 unchanged sentences

Balance at December 31, 2022

1,270 $ 1 35,869 $ 36 $ 232,546 $ ( 428,985 ) $ ( 5,452 ) $ ( 201,854 )

Issuance of common stock

- - 4,499 4 21,714 - - 21,718

Series B conversion to common stock

( 1,270 ) ( 1 ) 127 1 - - - -

Stock options exercised

- - 183 - 133 - - 133

Stock-based compensation

- - - - 7,660 - - 7,660

Issuance and exercise of warrants

- - 288 - 2,005 - - 2,005

Foreign currency translation loss

- - - - - - ( 219 ) ( 219 )

- - - - - ( 46,420 ) - ( 46,420 )

Balance at December 31, 2023

- - 40,966 41 264,058 ( 475,405 ) ( 5,671 ) ( 216,977 )

Issuance of common stock

Series B conversion to common stock

- - 9,933 10 32,005 - - 32,015

Stock options exercised

- - 14 - 36 - - 36

Stock-based compensation

- - - - 8,314 - - 8,314

Issuance and exercise of warrants

- - 226 - 916 - - 916

Foreign currency translation loss

- - - - - - ( 695 ) ( 695 )

- - - - - ( 87,537 ) - ( 87,537 )

Balance at December 31, 2024

- $ - 51,139 $ 51 305,329 $ ( 562,942 ) $ ( 6,366 ) $ ( 263,928 )

The accompanying notes are an integral part of the financial statements.

6 unchanged sentences

(formerly AE Biofuels, Inc.), a Delaware corporation, and its subsidiaries (collectively, “Aemetis” or the “Company”):

Aemetis Americas, Inc., a Delaware corporation, and its subsidiary AE Biofuels, Inc., a Delaware corporation;

Aemetis Americas, Inc., a Nevada corporation, and its subsidiary AE Biofuels, Inc., a Delaware corporation;

● Aemetis International, Inc., a Nevada corporation, and its subsidiary International Biofuels Ltd, a Mauritius corporation, and its subsidiary Universal Biofuels Private Limited, an India company;

4 unchanged sentences

Aemetis Advanced Products Keyes, Inc., a Delaware corporation, and its subsidiaries Aemetis Properties Riverbank, Inc., a Delaware corporation, Aemetis Health Products, Inc., a Delaware corporation;

and Aemetis Riverbank, Inc., a Delaware corporation, and its subsidiary Aemetis Advanced Products Riverbank, Inc., a Delaware corporation;

and Aemetis Riverbank, Inc., a Delaware corporation, and its direct and indirect subsidiaries Aemetis Advanced Products Riverbank, Inc., a Delaware corporation, Energy Efficiency Holdings LLC, a Delaware limited liability company, and MVR Services LLC, a California limited liability company;

Aemetis Advanced Biorefinery Keyes, Inc., a Delaware corporation;

1 unchanged sentence

a Nevada corporation;

● Aemetis Biogas LLC, a Delaware Limited Liability Company and its subsidiaries Aemetis Biogas Services LLC, a Delaware Limited Liability Company, and Aemetis Biogas Holdings LLC, a Delaware Limited Liability Company, and its subsidiaries Aemetis Biogas 1 LLC, a Delaware Limited Liability Company, Aemetis Biogas 2 LLC, a Delaware Limited Liability Company, Aemetis Biogas 3 LLC, a Delaware Limited Liability Company, Aemetis Biogas 4 LLC, a Delaware Limited Liability Company, Aemetis Biogas 5 LLC, a Delaware Limited Liability Company, Aemetis Biogas 6 LLC, a Delaware Limited Liability Company, Aemetis Biogas 7 LLC, a Delaware Limited Liability Company, and Aemetis Biogas 8 LLC, a Delaware Limited Liability Company;

Goodland Advanced Fuels, Inc., a Nevada corporation.

its subsidiary Caprock Project Holdings, Inc., a Delaware corporation, and its subsidiary Riverbank Well 1, Inc., a California corporation;

● Aemetis Biogas LLC, a Delaware limited liability company and its subsidiaries Aemetis Biogas Services LLC, a Delaware limited liability company, Aemetis RNG Fuels 1 LLC, a California limited liability company, and Aemetis Biogas Holdings LLC, a Delaware limited liability company, and its subsidiaries Aemetis Biogas 1 LLC, a Delaware limited liability company, Aemetis Biogas 2 LLC, a Delaware limited liability company, Aemetis Biogas 3 LLC, a Delaware limited liability company, Aemetis Biogas 4 LLC, a Delaware limited liability company, Aemetis Biogas 5 LLC, a Delaware limited liability company, Aemetis Biogas 6 LLC, a Delaware limited liability company, Aemetis Biogas 7 LLC, a Delaware limited liability company, and Aemetis Biogas 8 LLC, a Delaware limited liability company;

Goodland Advanced Fuels, Inc., a Delaware corporation.

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 low and negative carbon intensity products and technologies that replace traditional petroleum-based products.

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 reportable segments and are collectively represented by the “All Other” category.

Our mission is to generate sustainable and innovative renewable fuel solutions that benefit communities and restore our environment.

We do this by building a local circular bioeconomy utilizing agricultural waste to produce low and negative carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality by replacing traditional petroleum-based products.

(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 replace fossil-based products.

We do this by building a local circular bioeconomy using agricultural products and waste to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality.

Our current operations include:

► 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”), all of which are sold as animal feed to local dairies and feedlots.

The Keyes Plant also produces and sells CO₂ to Messer Gas who converts it to liquid and sells it to food, beverage, and industrial customers.

We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our fuel by reducing fossil fuel inputs.

► California Dairy Renewable Natural Gas - We produce Renewable Natural Gas (RNG) in central California.

Our facilities include eleven anaerobic digesters that produce biogas from dairy waste, a 36 -mile biogas collection pipeline leading to a central upgrading hub, and a utility interconnection to inject the RNG into the natural gas pipeline for delivery to customers for use as transportation fuel.

We are actively expanding our RNG production dairies, with five additional digesters under construction, agreements with a total of 50 dairies, and environmental review completed for an additional 24 miles of pipeline.

We are also building our own RNG dispensing station, which is planned to begin operating in 2025.

► India Biodiesel - We own and operate a plant in Kakinada, India ("Kakinada Plant" or "India Plant") with a capacity to produce 80 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oil and animal waste feedstocks.

The Kakinada plant is one of the largest biodiesel production facilities in India.

The Kakinada Plant also distills the crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.

In addition, we are actively growing our business by seeking to develop or acquire new facilities, including the following key projects:

► Sustainable Aviation Fuel and Renewable Diesel – We are developing a sustainable aviation fuel and renewable diesel (“SAF/RD”) production plant to be located at the Riverbank Industrial Complex in Riverbank, CA.

The plant is currently designed to produce an expected 90 million gallons per year of SAF/RD from renewable oil and fats obtained from the Company’s biofuels plants and other sources.

The plant will use low-carbon hydroelectric electricity and renewable hydrogen that is generated within the plant’s own processes using byproducts of the SAF/RD production.

In 2023, we received approval of the Use Permit and the California Environmental Quality Act ("CEQA") for the development of the plant, and in March 2024, we received the Authority to Construct air permits for the plant.

We are continuing with the engineering and other required development activities for the plant.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

► Carbon Capture and Underground Sequestration – We are developing Carbon Capture and Underground Sequestration (“CCUS”) facilities that will inject carbon dioxide captured from our biofuel production facilities and other sources deep into the ground for geologic storage to reduce emissions to the atmosphere of greenhouse gases that contribute to global warming.

In May 2023, we received a permit from the State of California to build a geologic characterization well that will provide information for the permitting and design of a CCUS well located in Riverbank, California.

We drilled the first phase of the characterization well in September 2024, and plan to complete the drilling in 2025 while at the same time continuing engineering, permitting and other development activities for the sequestration well.

The Company’s current and planned businesses produce renewable fuels and reduce carbon emissions, while generating valuable Renewable Fuel Standard credits, California Low Carbon Fuel Standard credits, and federal tax credits.

Basis of Presentation and Consolidation.

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Revenue Recognition .

We derive revenue primarily from sales of ethanol and related co-products in California Ethanol segment, renewable natural gas for California Dairy Renewable Natural Gas segment, and biodiesel in India Biodiesel segment pursuant to supply agreements and purchase order contracts.

We derive revenue primarily from sales of ethanol and related co-products in California Ethanol segment, renewable natural gas and D3 RIN and LCFS credits for the California Dairy Renewable Natural Gas segment, and biodiesel in the India Biodiesel segment.

We assess the following criteria under the ASC 606 guidance:

(i) identify the contracts with customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when the entity satisfies the performance obligations.

California Ethanol:

From 2022 until the second quarter of 2023, we sold our ethanol production to Murex who marketed it to oil companies as a gasoline blend stock.

Starting in the second quarter of 2023, we began selling all our ethanol to J.D.

Heiskell who sells it to customers designated by us, and we have designated Murex, who continues to market the product.

Heiskell does not charge a fee for reselling the ethanol but they receive the payments from the ultimate customer.

We also buy our corn feedstock from J.D.

Heiskell, and J.D.

Heiskell pays us the net balance between ethanol and other product sales and our corn purchases.

Our accounting (i) treats us as the purchaser/customer for corn purchases from J.D.

Heiskell and we record the full purchase cost in cost-of-good sold, and (ii) treats us as the seller for ethanol and other product sales, so we treat all sales as revenue.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Given the similarity of the individual sales transactions with J.D.

Heiskell, we have assessed them as a portfolio of similar contracts.

Prior to May 25, 2023, the performance obligation was satisfied by delivery of the physical product from our finished goods tank to our customer’s contracted trucks.

Effective on May 25, 2023, the performance obligation is satisfied by delivery of the physical product to our finished goods tank leased by J.D.

The transaction price is determined based on daily market prices and quarterly contract pricing negotiated by Murex for its customers for ethanol and based on dry distillers' market and local demand by our marketing partner A.L.

Gilbert Company (“A.L.

Gilbert”) for WDG.

The transaction price is allocated to one performance obligation.

During the last two weeks of December 2022, we undertook an extended maintenance cycle and accelerated the implementation of several important ethanol plant energy efficiency upgrades.

Our decision was partly driven by the high natural gas prices in California during the period.

Furthermore, after monitoring natural gas pricing and margin profitability, we decided to extend the maintenance cycle into the first and second quarters of 2023 and restarted the plant at the end of May 2023.

The following table shows our sales in California Ethanol by product category:

California Ethanol

For the twelve months ended December 31,

Ethanol sales

$ 78,403 $ 165,876

Wet distiller's grains sales

21,963 50,930

$ 104,068 $ 228,194

California Dairy Renewable Natural Gas:

Our facilities as of December 31, 2023, consist of seven anaerobic digesters that process feedstock from dairies into biogas, a 26 -mile collection pipeline leading to a central upgrading hub, and an interconnect to inject the RNG into the utility natural gas pipeline for delivery to customers for use as transportation fuel.

During 2023, Renewable Natural Gas ("RNG") produced at our seven operating dairy digesters was delivered to the regional natural gas pipeline.

In connection with dispensing the RNG, we also began generating and inventorying sellable credits under the federal Renewable Fuel Standard (referred to as "D3 RINs") and the California Low Carbon Fuel Standard credits ("LCFS").

We began selling D3 RINs in the third quarter of 2023 and began selling LCFS credits in the first quarter of 2024.

We recognize revenue from sales of RNG concurrent with our production and injection into the transportation pipeline.

We recognize revenue from sales of D3 RINs and LCFS credits at the time we sell the credits.

Dairy Renewable Natural Gas

For the twelve months ended December 31,

Molecule and RIN sales

$ 5,455 $ 208

India Biodiesel:

We sell products pursuant to purchase orders (written or verbal) or by contract with governmental or international parties, in which performance is satisfied by delivery and acceptance of the physical product.

Given that the contracts are sufficiently similar in nature, we have assessed these contracts as a portfolio of similar contracts as allowed under the practical expedient.

Doing so does not result in a materially different outcome compared to individually accounting for each contract.

All domestic and international deliveries are subject to certain specifications as identified in contracts.

The transaction price is determined based on reference market prices for biodiesel, refined glycerin, and PFAD net of taxes.

Transaction price is allocated to one performance obligation.

The following table shows our sales in India by product category:

India Biodiesel

For the twelve months ended December 31,

Biodiesel sales

$ 74,503 $ 27,041

$ 77,194 $ 28,111

Cost of Goods Sold .

Cost of goods sold includes those costs directly associated with the production of revenues, such as raw material consumed, factory overhead, and other direct production costs.

During periods of idle plant capacity from January to May 2023, costs otherwise charged to cost of goods sold are reclassified to selling, general and administrative expense.

During periods of idle plant capacity at the Keyes plant from January to May 2023, costs otherwise charged to cost of goods sold are reclassified to selling, general and administrative expense.

Shipping and Handling Costs .

When incurred, shipping and handling costs are classified as a component of cost of goods sold in the accompanying consolidated statements of operations.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Research and Development.

Research and development costs are expensed as incurred, unless they have alternative future uses to the Company.

Cash, Cash Equivalents, and Restricted Cash .

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

The Company maintains cash balances at various financial institutions domestically and abroad.

The Federal Deposit Insurance Corporation insures domestic cash accounts.

The Company’s accounts at these institutions may at times exceed federally insured limits.

The Company has not experienced any losses in such accounts.

Amounts included in restricted cash represent those required to be set aside by the AB1 and AB2 Loan Agreements with Greater Nevada Credit Union ("GNCU") and Magnolia Bank, respectively, and will be released at times specified in each agreement.

The following table reconciles cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheet to the total of the same such amounts shown in the statement of cash flows.

December 31, 2023

December 31, 2022

Cash and cash equivalents

$ 2,667 $ 4,313

Restricted cash included in other current assets

Restricted cash included in other assets

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

$ 6,280 $ 6,999

Accounts Receivable.

The Company sells all of its products to J.D.

The California Ethanol segment sells all of its products to J.D.

Heiskell under the J.D.

Heiskell Purchasing Agreement.

Our third -party marketing partners arrange to buy ethanol and WDG generally without requiring collateral and sell directly to customers on a variety of terms including advanced payment terms, based on the size and creditworthiness of the customer.

DCO and CDS are marketed and sold to various customers under the J.D.

Heiskell Purchasing Agreement.

The Comp any sells biodiesel, glycerin, and processed natural oils to a variety of customers and may require advanced payment based on the size and creditworthiness of the customer.

Usually, invoices are due within 30 days on net terms.

Accounts receivable mostly consist of product sales made to large creditworthy customers.

Trade accounts receivable are presented at original invoice amount, net of any allowance for doubtful accounts.

The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues and estimates an allowance for expected credit losses.

The Renewable Natural Gas segment sells all of its products to various customers and may require advance payment based on the size and creditworthiness of the customer.

The India Biodiesel segment sells biodiesel, glycerin, and processed natural oils to a variety of customers and may require advanced payment based on the size and creditworthiness of the customer.

Accounts receivable mostly consist of product sales made to large creditworthy customers, most with various payment terms from 0 - 30 days.

Trade accounts receivable are presented at original invoice amount, net of any allowance for credit losses.

The Company maintains an allowance for credit losses for balances that appear to have specific collection issues and estimates an allowance for expected credit losses.

The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals.

If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question.

Delinquent accounts receivables are charged against the allowance for doubtful accounts once un-collectability has been determined.

If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a credit loss is recorded for the balance in question.

Delinquent accounts receivables are charged against the allowance for credit losses once un-collectability has been determined.

The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer.

If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required.

As of December 31, 2024, the allowance for credit losses was $ 36 thousand.

Inventories .

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Other current assets .

The other current assets contain input tax credits of $ 1.6 million, employee advance receivables of $ 69 thousand, and advances to customers of $ 1.2 million by our India biodiesel segment.

Variable Interest Entities.

We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other interests in is considered a variable interest entity (VIE).

We consolidate VIEs when we are the primary beneficiary.

The primary beneficiary of a VIE is the party that meets both of the following criteria:

( 1 ) has the power to make decisions that most significantly affect the economic performance of the VIE;

and ( 2 ) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary.

If we are not the primary beneficiary in a VIE, we account for the investment or other interests in a VIE in accordance with applicable GAAP.

Other current assets contain input tax credits of $ 2.1 million and advances to staff and vendors of $ 0.3 million by our India biodiesel segment.

Property, Plant and Equipment.

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(Tabular data in thousands, except par value and per share data)

Grants Received.

California Energy Commission Low-Carbon Fuel Production Program .

The Company has been awarded $ 4.2 million in matching grants from the California Energy Commission Low-Carbon Fuel Production Program (“LCFPP”).

The LCFPP grant reimburses the Company for costs to design, procure, and install processing facility to clean-up, measure and verify negative-carbon intensity dairy renewable natural gas fuel at the production facility in Keyes, California.

The Company has received $ 3.8 million from the LCFPP as of December 31, 2023 , as reimbursement for actual costs incurred.

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Department of Food and Agriculture Dairy Digester Research and Development Grant .

In 2 019, the Company was awarded $ 3.2 million in matching grants from the California Department of Food and Agriculture (“CDFA”) Dairy Digester Research and Development program.

The CDFA grant reimburses the Company for costs required to permit and construct two of the Company’s biogas capture systems under contract with central California dairies.

The Company received all the awarded grant proceeds as of the second quarter of 2021.

In October 2020, the Company was awarded $ 7.8 million in matching grants from the CDFA Dairy Digester Research and Development program.

The CDFA grant reimburses the Company for costs required to permit and construct six of the Company’s biogas capture systems under contract with central California dairies.

The Company has received $ 6.2 million from the CDFA 2020 grant program as of December 31, 2023 , as reimbursement for actual costs incurred.

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Energy Commission Low Carbon Advanced Ethanol Grant Program.

In May 2019, the Company was awarded the right to receive reimbursements from the California Energy Commission Community-Scale and Commercial-Scale Advanced Biofuels Production Facilities grant under the Alternative and Renewable Fuel and Vehicle Technology Program in an amount up to $ 5.0 million (the “CEC Reimbursement Program”) in connection with the Company’s expenditures toward the development of the Riverbank Cellulosic Ethanol Facility.

To comply with the guidelines of the CEC Reimbursement Program, the Company must make a minimum of $ 7.9 million in matching contributions to the Riverbank project.

The Company receives funds under the CEC Reimbursement Program for actual expenses incurred up to $ 5.0 million as long as the Company makes the minimum matching contribution.

Given that the Company has not made the minimum matching contribution, the California Energy Commission did not extend the due date and would not move forward with this grant program.

Given the nature of the project, the grant for reimbursement of capital expenditures of $ 1.7 million is presented with other current liabilities as of December 31, 2023 and 2022

Department of Food and Agriculture Forest Service Grant.

Aemetis Advanced Products Keyes (“AAPK”) has been awarded $ 245 thousand in matching grants from the U.S.

Department of Food and Agriculture Forest Service (“US Forest Service”) under the Wood Innovation and Community Wood program.

The grant reimburses the Company for continued development of technologies and processes to valorize forest waste for the production of cellulosic ethanol.

AAPK has received $ 166 thousand from the US Forest Service as reimbursement for actual allowable program costs incurred through December 31, 2023 .

California Energy Commission Grant for Solar Microgrid, DSC and Battery Backup System.

Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded an $ 8.0 million grant to design, construct and commission a grid-connected 1.56 MW photovoltaic microgrid and 1.25MW/2.5MWh Battery Energy Storage System integrated with an artificial intelligence-driven distributed control system (DCS).

The grant requires $ 1.6 million in matching contribution in which the Company has made.

AAFK received $ 4.4 million in grant funds from this program as reimbursement for actual expenditures incurred through December 31, 2023 .

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Department of Forestry and Fire Protection Grant.

AAPK has been awarded $ 2 million in matching grants from the CAL FIRE Business and Workforce Development Grant Program (“CAL Fire”) in May 2022.

This CAL Fire grant program reimburses AAPK for costs to design, construct, and commission a 2 million gallon per year cellulosic ethanol facility that will convert conifer biomass from forested regions of the Sierra Nevada into an ultra‐low carbon biofuel derived from 100% forest biomass (“CAL Fire Conversion Program”).

AAPK must contribute $ 5.8 million in cost share contributions to the project to receive grant proceeds.

AAPK has received no grant funds from the CAL Fire Conversion Program as reimbursement for actual costs through December 31, 2023 .

California Department of Forestry and Fire Protection Grant.

AAPK has been awarded $ 500 thousand in grants from CAL Fire in May 2022.

This CAL Fire grant program reimburses AAPK for costs to advance a new‐to‐the world technology that circumvents current limitations surrounding the extraction of cellulosic sugars by pioneering a novel route for deconstructing woody biomass using ionic liquids (“CAL Fire Extraction Program”).

AAPK has received no grant funds from the CAL Fire Extraction Program as reimbursement for actual costs through December 31, 2023 .

Forest Service Community Wood Grant.

Aemetis Advanced Products Riverbank (“AAPR”) has been awarded $ 642 thousand in matching grants from the U.S Forest Service Wood Innovations Program (“USFS”) in May 2022.

The USFS grant program reimburses AAPR for costs to design, construct, and commission a plant to produce cellulosic ethanol using preliminary research and development in partnership with the Joint Bioenergy Institute (JBEI).

USFS grant funds will be used to complete the FEL- 3 design phase of the entire process, construct a biomass pretreatment unit to extract sugars at the Aemetis Riverbank site and ferment sugars into ethanol at the Keyes Plant.

AAPR must contribute $ 2.4 million in cost share contributions to the project to receive grant proceeds.

AAPK has received no grant funds from the USFS grant program as reimbursement for actual costs through December 31, 2023 .

USDA Biofuel Producer Program Grant.

During the second quarter of 2022, a grant in the amount of $ 14.2 million was received from the USDA’s Biofuel Producer Program, created as part of the CARES Act, to compensate biofuel producers who experienced market losses due to the COVID- 19 pandemic.

This was recorded in the other expense (income) section of the Consolidated Statements of Operations and Comprehensive Loss.

California Energy Commission Grant for Mechanical Vapor Recompression System.

Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded a $ 6.0 million grant to design, construct and commission a mechanical vapor recompression (MVR) system.

The additional evaporation stages will eliminate natural gas consumption and related greenhouse gas emissions in the evaporation portion of the process by installing metering equipment and software to monitor and optimize the plant’s energy consumption.

The MVR system will compress vapor to a higher pressure and temperature so that it can be recycled multiple times as steam heat in the evaporation process, which will dramatically reduce natural gas use.

The grant requires $ 5.3 million in matching contributions.

AAFK has received no grant funds from this program as reimbursement for actual expenditures incurred through December 31, 2023 .

Due to the uncertainty associated with the approval process under the grant program, the Company will recognize future grant proceeds received as a reduction of costs in the period when payment is received.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

PG&E A2313 Pipeline Interconnection Recovery Grant.

In February 2023, Aemetis Biogas received $ 5 million from Pacific Gas and Electric (PG&E) as part of qualification under a California Public Utility Commission Biomethane incentive program reimbursing actual Aemetis Biogas costs to interconnect biogas cleanup hub with PG&E utility pipeline.

Incentive payment earned after validating renewable natural gas flowed into PG&E interconnect successfully for required period of time.

Pacific Gas and Electric SEM Manufacturer ’ s Incentive Program.

During the fourth quarter of 2022, AAFK received $ 374 thousand in PG&E SEM Incentive Program reimbursements for installing more efficient beer feed heat exchangers.

Third party consultants verified the reduction in natural gas usages from the new heat exchangers to obtain the incentive program funds.

Investment Tax Credits.

In the third quarter of 2023, the Company sold to a third -party purchaser certain transferrable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the California Dairy Renewable Natural Gas segment.

The Company accounted for the ITC sale in accordance with ASC 740 by electing the flow-through method.

The net value of the tax credits sale of $ 55.2 million is recorded as an income tax benefit in the income statement for the period ending December 31, 2023.

The cash was received in October 2023, and it was used to make certain principal and interest payments on revolving notes and Series A preferred financing.

In the third quarter of 2023 and the fourth quarter of 2024, the Company sold to third -party purchasers certain transferrable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the California Dairy Renewable Natural Gas segment and the Keyes Plant solar microgrid.

The Company accounted for the ITC sales in accordance with ASC 740 by electing the flow-through method.

For the years ended December 31, 2024 and 2023, the contractual net proceeds of the tax credits sales of $ 12.3 million and $ 55.2 million, respectively, are recorded as an income tax benefit.

The proceeds for the third quarter 2023 sale were received in October 2023.

The proceeds for the fourth quarter 2024 sale were received in January 2025 and presented on the balance sheet as "Tax credit sale receivable" as of December 31, 2024.

Income Taxes .

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Changes to these estimates or a change in judgment may have a material impact on the Company’s tax provision in a future period.

In 2018, the Company adopted certain tax accounting policies related to the new global intangible low-taxed income (“GILTI”) provisions under the Tax Cuts and Jobs Act such that the Company will:

( 1 ) account for all GILTI related book-tax differences as period costs and ( 2 ) use the Incremental Cash Tax Savings approach in evaluating its valuation allowance assessment related to the GILTI inclusion.

In 2018, the Company adopted certain tax accounting policies related to the new global intangible low-taxed income (“GILTI”) provisions under the Tax Cuts and Jobs Act such that the Company:

( 1 ) accounts for all GILTI related book-tax differences as period costs and ( 2 ) uses the Incremental Cash Tax Savings approach in evaluating its valuation allowance assessment related to the GILTI inclusion.

Basic and Diluted Net Income (Loss) per Share.

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Diluted net loss per share reflects the dilution of common stock equivalents such as options, convertible preferred stock, debt and warrants to the extent the impact is dilutive.

As the Company incurred a net loss for the years ended December 31, 2023 and 2022 , potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive.

The Company incurred a net loss for the years ended December 31, 2024 and 2023 , so potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive.

The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of December 31, 2024 and 2023:

1 unchanged sentence

December 31, 2023

Series B preferred (post split basis)

Common stock options and warrants

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Fair Value of Financial Instruments.

Financial instruments include accounts receivable, accounts payable, accrued liabilities, current and non-current portion of subordinated debt, notes payable, Series A preferred units, and long-term debt.

The Company's significant financial instruments with fair value considerations include current and non-current portion of subordinated debt, notes payable, Series A preferred units, and long-term debt.

Due to the unique terms of our notes payable and long-term debt and the financial condition of the Company, the fair value of the debt is not readily determinable.

6 unchanged sentences

Commitments and Contingencies.

We record and/or disclose commitments and contingencies in accordance with ASC 450 Contingencies .

ASC 450 applies to an existing condition, situation, or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur.

We record and/or disclose commitments and contingencies as they relate to existing conditions, situations, or sets of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur.

Convertible Instruments.

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Troubled Debt Restructuring Accounting.

The evaluation for troubled debt restructuring includes assessing whether the creditor granted a concession.

The evaluation for troubled debt restructuring includes assessing whether financial difficulties are present and then whether the creditor granted a concession.

To determine this, we calculate the post-restructuring effective interest rate by projecting cash flows on the new terms and calculating a discount rate equal to the carrying amount of pre-restructuring debt and comparing this calculation to the terms of prior amendments.

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Debt Modification Accounting .

The Company evaluates amendments to its debt in accordance with ASC 540 - 50 Debt – Modification and Extinguishments for modification and extinguishment accounting.

The Company evaluates amendments to its debt not accounted for as troubled debt restructuring in accordance with ASC 470 - 50 Debt – Modification and Extinguishments for modification and extinguishment accounting.

This evaluation includes comparing the net present value of cash flows of the new debt to the old debt to determine if changes greater than 10 percent occurred.

In instances where the net present value of future cash flows changed more than 10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company.

Recently Adopted Accounting Pronouncements .

In instances where the net present value of future cash flows changes more than 10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company, and if less than 10 percent, the Company applies modification accounting by amending the carrying value of debt and costs and amortizing over the remaining life of the loan.

Recent Accounting Pronouncements .

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses that are regularly provided to the CODM.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023 - 07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

The amendments are effective for the Company’s annual periods beginning January 1, 2024, and for interim periods within fiscal years beginning January 1, 2025.

Retrospective application is required, with early adoption permitted.

The Company is currently evaluating the impact ASU 2023 - 07 will have on its consolidated financial statements.

Retrospective application is required.

The Company has now implemented this ASU as presented in Note 13.

Segment Information.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

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The amendments are effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the impact ASU 2023 - 09 will have on its consolidated financial statements.

The company will implement ASU 2023 - 09 for the year ended December 31, 2025.

In November 2024, FASB issued ASU No.

2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses.

ASU 2024 - 03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating ASU 2024 - 03 to determine the impact on the Company's disclosures.

There were no other recently issued and effective authoritative guidance that are expected to have a material impact on the Company’s Consolidated Financial Statements through the reporting date.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of

three months or less to be cash equivalents.

The Company maintains cash balances at various financial institutions domestically and abroad.

The Federal Deposit Insurance Corporation insures domestic cash accounts.

The Company’s accounts at these institutions

may at times exceed federally insured limits.

The Company has

not experienced any losses in such accounts.

Amounts included in restricted cash represent those required to be set aside by the

AB2 Loan Agreements with Greater Nevada Credit Union ("GNCU") and Magnolia Bank, respectively, and will be released at times specified in each agreement.

The following table reconciles cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheet to the total of the same such amounts shown in the statement of cash flows.

December 31, 2024

December 31, 2023

Cash and cash equivalents

$ 898 $ 2,667

Restricted cash included in other current assets

Restricted cash included in other assets

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

$ 3,831 $ 6,280

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Inventories consist of the following:

7 unchanged sentences

$ 25,442 $ 18,291

As of December 31, 2023 and December 31, 2022 , the Company recognized a lower of cost or net realizable value of $ 58 thousand and $ 0.1 million respectively, related to inventory.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

As of December 31, 2024 and December 31, 2023 , the Company recognized a lower of cost or net realizable value adjustment of $ 112 thousand and $ 58 thousand respectively, related to inventory.

Property, Plant and Equipment

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Machinery and equipment

14,982 15,209

Construction in progress

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The Company recorded depreciation expense of approximat ely $ 8.3 million and $ 6.9 million respectively, for the years ended December 31, 2024 and 2023 .

Debt consists of the notes from the Company’s senior lender, Third Eye Capital, acting as Agent for the Purchasers (Third Eye Capital), other working capital lenders and subordinated lenders as follows:

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Debt consists of the following:

December 31, 2024

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Third Eye Capital revolving notes Series B

68,476 54,412

Third Eye Capital revenue participation term notes

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26,302 23,486

Construction Loan

Third Eye Capital Short term promissory note

Construction loans

48,235 41,024

Cilion shareholder seller notes payable

Cilion shareholder purchase obligation

Subordinated notes

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39,020 42,211

EB-5 broker note

Working capital loans

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$ 247,527 $ 257,693

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Third Eye Capital Note Purchase Agreement

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and Aemetis Advanced Fuels Keyes, Inc.

(“AAFK”), entered into an Amended and Restated Note Purchase Agreement with Third Eye Capital (the “Note Purchase Agreement”).

(“AAFK”), 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 extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $ 7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”);

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and (iv) senior secured term loans in an aggregate principal amount of $ 15.0 million (the “Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc.

(the Term Notes, Revolving Credit Facility, Revenue Participation Term Notes and Acquisition Term Notes are referred to herein collectively as the “Original Third Eye Capital Notes”).

On March 8, 2022, Third Eye Capital agreed to the Limited Waiver and Amendment No.

22 to the Note Purchase Agreement (“Amendment No.

(i) provide a waiver for the Blocked Account Agreement Violation in which the Borrowers failed to deliver Blocked Account Control Agreements by December 31, 2021, ( ii) provide for a waiver for the Subordinated Debt Violation, in which the Company made a repayment to a Subordinated Debt lender, and (iii) provide for a waiver of the consolidated unfunded capital expenditures covenant for the quarters through December 31, 2021.

As consideration for such waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $ 0.1 million in cash.

On May 11, 2022, Third Eye Capital agreed to the Limited Waiver and Amendment No.

23 to the Note Purchase Agreement (“Amendment No.

(i) provide a waiver for the Blocked Account Agreement Violation in which the Borrowers failed to deliver Blocked Account Control Agreements by March 31, 2022, ( ii) provide for a waiver of the ratio of note indebtedness covenant for the quarter ended March 31, 2023 and (iii) provide for a waiver of the unfunded capital expenditures covenant for the quarter ended March 31, 2022 in which the Company exceeded the $ 100,000 capital expenditures limit.

As consideration for such amendment and waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $ 0.1 million.

On August 8, 2022, Third Eye Capital agreed to Limited Waiver and Amendment No.

24 to the Note Purchase Agreement ("Amendment No.

(i) provide that the maturity date of the Third Eye Capital Notes may be further extended at our election to April 1, 2024 in exchange for an extension fee equal to 1 % of the Note Indebtedness in respect to each Note, provided that such fee may be added to the outstanding principal balance of each Note on the effective date of each such extension, and (ii) provide for a waiver for certain covenant defaults.

As consideration for such amendment and waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $ 0.3 million in cash (the "Amendment No.

On March 6, 2023, Third Eye Capital agreed to the Limited Waiver and Amendment No.

25 to the Note Purchase Agreement (“Amendment No.

provide a waiver for the Keyes Plant Minimum Quarterly Production violation for the quarter ended March 31, 2023, in which the Borrowers did not meet the 10 -million-gallon production requirement.

As consideration for such waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $ 0.1 million in cash.

On May 4, 2023, Third Eye Capital agreed to the Limited Waiver and Amendment No.

26 to the Note Purchase Agreement (“Amendment No.

provide a waiver for (i) the Keyes Plant Minimum Quarterly Production violation for the quarter ended June 30, 2023, in which the Borrowers did not meet the minimum production of 10 million gallons requirement and (ii) the lender agrees to waive the cash payment of certain fees which are required by the Third Eye Capital Notes and allowed these fees to be added to the outstanding balance of the Revolving Notes.

As consideration for such waivers, the borrowers also agreed to pay Third Eye Capital an amendment and waiver fee of $ 0.1 million.

We evaluated the terms of Amendment No.

26 and the maturity date extension in accordance with ASC 470 - 50 Debt – Modification and Extinguishment and ASC 470 - 60 Troubled Debt Restructuring and applied modification accounting treatment.

On May 16, 2023, Third Eye Capital agreed to the Limited Waiver and Amendment No.

27 to the Note Purchase Agreement (“Amendment No.

(i) provide that the maturity date of the Third Eye Capital Notes may be further extended at our election to April 1, 2025 in exchange for an extension fee equal to 1 % of the Note Indebtedness in respect to each Note, provided that such fee may be added to the outstanding principal balance of each Note on the effective date of each such extension, (ii) create a new series of Revolving Notes ("Revolving Notes Series B"), and (iii) provide for the issuance of new Revolving Notes Series B to facilitate the funding.

As consideration for such waivers, the borrowers also agreed to pay Third Eye Capital an amendment fee of $ 0.5 million, by adding the balance to the Revolving Notes Series B and issued a warrant exercisable for 80,000 shares of the Company's common stock with an exercise price of $ 2.00 per each share issuable under the warrant.

We evaluated the terms of Amendment No.

27 in accordance with ASC 470 - 50 Debt – Modification and Extinguishment and ASC 470 - 60 Troubled Debt Restructuring and applied modification accounting treatment.

According to ASC 470 - 10 - 45 Debt–Other Presentation Matters, if it is probable that the Company will not be able to cure the default at measurement dates within 12 months, the related debt needs to be classified as current.

To assess this guidance, the Company performed ratio and cash flow analysis using its cash flow forecast and debt levels for plant to debt ratio covenant over the next four quarters.

The Company forecasted sufficient cash flows to reduce debt levels of Third Eye Capital and meet the operations of the Company.

Based on this analysis, the Company believes that it is reasonably possible that through a combination of cash flows from operations, EB- 5 investments, and proceeds from the sale of common stock, it will be able to meet the ratio of the note indebtedness covenant during the relevant period.

In addition, in February 2024, Aemetis extended the maturity date by one year to April 1, 2025.

As such, the notes are classified as long-term debt as of December 31, 2023.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

On March 25, 2024, the Company and Third Eye Capital Corporation entered into a “Limited Waiver and Amendment No.

28 to Amended and Restated Note Purchase Agreement” (“Amendment No.

28” ) that (i) revised the loan covenant related to Keyes plant note indebtedness to exclude certain draws on Third Eye credit facilities and to exclude the "Redemption Fee," as defined in the Amended and Restated Note Purchase Agreement, and (ii) changed the maximum ratio of Note Indebtedness to the Keyes Plant market value to 120%.

As consideration for Amendment No.

28, the Company agreed to pay Third Eye Capital an amendment fee of $ 0.1 million.

We will evaluate the terms of Amendment No.

28 in accordance with ASC 470 - 50 Debt – Modification and Extinguishment.

On March 6, 2020, we entered into a one -year reserve liquidity facility governed by a promissory note, payable to Third Eye Capital Corporation, in the principal amount of $ 18 million.

On March 14, 2021, Third Eye Capital agreed to increase the amount available under the reserve liquidity facility to $ 70.0 million.

On August 9, 2021, Third Eye Capital agreed to decrease the amount available under the reserve liquidity notes governed by a promissory note to $ 40.0 million.

On March 25, 2024, the Company and Third Eye Capital entered into a "Seventh Amended and Restated Promissory Note" that increased the amount available under the Company's reserve liquidity facility to $ 85 million and extended the maturity date to April 1, 2025.

Borrowings under the Note are available until maturity on April 1, 2025.

Interest on borrowed amounts accrues at a rate of 30 % per annum, to be paid monthly in arrears, or 40 % if an event of default has occurred and continues.

Interest payments due may be capitalized into the principal balance of the Note.

The Company will pay a standby fee of 2 % per annum of the difference between the aggregate principal outstanding under the Note and the commitment, payable monthly arrears in either cash or stock.

The Note also requires the Company to pay a fee in the amount of $ 0.5 million in connection with a request for an advance on the Note, provided that such fee may be added to the principal amount of the Note.

The outstanding principal balance of the indebtedness evidenced by the Note, plus any accrued but unpaid interest and any other sums due thereunder, is due and payable in full on April 1, 2025.

In addition, the Company must make payments on the Note with funds received from the closing of certain new debt or equity financing or transactions, as described in the Note.

The Note is secured by liens and security interests upon the property and assets of the Company.

Terms of Third Eye Capital Notes

On May 16, 2023, Third Eye Capital and the Company entered into a new Revolving Notes Series B agreement related to certain existing principal under the Revolving Credit Facility and for subsequent principal increases.

The Term Notes, Revolving Credit Facility, Revolving Notes Series B, Revenue Participation Term Notes, and Acquisition Term Notes are referred to herein collectively as the "Third Eye Capital Keyes Notes." The Third Eye Capital Keyes Notes have been amended several times, and the current key terms are as follows:

As of December 31, 2024 , the Company had $ 7.2 million in principal and interest outstanding under the Term Notes and $ 29 thousand unamortized debt issuance costs.

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The Revolving Credit Facility accrues interest at the prime rate plus 13.75 % ( 21.25 % as of December 31, 2024 ), payable monthly in arrears.

Interest was accrued and accrued interest from all notes can be capitalized to the Revolving Credit Facility.

The Revolving Credit Facility matures on April 1, 2026.

As of December 31, 2023 , AAFK had $ 21.9 million in principal and interest and waiver fees outstanding under the Revolving Credit Facility and $ 0.9 million unamortized discount issuance costs.

As of December 31, 2024 , there was $ 31.8 million in principal and interest and waiver fees outstanding under the Revolving Credit Facility and $ 0.4 million unamortized discount issuance costs.

Revolving Notes Series B.

The Revolving Notes Series B accrues interest at the prime rate plus 13.75 % ( 22.25 % as of December 31, 2023) payable monthly in arrears.

The Revolving Notes Series B matures on April 1, 2025.

As of December 31, 2023, AAFK had $ 54.8 million in principal and interest and waiver fees outstanding and $ 0.4 million unamortized debt issuance costs under the Revolving Notes Series B.

The Revolving Notes Series B accrue interest at the prime rate plus 13.75 % ( 21.25 % as of December 31, 2024 ) payable monthly in arrears.

The Revolving Notes Series B mature on April 1, 2026.

As of December 31, 2024 , there was $ 68.9 million in principal, interest, and fees outstanding and $ 0.4 million unamortized debt issuance costs under the Revolving Notes Series B.

Revenue Participation Term Notes .

The Revenue Participation Term Note bears interest at 5 % per annum and matures on April 1, 2025.

As of December 31, 2023 , AAFK had $ 12.1 million in principal and interest outstanding on the Revenue Participation Term Notes and $ 81 thousand unamortized discount issuance costs.

The Revenue Participation Term Notes bear interest at 5 % per annum and mature on April 1, 2026.

As of December 31, 2024 , there was $ 12.2 million in principal and interest outstanding on the Revenue Participation Term Notes and $ 43 thousand unamortized discount issuance costs.

Acquisition Term Notes .

The Acquisition Term Notes accrue interest at the prime rate plus 10.75 % ( 18.25 % per annum as of December 31, 2024 and mature on April 1, 2026.

As of December 31, 2023 , Aemetis Facility Keyes, Inc.

had $ 26.8 million in principal and interest and redemption fees outstanding and unamortized discount issuances costs of $ 184 thousand.

The outstanding principal balance includes a total of $ 7.5 million in redemption fees on which interest is not charged.

Reserve Liquidity Notes .

The Reserve Liquidity Notes, with available borrowing capacity in the amount of $ 85.0 million, accrues interest at the rate of 30 % per annum and are due and payable upon the earlier of:

(i) the closing of new debt or equity financings, (ii) receipt from any sale, merger, debt or equity financing, or (iii) April 1, 2025.

We have no borrowings outstanding under the Reserve Liquidity Notes as of December 31, 2023 .

As of December 31, 2024 , there was $ 19.4 million in principal and interest due, $ 7.5 million in outstanding redemption fees, and $ 135 thousand in unamortized discount issuances costs.

Interest is not charged on the $ 7.5 million redemption fee.

Short Term Promissory Note .

In December 2024 the Company borrowed an additional $ 2.0 million from Third Eye Capital and issued a promissory note with 20.5 % interest payable in January 2025.

The company paid this note in full in January 2025 using receipts from Investment Tax Credit sales.

AEMETIS, INC.

1 unchanged sentence

(Tabular data in thousands, except par value and per share data)

The Third Eye Capital Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures.

The terms of the Notes allow the lender to accelerate the maturity in the event of default that could reasonably be expected to have a material adverse effect, such as any change in the business, operations, or financial condition.

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.

The terms of the Notes allow the lender to accelerate the maturity 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 Company has evaluated the likelihood of such an acceleration event and determined such an event to not be probable in the next twelve months.

The Third Eye Capital Notes are secured by first priority liens on all real and personal property of, and assignment of proceeds from all government grants and guarantees from the Company’s North American subsidiaries.

The Third Eye Capital Notes all 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 of its Company shares.

In addition, Eric McAfee provided a blanket lien on substantially all of his personal assets, and McAfee Capital provided a guarantee in the amount of $ 8.0 million.

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 the Company’s 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 $ 10 million plus a pledge of his ownership interest in several personal assets.

Third Eye Capital Revolving Credit Facility for Fuels and Carbon Lines.

On March 2, 2022, GAFI and Aemetis Carbon Capture, Inc.

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 party thereto (the “New Credit Facility”).

The New Credit Facility provides for two credit facilities with aggregate availability of up to $ 100 million, consisting of a revolving credit facility with GAFI for up to $ 50 million (the “Fuels Revolving Line”) and a revolving credit facility with ACCI for up to $ 50 million (the “Carbon Revolving Line” and together with the Fuels Revolving Line, the “Revolving Lines”).

The revolving loans made under the Fuels Revolving Line have a maturity date of March 1, 2025 and will accrue a rate of interest per annum equal to the greater of (i) the prime rate plus 6.00 % and (ii) ten percent ( 10.0 %) ( 14.50 % per annum as of December 31, 2023 , and the revolving loans made under the Carbon Revolving Line will have a maturity date of March 1, 2026 and accrue a rate of interest per annum equal to the greater of (i) the prime rate plus 4.00 % and (ii) eight percent ( 8.0 %) ( 12.50 % per annum as of December 31, 2023 .

The revolving loans made under the Fuels Revolving Line are available for working capital purposes and the revolving loans made under the Carbon Revolving Line are available for projects that reduce, capture, use or sequester carbon with the objective of reducing carbon dioxide emissions.

In connection with the New Credit Facility, the Company agreed to issue to the lender under the New Credit Facility:

(i) warrants entitling the lender to purchase 50,000 shares of common stock of the Company at an exercise price equal to $ 10.20 per share, exercisable for a five -year period from March 2, 2022;

and (ii) warrants entitling holders thereof to purchase 250,000 shares of common stock of the Company, at an exercise price equal to $ 20.00 per share, exercisable for a ten -year period from March 2, 2022.

In addition, under the Fuels Revolving Line, we issued 100,000 shares of common stock to existing note holders under the GAFI note purchase agreement.

The shares were accounted at fair value and are being amortized over the life of the Fuels Revolving Line.

Upon closing of the New Credit Facility, the Company drew on the revolving lines to repay $ 16.0 million on the higher interest rate AAFK Revolving Credit Facility, $ 6.1 million in property taxes, and to fund the capital projects and working capital projects.

As of December 31, 2023 ., GAFI had $ 33.9 million in principal and interest outstanding and $ 1.3 million unamortized debt issuance costs.

As of December 31, 2023 , ACCI had $ 25.2 million in principal and interest outstanding and $ 1.7 million in unamortized debt issuance costs.

Cilion shareholder seller notes payable .

In connection with the Company’s merger with Cilion, Inc., (Cilion) on July 6, 2012, the Company issued $ 5.0 million in notes payable to Cilion shareholders (Cilion Notes) as merger compensation, subordinated to the Third Eye Capital Notes.

The Cilion Notes bear interest at 3 % per annum and are due and payable after the Third Eye Capital Notes have been paid in full.

As of December 31, 2023 , Aemetis Facility Keyes, Inc.

had $ 7.0 million in principal and interest outstanding on the Cilion Notes.

The New Credit Facility provides for two credit lines with aggregate availability of up to $ 100 million, consisting of a revolving credit facility with GAFI for up to $ 50 million (the “Fuels Revolving Line”) and a revolving credit facility with ACCI for up to $ 50 million (the “Carbon Revolving Line” and together with the Fuels Revolving Line, the “Revolving Lines”).

Loans received under the Fuels Revolving Line had a maturity date of March 1, 2025, and accrued interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00 % and (ii) ten percent ( 10.0 %) ( 13.50 % per annum as of December 31, 2024 ).

In March 2025, the Fuels Revolving Line was amended to remove the maturity date and make the note payable upon demand and to change the interest rate to the greater of (i) the prime rate plus 11 % and (ii) fifteen percent ( 15.00 %).

Loans received under the Carbon Revolving Line have a maturity date of March 1, 2026, and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 4.00 % and (ii) eight percent ( 8.0 %) ( 11.50 % per annum as of December 31, 2024 ).

As of December 31, 2024 , GAFI had principal and interest outstanding of $ 41.7 million classified as current debt net of $ 0.4 million unamortized debt issuance costs.

As of December 31, 2024 , ACCI had principal and interest outstanding of $ 2.5 million classified as current debt, $ 24.9 million classified as long-term debt, and $ 1.1 million in unamortized debt issuance costs.

Cilion Purchase Obligation .

In connection with the Company’s merger with Cilion, Inc., ("Cilion") on July 6, 2012, the Company incurred a $ 5.0 million payment obligation to Cilion shareholders ("Cilion Obligation") as merger compensation.

The liability bears interest at 3 % per annum and becomes payable upon satisfaction of specified targets related principally to sales of equity.

As of December 31, 2024 , there was $ 7.2 million in principal and interest outstanding on the Cilion Obligation.

Subordinated Notes.

On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $ 0.9 million and $ 2.5 million in original notes to the investors (Subordinated Notes).

The Subordinated Notes mature every six months.

Upon maturity, the Subordinated Notes are renewable automatically at the Company's election for six month periods with a fee of 10 % added to the balance outstanding plus issuance of warrants exercisable at $ 0.01 with a two -year term.

On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $ 3.4 million in original notes to the investors (“Subordinated Notes”).

The Subordinated Notes mature every six months and the current maturity date is June 30, 2025 .

Upon maturity, the Subordinated Notes are renewable at the Company's election for six -month periods with a fee of 10 % added to the balance outstanding plus issuance of warrants exercisable at $ 0.01 with a two -year term.

Interest accrues at 10 % per annum and is due at maturity.

Neither AAFK nor Aemetis may make any principal payments under the Subordinated Notes until all loans made by Third Eye Capital to AAFK are paid in full.

On January 1, 2023, the maturity on two Subordinated Notes was extended until the earlier of (i) June 30, 2023;

( ii) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants.

A $ 90 thousand and $ 250 thousand cash extension fee was paid by adding the fee to the balance of the new Subordinated Notes and 113 thousand common stock warrants were granted with a term of two years and an exercise price of $ 0.01 per share.

On July 1, 2023, the maturity on two Subordinated Notes was extended until the earlier of (i) December 31, 2023;

( ii) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants.

The Company evaluated the January 1, 2023 and July 1 2023 amendments and the refinancing terms of the notes and applied modification accounting treatment in accordance with ASC 470 - 50 Debt – Modification and Extinguishment.

On January 1, 2024, the maturity on two Subordinated Notes was extended until the earlier of (i) June 30, 2024;

( ii) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

At December 31, 2023 and 2022 , the Company had, in aggregate, the amount of $ 17.6 million and $ 15.9 million in principal and interest outstanding, respectively, under the Subordinated Notes.

As of December 31, 2024 , and 2023 , the Company had, in aggregate, $ 19.4 million and $ 17.6 million in principal and interest outstanding, respectively, under the Subordinated Notes.

EB- 5 promissory notes.

EB- 5 is a U.S.

government program authorized by the Immigration and Nationality Act designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the 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.

The Company 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 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 - 3%.

Each note was issued in the principal amount of $ 0.5 million and due and payable four years from the date of each note, for a total aggregate principal amount of up to $ 36.0 million (the “EB- 5 Phase I funding”).

The original maturity date on the promissory notes can be extended automatically for a one or two -year period initially and is eligible for further one -year automatic extensions as long as there is no notice of non-extension from investors and the investors’ immigration process is in progress.

On February 27, 2019, Advanced BioEnergy, LP, and the Company entered into an Amendment to the EB- 5 Notes which restated the original maturity date on the promissory notes with automatic six -month extensions as long as the investors’ immigration processes are in progress.

Except for six early investor EB- 5 Notes, the Company was granted 12 months from the date of the completion of immigration process to redeem these EB- 5 Notes.

Given the COVID- 19 situation and processing delays for immigration process, Advanced BioEnergy, LP extended the maturity dates for debt repayment based on their projected processing timings as long as the investors don’t give notice of withdrawal or I- 829 gets approved.

Accordingly, the notes have been recognized as long-term debt while investor notes who obtained green card approval have been classified as current debt.

The EB- 5 Notes are convertible after three years at a conversion price of $ 30 per share.

Advanced BioEnergy, LP arranges investments with foreign investors, who each make loans to the Keyes Plant in increments of $ 0.5 million.

The Company has sold an aggregate principal amount of $ 36.0 million of EB- 5 Notes under the EB- 5 Phase I funding since 2012 to the date of this filing.

As of December 31, 2023 , $ 35.5 million has been released from the escrow amount to the Company, with $ 0.5 million remaining to be funded to escrow.

As of December 31, 2023 , $ 37.9 million in principal and interest was outstanding on the EB- 5 Notes sold under the EB- 5 Phase I funding.

On October 16, 2016, the Company launched its EB- 5 Phase II funding, with plans to issue $ 50.0 million in additional EB- 5 Notes on substantially similar terms and conditions as those issued under the Company’s EB- 5 Phase I funding, to refinance indebtedness and capital expenditures of Aemetis, Inc.

and GAFI (the “EB- 5 Phase II funding”).

On November 21, 2019, the minimum investment was raised from $ 0.5 million per investor to $ 0.9 million per investor.

The Company entered into a Note Purchase Agreement dated with Advanced BioEnergy II, LP, a California limited partnership authorized as a Regional Center to receive EB- 5 Phase II funding investments, for the issuance of up to 100 EB- 5 Notes bearing interest at 3 %.

On May 1, 2020 Supplement No.

3 amended the offering documents and lowered the total eligible new EB- 5 Phase II funding investors to 60.

Eight EB- 5 investors have funded at the $ 0.5 million per investor amount, while 52 new EB- 5 Phase II funding investors are eligible at the new $ 0.9 million per investor amount under the current offering.

Job creation studies show additional investors may be possible to increase the total offering amount in the future.

Each new note will be issued in the principal amount of $ 0.9 million and due and payable five years from the date of each note, for a total aggregate principal amount of up to $ 50.8 million.

The Company has sold an aggregate principal amount of $ 4.0 million of EB- 5 Notes under the EB- 5 Phase II funding since 2016 to the date of this filing.

As of December 31, 2023 , $4.0 million has been released from escrow to the Company and $ 46.8 million remains to be funded to escrow.

As of December 31, 2023 , $ 4.3 million was outstanding on the EB- 5 Notes under the EB- 5 Phase II funding.

Working capital loans.

On July 26, 2022, the Company entered into a short-term loan with Secunderabad Oils Limited in an amount not to exceed $ 1.88 million.

On August 1, 2022, the Company entered into a short-term loan with Leo Edibles & Fats Limited in an amount not to exceed $ 1.27 million.

The loans bears interest at 18 % and are payable monthly.

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 $ 30 per share.

Advanced BioEnergy, LP received equity investments from foreign investors, and then Advanced BioEnergy used the invested equity to make loans to the Keyes Plant ownership entities.

The EB- 5 Notes are subordinated to the Company's senior secured debt to Third Eye Capital.

On February 27, 2019, Advanced BioEnergy, LP, and the Company entered into an Amendment to the EB- 5 Notes that modified the stated maturity dates of the EB- 5 Notes to provide automatic six -month extensions as long as the Advance BioEnergy investors’ immigration processes are in progress.

Accordingly, notes derived from Advanced BioEnergy equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy equity provided by investors who have obtained green card approval have been classified as current debt.

In July 2024 in connection with settlement of litigation initiated by a broker engaged by Advanced BioEnergy, we entered into a further amendment of a portion of the EB- 5 notes to reduce the interest rate to 1 % in exchange for the Company entering into a separate promissory note and agreeing to pay the broker certain of Advanced Bioenergy's obligations.

In connection with this amendment, we recognized a gain of $ 162 thousand which is recorded in the Statement of Operations as Other Income.

As of December 31, 2024 and 2023 , $ 34.6 million and $ 37.9 million was outstanding, respectively, on the EB- 5 notes.

On October 16, 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 received $ 4 million in loan funds from Advanced BioEnergy II, LP before certain changes to and expiration of the EB- 5 program prevented further funding.

The federal EB- 5 program was recently reauthorized, and in March 2024, U.S.

Citizenship and Immigration Services approved the Company's project for up to $ 200 million of additional investment using EB- 5 funds.

Under the new rules, the minimum investment is raised from $ 0.5 to $ 0.8 million per investor.

The terms of the EB- 5 Phase II Funding are similar to the terms of the first round of EB- 5 funding.

As of December 31, 2024 and 2023 , $ 4.4 million and $ 4.3 million was outstanding on the notes under the EB- 5 Phase II funding, respectively.

EB- 5 Broker Promissory Note .

In July 2024 we signed a promissory note with a broker engaged by Advanced BioEnergy in an agreement to pay the broker certain of Advanced BioEnergy's obligations.

The note principal was $ 3.3 million, and payable through fourth quarter of 2026 at 0 % interest.

As of December 31, 2024, $ 1.4 million was outstanding as current portion of long-term debt, and $ 1.2 million in other long-term debt.

India Biodiesel Secured and Unsecured Loans.

On November 13, 2023, the Company entered into a secured loan agreement with Secunderabad Oils Limited in an amount not to exceed $ 3.6 million.

The loan is secured by the fixed assets and current assets of the Kakinada Plant and bears interest at 18 % payable monthly.

On November 6, 2023, the Company entered into a short-term loan with Leo Edibles & Fats Limited in an amount not to exceed $ 1.27 million.

The loan bears interest at 18 % and is payable monthly.

The loans are repayable on demand by the lender or within one year from the date of issuance.

The loans are renewable, and the Company can obtain the loan to the extent they paid back.

As of December 31, 2023 and 2022, the Company had $ 3.8 million and none, respectively, under these agreements.

Secured loans .

In the first quarter of 2023, the Company entered into several short-term loans with IndusInd Bank and HDFC Bank.

The loans are secured by fixed deposits made by the Company.

The loans bear interest at rates that range from 6 % to 8 %.

The loans mature between November 15, 2023 and May 3, 2024.

As of December 31, 2023 , and December 31, 2022, the Company had no balance, respectively, under these agreements.

Aemetis Biogas 1 LLC Construction and Term Loans.

The outstanding loan balances as of December 31, 2024 mature on various dates during the fourth quarter of 2025.

As of December 31, 2024 and 2023 , the Company had outstanding balances of $ 5.1 million and $ 3.8 million, respectively, under these agreements.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Aemetis Biogas 1 LLC Term Loan.

On October 4, 2022, the Company entered into a Construction Loan Agreement ( “AB1 Construction Loan”) with Greater Nevada Credit Union (“GNCU”).

Pursuant to the AB1 Construction Loan, the lender made available an aggregate principal of $ 25 million, secured by all personal property collateral and real property collateral of Aemetis Biogas 1 LLC.

The AB1 Construction Loan contained certain financial covenants to be measured as of the last day of each fiscal year end, and annually for the term of the loan.

Pursuant to the AB1 Construction Loan, the lender made available an aggregate principal amount of $ 25 million, secured by all personal property collateral and real property collateral of Aemetis Biogas 1 LLC.

Effective as of December 22, 2023, the AB1 Construction Loan was refinanced and replaced with a term loan ( "AB1 Term Loan").

The AB1 Term Loan is secured by all personal property collateral and real property collateral of Aemetis Biogas 1 LLC.

It bears interest at a rate of 9.25 % per annum, to be adjusted every five years thereafter to equal the five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00 % or (ii) the index floor.

It bears interest at a rate of 9.25 % per annum, to be adjusted every five years to equal the five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00 % or (ii) the index floor.

Other material terms of the loan include:

(i) payments of interest only to be paid in monthly installments beginning January 22, 2024, ( ii) payments of equal combined monthly installments of principal and interest beginning on January 22, 2025, and (iii) a maturity date of December 22, 2042, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable.

AB1 Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan.

The AB1 Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan.

The AB1 Term Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature.

As of December 31, 2023 and December 31, 2022, the Company had $ 25.1 million and none, respectively, outstanding under the AB1 Term Loan.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Aemetis Biogas 2 Construction Loan.

2023, the Company entered into a

second Construction and Term Loan Agreement (

“AB2 Loan") with Magnolia Bank, Incorporated.

Pursuant to the

AB2 Loan, the lender has made available an aggregate principal amount

not to exceed

$ 25 million.

The loan is secured by all personal property collateral and real property collateral of Aemetis Biogas

The loan bears interest at a rate of

8.75 % per annum, to be adjusted every

five years thereafter to equal the

five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus

Other material terms of the

AB2 Loan include:

(i) payments of interest only to be paid in monthly installments beginning

August 15, 2023, ( ii) payments of equal combined monthly installments of principal and interest beginning on

August 15, 2025, and (iii) a maturity date of

July 28, 2043, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable.

AB2 Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end

2025, and annually for the term of the loan.

AB2 Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature.

December 31, 2023 and

December 31, 2022, the Company had

$ 16.8 million and

none, respectively, outstanding and unamortized discount issuances costs of

$ 0.8 million and

none, respectively, under the

As of both December 31, 2024 and December 31, 2023 , the Company had $ 25.1 million in outstanding principal and interest under the AB1 Term Loan.

Aemetis Biogas 2 Construction and Term Loan.

On July 28, 2023, the Company entered into a Construction and Term Loan Agreement ( “AB2 Loan") with Magnolia Bank, Incorporated.

Pursuant to the AB2 Loan, the lender has made available an aggregate principal amount not to exceed $ 25 million.

The loan is secured by all personal property collateral and real property collateral of Aemetis Biogas 2 LLC.

The loan bears interest at a rate of 8.75 % per annum, to be adjusted every five years thereafter to equal the five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00 %.

Other material terms of the AB2 Loan include:

(i) payments of interest only to be paid in monthly installments beginning August 15, 2023, ( ii) payments of equal combined monthly installments of principal and interest beginning on August 15, 2025, and (iii) a maturity date of July 28, 2043, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable.

The AB2 Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan.

The AB2 Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature.

As of December 31, 2024 and December 31, 2023 , the Company had $ 23.9 million and $ 16.8 million, respectively, outstanding and unamortized discount issuances costs of $ 0.8 million and $ 0.8 million, respectively, under the AB2 Loan.

Jessup land acquisition notes .

In connection with the Company's acquisition of land in November 2024, the Company entered into two installment note agreements with private lenders totaling $ 840 thousand with interest accruing at 11.99 %.

As of December 31, 2024 the company owed $ 840 thousand on these notes.

Financing Agreement for capital expenditures.

The Company entered into an agreement with Mitsubishi Chemical America, Inc.

(“Mitsubishi”) to purchase ZEBREX TM membrane dehydration equipment to conserve energy and improve operating efficiencies at the Keyes Plant.

The Company also entered into a financing agreement with Mitsubishi for $ 5.7 million for this equipment.

Payments pursuant to the financing transaction will commence after the installation date and interest will be charged based on the certain performance metrics after operation of the equipment.

After an initial start-up process, process bottlenecks were encountered, and operations were suspended pending further examination and optimization.

We recorded the asset in property, plant and equipment, net and recorded the related liability of $ 2.0 million in short term borrowings and $ 3.8 million in other long-term debt, respectively as of December 31, 2023 .

Debt repayments for the Company’s loan obligations follow:

In 2018, the Company entered into an agreement with Mitsubishi Chemical America, Inc.

(“MCA”) to purchase certain equipment to conserve energy at the Keyes Plant.

The Company is no longer operating the equipment, and in June 2024, entered into an Agreement with MCA to amicably resolve all differences and terminate the 2018 equipment purchase agreement.

As a result, the Company derecognized $ 9.6 million in net property, plant, and equipment;

$ 3.6 million in long-term liabilities;

$ 2.2 million in short-term liabilities and $ 0.2 million in accounts payable from its consolidated condensed balance sheet.

The derecognition resulted in a net $ 3.6 million loss that is included in selling, general and administrative expense on the consolidated condensed statement of operations for the year ended December 31, 2024.

Maturity Date Schedule

Scheduled debt repayments for the Company’s loan obligations by year are as follows:

Twelve months ended December 31,

2 unchanged sentences

Total debt, net of debt issuance costs

Commitments and Contingencies

The Company is a party to operating leases for the Company's corporate office in Cupertino, modular offices, and laboratory facilities.

41 unchanged sentences

13.3 % 13.2 %

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Supplemental balance sheet information related to leases was as follows:

16 unchanged sentences

Total finance lease liabilities

Maturities of operating lease liabilities were as follows:

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Maturities of lease liabilities were as follows:

Year Ended December 31,

10 unchanged sentences

Sublease income is recorded in the other operating income section of the Consolidated Statements of Operations and Comprehensive Loss.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

The components of lease income for the years ended December 31, 2024 and 2023 , were as follows:

5 unchanged sentences

Total future lease commitments

Legal Proceedings

On August 31, 2016, the Company filed a lawsuit in Santa Clara County Superior Court against defendant EdenIQ, Inc.

The lawsuit was based on EdenIQ’s wrongful termination of a merger agreement that would have effectuated the merger of EdenIQ into a new entity that would be primarily owned by Aemetis.

On July 24, 2019, the court awarded EdenIQ a portion of the fees and costs it had sought in the amount of approximately $ 6.2 million and the Company recorded these fees based on the court order.

On May 6, 2022 the parties settled the dispute for $ 4.8 million by entering into a settlement agreement.

The settlement was paid and a gain on litigation of $ 1.4 million was recognized on the income statement in the second quarter of 2022.

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business.

While the ultimate outcome of these matters is not presently determinable, it is in the opinion of management that the resolution of outstanding claims will not have a material adverse effect on the financial position or results of operations of the Company.

Due to the uncertainties in the litigation and settlement process, it is at least reasonably possible that management's view of outcomes will change in the near term.

Aemetis Biogas - Series A Preferred Financing and Variable Interest Entity

On December 20, 2018, ABGL entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair- X Americas, Inc.

(Purchaser), with Third Eye Capital acting as an agent for the sale of 6,000,000 preferred units of ABGL.

ABGL is authorized to issue 11,000,000 common units, and up to 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”).

ABGL issued 6,000,000 common units to the Company at $ 5.00 per common unit for a total of $ 30,000,000 in funding.

Additionally, 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Purchaser upon certain triggering events discussed below.

Prior to August 8, 2022, the Preferred Unit Purchase Agreement included (i) preference payments of $ 0.50 per unit on the outstanding Series A Preferred Units commencing on the second anniversary, with any outstanding preference payments subject to interest at 10 percent per annum (ii) conversion rights for up to 1,200,000 common units or up to maximum number of 5,000,000 common units (also at a one Series A Preferred Unit to one common unit basis) if certain triggering events occur, (iii) one board seat of the three available to be elected by Series A Preferred Unit holders, (iv) mandatory redemption value at $ 15 per unit payable at an amount equal to 75 % of free cash flow generated by ABGL, up to $ 90 million in the aggregate (if all units are issued), (v) full redemption of the units on the sixth anniversary, (vi) minimum cash flow requirements from each digester, and (vii) $ 0.9 million paid as fees to the Agent from the proceeds.

Until paid, the obligations of ABGL under the Preferred Unit Agreement are secured by the assets of ABGL in an amount not to exceed the sum of (i) $ 30,000,000 , plus (ii) all interest, fees, charges, expenses, reimbursement obligations and indemnification obligations of ABGL.

Prior to August 8, 2022, triggering events would be deemed to occur upon ABGL’s failure to redeem units, comply with covenants, any other defaults or cross defaults, or to perform representations or warranties.

Upon a triggering event:

(i) the obligation of the Purchaser to purchase additional Series A Preferred Units is terminated, (ii) cash flow payments for redemption payments increases from 75 % to 100 % of free cash flows, and (iii) total number of common units into which preferred units may be converted increases from 1,200,000 common units to 5,000,000 common units on a one for one basis.

As of December 31, 2023 , ABGL has not generated minimum quarterly operating cash flows by operating the dairies.

As a result of the violation of this covenant, free cash flows, when they occur, may be applied for redemption payments at the increased rate of 100% instead of the initial rate of 75% of free cash flows.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

From inception of the agreement to August 8, 2022, ABGL issued 3,200,000 Series A Preferred Units in the first tranche for a value of $ 16.0 million and also issued 2,800,000 of Series A Preferred Units in a second tranche for a value of $ 14.0 million, reduced by a redemption of 20,000 Series A Preferred Units for $ 0.3 million.

On August 8th, 2022, ABGL entered into a Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Amendment") providing for:

(i) a waiver of certain covenants prohibiting the internal reorganization of ABGL subsidiaries and the incurrence of indebtedness by ABGL and its subsidiaries pursuant to a USDA loan;

(ii) a waiver of certain operational defaults under the PUPA;

and (iii) an amendment which (a) requires ABGL to redeem all of the outstanding Series A Preferred Units by December 31, 2022, ( the “Final Redemption Date”) for $ 116 million;

and (b) provides ABGL the right to redeem all of the outstanding Series A Preferred Units by September 30, 2022, for $ 106 million.

The PUPA Amendment further provides the failure to redeem the Series A Preferred Units by the Final Redemption Date would constitute a triggering event requiring ABGL to enter into a credit agreement with Protair and Third Eye Capital effective as of January 1, 2023.

We evaluated the terms of the PUPA Amendment and applied extinguishment accounting treatment in accordance with ASC 470 - 50 Debt – Modification and Extinguishment and recorded a loss on extinguishment of $ 49.4 million.

On January 1, 2023, ABGL entered into the Second Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Second Amendment") providing for:

(i) a waiver for not redeeming all Series A Preferred Units by December 31, 2022, and (ii) the right by ABGL to redeem all of the outstanding Series A Preferred Units by May 31, 2023, for an aggregate redemption price of $ 125 million.

The PUPA Second Amendment further provides that failure to redeem the Series A Preferred Units by the redemption date, ABGL is required to enter into a credit agreement with Protair and Third Eye Capital effective as of June 1, 2023 and maturing on May 31, 2024, in substantially the form attached to the PUPA Second Amendment.

We determined that Third Eye Capital provided a concession to redeem the preferred shares at lower effective borrowing rate than the credit agreement interest rate or prior amendment rate.

In accordance with the provisions of ASC 470 - 60 Troubled Debt Restructuring, we applied troubled debt restructuring accounting, resulting in no gain or loss from the application of this accounting.

In addition, given that the Company could turn the agreement into a credit agreement, the Company began accreting the redemption price from an initial carrying value at December 31, 2022, of $ 116.0 million to $ 159.0 million over the seventeen months ending May 31, 2024.

On May 31, 2023, ABGL entered into the Third Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Third Amendment") providing:

(i) a waiver to ABGL for not redeeming all Series A Preferred Units by May 31, 2023 and (ii) the right by ABGL to redeem all of the outstanding Series A Preferred Units by August 31, 2023, for an aggregate redemption price of $ 135 million.

The PUPA Third Amendment further provides that failure to redeem the Series A Preferred Units by the redemption date, ABGL is required to enter into a credit agreement with Protair and Third Eye Capital effective, as of September 1, 2023 and maturing on August 31, 2024, in substantially the form attached to the PUPA Third Amendment.

We determined that Third Eye Capital provided a concession to redeem the preferred shares at lower effective borrowing rate than the credit agreement interest rate or prior amendment rate.

In accordance with the provisions of ASC 470 - 60 Troubled Debt Restructuring, we applied troubled debt restructuring accounting, resulting in no gain or loss from the application of this accounting.

In addition, given that the Company could turn the agreement into a credit agreement, the Company is accreting these tranches from a carrying value at May 31, 2023 of $ 127.2 million to $ 171.7 million over the fifteen months ending August 31, 2024.

On October 6, 2023, ABGL partially repaid $ 30 million of Series A Preferred Units using the partial proceeds from tax credit sale of $ 55.2 million.

On November 8, 2023, ABGL entered into the Fourth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Fourth Amendment") providing:

(i) a waiver to ABGL for not redeeming all Series A Preferred Units by August 31, 2023 and (ii) the right by ABGL to redeem all of the outstanding Series A Preferred Units by December 31, 2023, for an aggregate redemption price of $ 108 million which included $ 5.5 million closing fee.

The PUPA fourth Amendment further provides that failure to redeem the Series A Preferred Units by the redemption date, ABGL is required to enter into a credit agreement with Protair and Third Eye Capital effective, as of January 1, 2024 and maturing on December 31, 2024, in substantially the form attached to the PUPA fourth Amendment.

We determined that Third Eye Capital provided a concession to redeem the preferred shares at lower effective borrowing rate than the credit agreement interest rate or prior amendment rate.

In accordance with the provisions of ASC 470 - 60 Troubled Debt Restructuring, we applied troubled debt restructuring accounting, resulting in no gain or loss from the application of this accounting.

In addition, given that the Company could turn the agreement into a credit agreement, the Company began accreting the redemption price from a carrying value at November 8, 2023 of $ 110.6 million to $ 130.0 million over the period ending December 31, 2024.

On February 8, 2024, ABGL entered into the Fifth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Fourth Amendment") providing:

(i) a waiver to ABGL for not redeeming all Series A Preferred Units by December 31, 2023 and (ii) the right by ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2024, for an aggregate redemption price of $ 111.0 million which includes a closing fee of $ 5.5 million.

The PUPA Fifth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair and Third Eye Capital effective as of May 1, 2024 and maturing April 30, 2025, in substantially the form attached to the PUPA fifth Amendment.

We will evaluate the PUPA fifth amendment according to ASC 470.

Based on the terms of the PUPA Fifth Amendment, the deferred PUPA redemption balance is classified as long term liability as of December 31, 2023.

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 Technologies Inc., with Third Eye Capital acting as an agent.

ABGL is authorized to issue 11,000,000 common units and 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”).

ABGL issued 6,000,000 common units to Aemetis, Inc.

at a value of $ 5.00 per common unit, and 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events.

From inception of the agreement through 2022, ABGL issued 6,000,000 Series A Preferred Units in exchange for $ 30.0 million in funding, reduced by a redemption of 20,000 Series A Preferred Units for $ 0.3 million.

The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, in addition to several operating covenants.

Between inception and December 31, 2024, the agreement has been amended multiple times to extend the redemption date along with associated changes to key terms, with each modification treated as a troubled debt restructuring under ASC 470 - 60 with no gain or loss recorded.

On November 6, 2024, ABGL entered into an agreement entitled Seventh Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Seventh Amendment") with an Effective Date of August 31, 2024, that provided, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by January 31, 2025, for an aggregate redemption price of $ 115.5 million.

The PUPA Seventh Amendment further provided that if ABGL did not redeem the Series A Preferred Units by the redemption date, ABGL would enter into a credit agreement with Protair- X Technologies Inc.

and Third Eye Capital effective as of February 1, 2025, and maturing January 31, 2026, in substantially the form attached to the PUPA Seventh Amendment and specified that entry of the credit agreement would satisfy the obligation to redeem the units.

The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0 % and (ii) 16.0 %.

We determined that Third Eye Capital provided a concession to redeem the preferred shares at lower effective borrowing rate than the credit agreement interest rate of the prior amendment rate.

In accordance with the troubled debt restructuring provisions of ASC 470, we did not record any gain or loss from the entry of the PUPA Seventh Amendment and we began accreting the redemption price from a carrying value of $ 124.9 million to $ 137.9 million over the period ending January 31, 2026.

In March 2025, ABGL entered into an agreement entitled Eighth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Eighth Amendment") with an Effective Date of January 31, 2025, that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2025, for an aggregate redemption price of $ 114.8 million.

The PUPA Eighth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair- X Technologies Inc.

and Third Eye Capital effective as of May 1, 2025, and maturing April 30, 2026, in substantially the form attached to the PUPA Eighth Amendment and specifies that entry of the credit agreement will satisfy the obligation to redeem the Series A Preferred Units.

The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0 % and (ii) 16.0 %.

We will evaluate the PUPA Eighth Amendment according to ASC 470.

The Company recorded Series A Preferred Unit liabilities of $ 126.6 million and $ 113.2 million as long-term liabilities as of December 31, 2024 and 2023 , respectively.

AEMETIS, INC.

1 unchanged sentence

(Tabular data in thousands, except par value and per share data)

The Company recorded carrying value of Series A Preferred Unit liabilities as long-term liabilities of $ 113.2 million and $ 116.0 million as of December 31, 2023 and 2022 , respectively.

Variable interest entity assessment

3 unchanged sentences

Through the Company's ownership interest in all of the outstanding common stock, its current ability to control the board of directors, the management fee paid to Aemetis 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.

Total assets, before intercompany eliminations, of ABGL as of December 31, 2023 were $ 90.3 million which serve as collateral for the Series A Preferred Units.

Stockholders ’ Equity

ABGL's total assets before intercompany eliminations as of December 31, 2024 were $ 126.1 million which serve as collateral for the Series A Preferred Units.

The Company is authorized to issue 80 million shares of common stock, $ 0.001 par value per share.

Convertible Preferred Stock

The Company has not declared or paid cash dividends on common stock.

We currently expect to use future earnings to operate or expand our business and to reduce outstanding debt and therefore do not anticipate paying cash dividends in the foreseeable future.

In addition, we currently have covenants in certain of our debt agreements that prohibit paying dividends without the consent of the applicable lender.

Preferred Stock

The Company is authorized to issue up to 65 million shares of preferred stock, $ 0.001 par value per share.

Effective as of December 12, 2023, the Company converted all of its outstanding Preferred Stock into by issuing one share of common stock for each 10 shares of preferred stock outstanding.

As a result, as of December 31, 2023, the Company has no outstanding shares of preferred stock.

The following table shows the number of preferred shares authorized and outstanding:

Shares Issued and

Outstanding December 31,

Series B preferred stock

7,235 - 1,270

65,000 - 1,270

Effective as of December 12, 2023, the Company converted all outstanding preferred stock to common stock.

As a result, as of December 31, 2024 and 2023, the Company has no outstanding shares of preferred stock.

Convertible Securities

The following table shows the number of shares of common stock that could be issued pursuant to outstanding convertible securities:

December 31, 2024

December 31, 2023

Common stock options and warrants

Debt with conversion feature at $ 30 per share of common stock

Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation

Warrants to Purchase Common Stock

During 2023, the Company granted the following warrants:

● A warrant issued to a vendor exercisable for the purchase of 100,000 shares at an exercise price of $ 2.50 per share with a two -year term.

This warrant was exercised in 2023 using cashless exercise resulting in the issuance of 62,293 shares of common stock.

● Warrants issued to the Company's senior lender exercisable for 160,000 shares of the Company's common stock at an exercise price of $ 2.00 per share with a five -year term.

These warrants are outstanding as of December 31, 2023.

● In connection with a credit line increase, a warrant issued to the Company's senior lender was automatically modified to increase the number of shares that may be purchased by 25,000 shares.

The warrant has an exercise price of $ 10.20 per share and a remaining term of about 3 years.

● Warrants issued to subordinated lenders exercisable for 226,666 at an exercise price of $ 0.01 per share and a term of two years.

During 2024 , the Company issued two subordinated lenders warrants exercisable for the purchase of 226,666 shares of common stock at an exercise price of $ 0.01 per share with a term of two years.

These warrants were exercised in 2024 with a combination of cashless exercise and cash payments.

16 unchanged sentences

(Tabular data in thousands, except par value and per share data)

A summary of historical warrant activity for the years ended December 31, 2023 and 2022 follows:

The following table summarizes warrant activity for the years ended December 31, 2024 and 2023 :

Warrants Outstanding & Exercisable

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2019 Stock Plan

On August 26, 2021, the stockholders of the Company approved the Aemetis, Inc.

Amended and Restated 2019 Stock Plan (the “2019 Stock Plan”).

August 26, 2021, the stockholders of the Company approved the Aemetis, Inc.

Amended and Restated

2019 Stock Plan (the

“2019 Stock Plan”).

This plan allows our Board or 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.

The 2019 Stock Plan has a term of 10 years from the original version adoption date of April 25, 2019, and supersedes all prior stockholder approved plans with respect to new grants.

Options issued under prior plans and the prior version of the 2019 stock plan remain outstanding and exercisable according to their terms.

The 2019 Stock Plan authorizes a total pool of 4,558,621 shares as of July 1, 2021, including all outstanding option grants under all plans and all shares then available for issuance under the 2019 Stock Plan as of that date.

2019 Stock Plan has a term of

10 years from the original version adoption date of

April 25, 2019, and supersedes all prior stockholder approved plans with respect to new grants.

Options issued under prior plans and the prior version of the

2019 stock plan remain outstanding and exercisable according to their terms.

2019 Stock Plan authorizes a total pool of

4,558,621 shares as of

July 1, 2021, including all outstanding option grants under all plans and all shares then available for issuance under the

2019 Stock Plan as of that date.

Shares within this pool that expire or terminate unused become available for a subsequent grant.

In addition, the number of shares available for issuance automatically increases on January 1 of each year by an amount equal to 4 % of the sum of total common stock outstanding on January 1 and 2,541,823 shares.

Pursuant to the 2019 Stock Plan, the company issued stock options to employees exercisable for 1.3 million and 1.3 million shares during the years ended December 31, 2023 and 2022, each with a 10 year term and 3 year vesting schedule.

The Company issued restricted stock award grants with immediate vesting to directors for 244 thousand shares and 89 thousand shares during the years ended December 31, 2023 and 2022, respectively, with a weighted average fair value on date of grant of $ 3.75 and $ 10.92 per share, respectively for those same time periods.

The following table summarizes activity under the 2019 Stock Plan during 2022 and 2023:

In addition, the number of shares available for issuance automatically increases on

January 1 of each year by an amount equal to

4 % of the sum of total common stock outstanding on

January 1 and

2,541,823 shares.

Pursuant to the

2019 Stock Plan, the company issued stock options to employees exercisable for

1.8 million and

1.3 million shares during the years ended

December 31, 2024 and

2023 , each with a

10 -year term and

3 -year vesting schedule.

The Company issued restricted stock award grants with immediate vesting to directors for

428 thousand shares and

244 thousand shares during the years ended

December 31, 2024 and

2023 , respectively, with a weighted average fair value on date of grant of $

3.75 per share, respectively for those same time periods.

2024, the restricted stock award grants included

65 thousand shares issued to board members to satisfy accrued payables due for board fees, and the cost for those shares is

not included in stock-based compensation expense.

The following table summarizes activity under the

2019 Stock Plan during

Shares Available for Grant

20 unchanged sentences

(Tabular data in thousands, except par value and per share data)

The following table summarizes vested and unvested option awards outstanding as of December 31, 2023 and 2022 :

The following table summarizes vested and unvested option awards outstanding as of

December 31, 2024 and 2023 :

Number of Shares

11 unchanged sentences

Intrinsic value based on the $ 2.69 and $ 5.24 closing price of Aemetis, Inc.

common stock on December 31, 2023 and 2022 respectively, as reported on the NASDAQ Exchange.

common stock on

December 31, 2024 and 2023

respectively, as reported on the NASDAQ Exchange.

Inducement Equity Plan Options

In March 2016, the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of 100,000 non-statutory stock options to purchase common stock.

As of December 31, 2023 , no options were outstanding under the Inducement Equity Plan.

This plan was not approved by stockholders so is available only for grants to prospective employees.

March 2016, the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of

100,000 non-statutory stock options to purchase common stock.

December 31, 2024 ,

no options were outstanding under the Inducement Equity Plan.

This plan was

not approved by stockholders so is available only for grants to prospective employees.

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 o n estimated fair value on the grant date.

Stock-based compensation is accounted for in accordance with ASC

Compensation - Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based o

n 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.

1 unchanged sentence

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 No.

We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin

Share-Based Payment .

3 unchanged sentences

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.

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.

The weighted average fair value for options granted during the years ended 2023 and 2022 are based on the following assumptions:

The weighted average fair value for options granted during the years ended

2023 are based on the following assumptions:

For the year ended December 31,

9 unchanged sentences

$ 2.65 $ 3.29

For the years ended December 31, 2023 and 2022 , the Company recorded stock-based compensation expense in the amount of $ 7.7 million, and $ 6.4 million, respectively.

As of December 31, 2023 , the Company had $ 7.3 million of total unrecognized compensation expense for employees that the Company will amortize over the remaining vesting period of each individual option grant.

The outstanding unvested options have a remaining weighted average vesting term of 1.5 years.

For the years ended

December 31, 2024 and 2023 , the Company recorded stock-based compensation expense in the amount of

$ 8.3 million, and $ 7.7 million, respectively.

December 31, 2024 , the Company had $

4.5 million of total unrecognized compensation expense for employees that the Company will amortize over the remaining vesting period of each individual option grant.

The outstanding unvested options have a remaining weighted average vesting term of

AEMETIS, INC.

1 unchanged sentence

(Tabular data in thousands, except par value and per share data)

Revenue and Accounts Receivable

California Ethanol:

We sell most of our fuel ethanol segment products to J.D.

Heiskell which sells them to third parties designated by us.

We invoice J.D.

Heiskell each business day with payment due upon invoicing, with no variable consideration, and no financing options.

We record revenue as invoiced, which is when performance obligations have been met, and do not collect any advance payments for products at the ethanol segment, so there is no unearned revenue as of December 31, 2024.

We also buy our corn feedstock from J.D.

Heiskell, and J.D.

Heiskell pays us the net balance between ethanol and other product sales and our corn purchases.

We record the full purchase cost as costs of goods sold.

There are no significant obligations for returns, refunds, or warranties in the ethanol segment.

Given the similarity of the individual sales transactions with J.D.

Heiskell, we have assessed them as a portfolio of similar contracts.

The performance obligation for ethanol is satisfied at the point in time of delivery of the physical product to our finished goods tank leased by J.D.

Heiskell, at which point the customer has the ability to direct the use of the product and receive substantially all of the benefits, and the risk of loss passes to the customer, and thus we are the principal in the ethanol segment sales to J.D.

Gilbert Company (“A.L.

Gilbert”) for WDG.

The transaction price is allocated to one performance obligation.

For the other ethanol segment products, our performance obligations are satisfied at the point in time when the product leaves the Keyes Plant premises on the transportation truck, at which point the customer has the ability to direct the use of the product and receive substantially all of the benefits, and the risk of loss passes to the customer.

The ethanol segment revenue for 2023 includes sales for seven out of twelve months due to an extended maintenance cycle from January to May of 2023 that included implementation of several important ethanol plant energy efficiency upgrades.

Our decision to cease production was partly driven by the high natural gas prices in California during the period.

After monitoring natural gas pricing and margin profitability, we decided to extend the maintenance cycle into the first and second quarters of 2023 and restarted the plant at the end of May 2023.

Sales in 2024 represent production for the full twelve months.

The following table shows our sales in California Ethanol by product category:

California Ethanol

For the Year Ended December 31,

Ethanol sales

$ 118,878 $ 78,403

Wet distiller's grains sales

36,214 21,963

$ 161,756 $ 104,068

California Dairy Renewable Natural Gas:

Our facilities as of December 31, 2024 consist of eleven anaerobic digesters that process feedstock from dairies into biogas, a 36 -mile collection pipeline leading to a central upgrading hub, and an interconnect to inject the gas into the utility natural gas pipeline for delivery to customers for use as transportation fuel.

We recognize revenue from gas sales concurrent with injection of gas into the pipeline, at which point the risk of loss transfers to the customer and our performance obligation has been met.

In connection with dispensing the RNG, we also generate sellable credits under the federal Renewable Fuel Standard (referred to as "D3 RINs") and the California Low Carbon Fuel Standard credits ("LCFS").

We began selling D3 RINs in the third quarter of 2023 and began selling LCFS credits in the first quarter of 2024.

We recognize revenue from sales of D3 RINs and LCFS credits at the time we sell the credits.

We record a liability for unearned revenue on the limited occasions in which the renewable natural gas segment receives payment from customers prior to the performance obligations being fulfilled.

As of December 31, 2024 and 2023 , the company had $ 1.6 million and $ 0 as liabilities for unearned revenue, respectively, with the revenue for the 2024 balance recognized in January 2025 after the performance obligations were fulfilled.

Dairy Renewable Natural Gas

For the Year Ended December 31,

LCFS credit sales

$ 13,037 $ 5,455

India Biodiesel:

We sell products pursuant to purchase orders (written or verbal) or by contract with governmental or international parties, in which performance is satisfied at the point in time when the physical product is delivered and accepted.

Given that the contracts are sufficiently similar in nature, we have assessed these contracts as a portfolio of similar contracts as allowed under the practical expedient.

Doing so does not result in a materially different outcome compared to individually accounting for each contract.

All domestic and international deliveries are subject to certain specifications as identified in contracts.

The transaction price is determined based on reference market prices for biodiesel, refined glycerin, and PFAD net of taxes.

Transaction price is allocated to one performance obligation.

The India segment records a liability for advance payments received from customers, and revenue is generally recognized shortly after each reporting period once performance obligations are fulfilled;

the balance for unearned income at the India segment is not material to our company.

The following table shows our sales in India by product category:

India Biodiesel

For the Year Ended December 31,

Biodiesel sales

$ 86,653 $ 74,503

$ 92,847 $ 77,194

Accounts receivable for all segments represent invoicing for products with varying payment terms, but with no variable consideration or financing.

The opening balance of accounts receivable for all segments as of January 1, 2023, was $ 1.3 million, and the closing balances as of December 31, 2024 and 2023, were $ 1.8 million and $ 8.6 million, respectively.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Working Capital Arrangement.

5 unchanged sentences

Pursuant to a separate agreement entered in May 2023, J.D.

Heiskell also purchases all of our ethanol and other products under separate agreements and sells them to customers designated by us.

We have designated Murex to purchase ethanol and WDG and corn oil are sold to A.L Gilbert.

Heiskell also purchases all of our ethanol and other products 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.

The Company’s relationships with J.D.

Heiskell, and A.L.

Heiskell, Murex, and A.L.

Gilbert are well established, and the Company believes that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching out to widespread customer base, managing inventory, and providing working capital relationships.

As of December 31, 2023 and 2022 , Aemetis made prepayments to J.D.

Heiskell of none and $ 2.4 million, respectively.

Heiskell purchases and sales activity associated with the Purchasing Agreement, Corn Procurement and Working Capital Agreements during the years ended December 31, 2023 and 2022 were as follows:

The following table summarizes the J.

Heiskell purchase and sales activity during the years ended December 31, 2024 and 2023 :

As of and for the twelve months ended December 31,

Ethanol sales

$ 116,236 $ 77,359

Wet distiller's grains sales

36,214 21,963

CDO and CDS sales

Corn oil sales

Corn purchases

3 unchanged sentences

Ethanol and Wet Distillers Grains Marketing Arrangement.

The Company entered into a Fuel Ethanol Purchase and Sale Agreement with Murex, which matures on

October 31, 2023, with automatic

one -year renewals thereafter.

May 30, 2023 the Company entered into Amendment

1 to the Fuel Ethanol Purchase and Sale Agreement that provides (i) the Company temporarily suspend the agreement for the duration of the Company's Working Capital Agreement with J.D.

Heiskell, and (ii) the initial term shall be automatically renewed beginning on

October 1, 2023 and ending on

March 31, 2025.

The Company also entered into a Wet Distillers Grains Marketing Agreement with A.L.

Gilbert, with a maturity date of

December 31, 2024, with automatic

one -year renewals thereafter.

For the years ended December 31, 2023 and 2022 , the Company expensed marketing co sts of $ 1.5 million and $ 2.9 million, respectively, under the terms of both the Ethanol Marketing Agreement and the Wet Distillers Grains Marketing Agreement and are presented in Selling, General, and Administration expense.

For the years ended December 31, 2023 and 2022 , the Company expensed shipping and handling costs related to sales of ethan ol $ 1.7 million and $ 3.3 million for each period and expensed transportation costs related to sales of WDG of $ 3.3 million and $ 5.3 million.

May 30, 2023 the Company suspended direct sales of ethanol to Murex for the duration of the Company's Working Capital agreement with J.D.

While the direct sales to Murex are suspended, Murex remains as our marketing partner to market the ethanol we sell to J.D.

The Company has a Wet Distillers Grains Marketing Agreement with A.L.

Gilbert that automatically renews annually on

The agreements with J.D.

Heiskell, Murex, and A.L.

Gilbert include marketing and transportation services.

For the years ended

December 31, 2024 and 2023 , the Company expensed marketing co

sts of $ 2.6 million and $ 1.5 million, respectively, in connection with the marketing arrangements and these costs included in Selling, General, and Administration expense.

For the year ended December 31, 2024 , the Company expensed $ 3.8 million in transportation costs related to sales of ethan ol and $ 6.0 million related to sales of WDG.

For the year ended December 31, 2023 , the Company expensed $ 1.7 million in transportation costs related to sales of ethanol, and $ 3.3 million related to sales of WDG.

Transportation costs are included in costs of goods sold.

Supply Trade Agreement.

On July 1, 2022, the Company entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”).

Under this agreement, Gemini agreed to provide the Company with a supply of feedstock up to a credit limit of $ 12.7 million.

If the Company fails to pay the invoice within the ten -day credit period, the outstanding amount will bear interest at 12 %.

The term of the agreement is for one year.

Either party can terminate the agreement by giving one month notice in writing.

The agreement was terminated.

As of December 31, 2023 and 2022 , the Company had no outstanding balance under this agreement.

As of December 31, 2023 , the Company has no forward sales commitments.

On July 1, 2022, the Company entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies the Company with feedstock up to a credit limit of $ 12.7 million with collateral interest in inventories, current assets, and fixed assets.

If the Company fails to pay an invoice within the ten -day credit period, the outstanding balance bears interest at 18 %.

The agreement matures in June 2025, and either party can terminate the agreement by giving one month's notice in writing.

As of December 31, 2024 and 2023 , the Company had accounts payable of $ 6.2 million and $ 0.0 million, respectively, under this agreement.

Natural Gas Purchase Agreement.

As of December 31, 2024 , we have forward purchase agreement in place to buy approximately 120 thousand MMBtu of natural gas at a fixed price of $ 5.29 per MMBtu through March 2025, and 120 thousand MMBtu of natural gas at a NYMEX index plus $ 2 .

The Company has elected to apply the normal purchases and normal sales scope exception under ASC 815, hence the natural gas purchased under this agreement is accounted for and included as cost of goods sold in the Company's financial statements.

AEMETIS, INC.

4 unchanged sentences

The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased for the production of CO₂.

The “California Dairy Renewable Natural Gas” reportable segment including the production and sale of Renewable Natural Gas and associated environmental attributes, consisting of anaerobic digesters located at diaries, at 36 mile biogas collection pipeline, and biogas upgrading hub and pipeline interconnect that produces Renewable Natural Gas from the biogas.

The “California Dairy Renewable Natural Gas” reportable segment includes the production and sale of Renewable Natural Gas and associated environmental attributes.

It consists of anaerobic digesters located at dairies, a 36 mile biogas collection pipeline, a biogas upgrading hub that produces Renewable Natural Gas from biogas, and a pipeline interconnect.

The “India Biodiesel” reportable segment includes the Company’s 80 million gallon per year nameplate capacity biodiesel manufacturing plant in Kakinada India, and administrative offices in Hyderabad, India.

The Company has additional operating segments that were determined not to be reportable segments, including our key projects under development which consists of sustainable aviation fuel and renewable diesel production in Riverbank and Carbon Capture and Underground Sequestration wells in California.

Additionally, our corporate offices, Goodland Plant in Kansas, and the research and development facility in Minnesota are included in the “All Other” category.

Summarized financial information by reportable segment for the years ended December 31, 2023 and 2022 follow:

Additionally, our corporate offices, Goodland Plant in Kansas, Riverbank Industrial Complex management, and our research and development facility in Minnesota are included in the “All Other” category.

For all segments, our Chief Executive Officer is the Chief Operating Decision Maker ("CODM").

The CODM uses EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses.

The CODM manages and allocates resources to the operations of each segment.

This enables the CEO to assess the Company’s overall level of available resources and determine how best to deploy these resources for capital expenditures and other strategic opportunities that are in line with our long-term strategic goals.

The CODM is regularly provided with consolidated revenues and expense information or forecasted expense information for the applicable reportable segments.

The CODM does not review total assets by segment for purposes of assessing segment performance and these are not included in the tables below.

The CODM assesses segment operation levels and allocates operating expenses accordingly to each segment, as indicated in the totals below.

The following tables summarize financial information by reportable segment for the years ended December 31, 2024 and 2023 :

For the year ended December 31, 2024

California Ethanol

California Dairy Renewable Natural Gas

California Dairy Renewable Natural

India Biodiesel

1 unchanged sentence

$ 161,756 $ 13,037 $ 92,847 $ - $ 267,640

Intersegment revenues

Gross profit (loss)

( 13,792 ) 5,395 7,817 - ( 580 )

Net Income (Loss)

( 50,874 ) ( 9,101 ) 4,348 ( 31,910 ) ( 87,537 )

Interest expense including amortization of debt fees

4 unchanged sentences

( 4,150 ) ( 8,115 ) 1,426 7 ( 10,832 )

Capital expenditures

4,211 3,079 818 233 8,341

Gain on extinguishment of debt

( 162 ) - - - ( 162 )

Loss on asset disposals

3,702 - - - 3,702

Stock-based compensation expense

- - - 8,314 8,314

Other amortization

( 16,068 ) 1,606 7,700 ( 12,047 ) ( 18,809 )

Capital expenditures

1,399 15,376 1,506 1,973 20,254

57,076 126,113 37,587 38,526 259,302

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

For the year ended December 31, 2023

4 unchanged sentences

$ 104,068 $ 5,455 $ 77,194 $ - $ 186,717

Intersegment revenues

- 1,002 - - 1,002

Gross profit (loss)

( 6,602 ) ( 331 ) 8,950 - 2,017

( 42,433 ) 20,822 5,619 ( 30,428 ) ( 46,420 )

Interest expense including amortization of debt fees

2 unchanged sentences

- 25,313 - - 25,313

Income tax expense

Income tax expense (benefit)

- ( 55,159 ) 1,416 7 ( 53,736 )

Loss on debt extinguishment

3,995 2,116 576 246 6,933

Capital expenditures

Stock-based compensation expense

- - - 7,660 7,660

Other amortization

USDA Cash Grants

( 1,774 ) - - - ( 1,774 )

( 14,882 ) ( 4,099 ) 8,058 ( 11,510 ) ( 22,433 )

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

A reconciliation of reportable segment revenues to consolidated totals for the years 2023 and 2022 follow:

Total revenues for reportable segments

Capital expenditures

5,695 24,744 1,281 1,399 33,119

Elimination of intersegment revenues

Total consolidated revenues

67,991 92,794 34,769 47,852 243,406

California Ethanol:

During the year ended December 31, 2023 and 2022 , the Company amended the Corn Procurement and Working Capital Agreement and the J.D.

Heiskell Purchasing Agreement to procure corn from J.D.

Heiskell and sell all ethanol, WDG, CDO, and CDS the Company produces to J.D.

Sales of ethanol, WDG, CDO, and CDS to one customer accounted for 100 % of the California Ethanol segment’s revenue for the year ended December 31, 2023 .

Sales of ethanol to one customer accounted for 73 % of the California Ethanol segment’s revenue for the year ended December 31, 2022 .

Sales of WDG, and corn oil to one customer accounted for 26 % of the Company’s California Ethanol segment revenues for the year ended December 31, 2022 .

Sales of ethanol, WDG, and corn oil to one customer (J.D.

Heiskell) accounted for 98 % and 100 % of the Company’s California Ethanol segment revenues for the years ended December 31, 2024 and 2023 , respectively.

California Dairy Renewable Natural Gas:

100 % of our sales of renewable natural gas during the twelve months ended December 31, 2023 were from sales to one customer.

In the third quarter of 2023, we started selling D3 RINs and one customer accounted for 98 % of the 2023 sales.

For the twelve months ended December 31, 2022, all sales were associated with intercompany sales to the Keyes Plant for use in boilers.

Sales of renewable natural gas during the years ended December 31, 2024 and 2023 , were from sales to a single customer.

We sold D3 RINs and LCFS credits to two other customers.

India Biodiesel:

1 unchanged sentence

During the year ended December 31, 2023 , three biodiesel customers accounted for 47 %, 25 %, 23 % of the Company’s India Biodiesel segment revenues.

Grants Received

California Energy Commission Low-Carbon Fuel Production Program .

The Company has been awarded $ 4.2 million in matching grants from the California Energy Commission Low-Carbon Fuel Production Program (“LCFPP”).

The Company has received $ 3.8 million from the LCFPP as of December 31, 2024 , as reimbursement for actual costs incurred.

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Department of Food and Agriculture Dairy Digester Research and Development Grant .

In 2 019, the Company was awarded $ 3.2 million in matching grants from the California Department of Food and Agriculture (“CDFA”) Dairy Digester Research and Development program.

The CDFA grant reimburses the Company for costs required to permit and construct two of the Company’s biogas capture systems under contract with central California dairies.

The Company received all the awarded grant proceeds as of the second quarter of 2021.

In October 2020, the Company was awarded $ 7.8 million in matching grants from the CDFA Dairy Digester Research and Development program.

The CDFA grant reimburses the Company for costs required to permit and construct six of the Company’s biogas capture systems under contract with central California dairies.

The Company has received $ 6.8 million from the CDFA 2020 grant program as of December 31, 2024 , as reimbursement for actual costs incurred.

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Energy Commission Low Carbon Advanced Ethanol Grant Program.

To comply with the guidelines of the CEC Reimbursement Program, the Company must make a minimum of $ 7.9 million in matching contributions to the Riverbank project.

The Company receives funds under the CEC Reimbursement Program for actual expenses incurred up to $ 5.0 million as long as the Company makes the minimum matching contribution.

Given that the Company has not made the minimum matching contribution, the California Energy Commission did not extend the due date and would not move forward with this grant program.

Given the nature of the project, the grant for reimbursement of capital expenditures of $ 1.7 million is presented with other current liabilities as of December 31, 2024 and 2023 .

Department of Food and Agriculture Forest Service Grant.

Aemetis Advanced Products Keyes (“AAPK”) has been awarded $ 245 thousand in matching grants from the U.S.

Department of Food and Agriculture Forest Service (“US Forest Service”) under the Wood Innovation and Community Wood program.

The grant reimburses the Company for continued development of technologies and processes to valorize forest waste for the production of cellulosic ethanol.

AAPK has received all of the $ 245 thousand of the grant awarded by the US Forest Service as reimbursement for actual allowable program costs incurred through December 31, 2024 .

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

California Energy Commission Grant for Solar Microgrid, DSC and Battery Backup System.

Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded an $ 8.0 million grant to design, construct and commission a grid-connected 1.56 MW photovoltaic microgrid and 1.25MW/2.5MWh Battery Energy S torage System integrated with an artificial intelligence-driven distributed control system (DCS).

The grant requires $ 1.6 million in matching contributions which the Company has made.

AAFK received $ 5.9 million in grant funds from this program as reimbursement for actual expenditures incurred through December 31, 2024 .

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

California Department of Forestry and Fire Protection Grant.

AAPK has been awarded $ 2 million in matching grants from the CAL FIRE Business and Workforce Development Grant Program (“CAL Fire”) in May 2022.

This CAL Fire grant program reimburses AAPK for costs to design, construct, and c ommission a 2 million gallon per year cellulosic ethanol facility that will convert conifer biomass from forested regions of the Sierra Nevada into an ultra‐low carbon biofuel derived from 100% forest biomass (“CAL Fire Conversion Program”).

AAPK must contribute $ 5.8 million in cost share contributions to the project to receive grant proceeds.

AAPK has received no grant funds fr om the CAL Fire Conversion Program as reimbursement for actual costs through December 31, 2024 .

California Department of Forestry and Fire Protection Grant.

AAPK has been awarded $ 500 thousand in grants from CAL Fire in May 2022.

AAPK has received no grant funds from the CAL Fire Extraction Program as reimbursement for actual costs through December 31, 2024 .

Forest Service Community Wood Grant.

Aemetis Advanced Products Riverbank (“AAPR”) has been awarded $ 642 thousand in matching grants from the U.S Forest Service Wood Innovations Program (“USFS”) in May 2022.

AAPR must contribute $ 2.4 million in cost share contributions to the project to receive grant proceeds.

AAPK has received no grant funds from the USFS grant program as reimbursement for actual costs through December 31, 2024 .

USDA Biofuel Producer Program Grant.

This was recorded in the other expense (income) section of the Consolidated Statements of Operations and Comprehensive Loss.

California Energy Commission Grant for Mechanical Vapor Recompression System.

Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded a $ 6.0 million grant to design, construct and commission a mechanical vapor recompression (MVR) system.

The grant requires $ 5.3 million in matching contributions.

AAFK has received $ 3.9 million from this program as reimbursement for actual expenditures incurred through December 31, 2024 .

Pacific Gas and Electric SEM Manufacturer ’ s Incentive Program.

Since entering the SEM program in 2019, AAFK has been awarded $ 1.1 million in potential benefits through incentive payments and reduced utility costs.

Aemetis has installed energy efficient equipment throughout the Keyes facility as a requirement, and Third-Party consultants verify natural gas reductions for PG&E.

To date, Aemetis has received $ 504 thousand in direct incentive payments, with and estimated $ 131 thousand to be paid in early 2025, and the remaining amount to be realized in utility cost savings.

Related Party Transactions

The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee and his wife, $ 0.4 millio n in connection with employment agreements and expense reimbursements.

T he balance accrued related to these employment agreements was $ 0.4 million as of December 31, 2023.

On February 28, 2023, the Audit Committee of the Company approved a one -time fee of $ 350 thousand payable to McAfee Capital in connection with McAfee Capital’s guarantees of the Company’s indebtedness with Third Eye Capital.

As of December 31, 2023, the outstanding balance is $ 175 thousand.

The Company owes various members of its Board of Directors amounts totaling $ 0.3 million as of December 31, 2023 and December 31, 2022 , for each period, in connection with board compensation fees, which are included in accounts payable on the balance sheet.

For the years ended December 31, 2023 and 2022 the Company expensed $ 0.4 million, and $ 0.4 million, respectively, in connection with board compensation fees.

The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee, $ 1.2 millio n in connection with employment agreements, bonus awards, expense reimbursements, and guarantee fees in connection with McAfee Capital's guarantees of the Company's indebtedness with Third Eye Capital as of December 31, 2024.

T he total balance accrued was $ 0.9 million as of December 31, 2023.

The Company files a consolidated federal income tax return including all its domestic subsidiaries except for Aemetis Biogas LLC, which files its own returns.

1 unchanged sentence

Components of tax expense consist of the following:

State and Local

$ ( 12,276 ) $ ( 55,164 )

State and Local

Income tax (benefit) expense

( 10,791 ) ( 53,662 )

( 41 ) ( 74 )

Income tax benefit

$ ( 10,832 ) $ ( 53,736 )

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

The Company records deferred tax liability in other long term liabilities in the Consolidated Balance Sheets.

3 unchanged sentences

United States

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

$ ( 104,143 ) $ ( 107,191 )

$ ( 98,369 ) $ ( 100,156 )

Income tax benefit differs from the amounts computed by applying the statutory U.S.

2 unchanged sentences

Income tax benefit at the federal statutory rate

$ ( 20,658 ) $ ( 21,033 )

State tax benefit

( 16,360 ) ( 999 )

Sale of tax credits

( 12,276 ) ( 55,164 )

Foreign tax differential

1 unchanged sentence

Interest Expense

GILTI Inclusion

Prior year true-ups

Non-includible US Entities

5,143 ( 18,031 )

( 2,597 ) ( 869 )

Valuation Allowance

Income Tax Expense (Benefit)

34,943 40,142

Income Tax Benefit

$ ( 10,832 ) ( 53,736 )

Effective Tax Rate

11.01 % 53.65 %

The components of the net deferred tax asset or (liability) are as follows:

2 unchanged sentences

Organizational Costs, Start-up and Intangible Assets

$ 13,998 $ 34,217

Stock Based Compensation

NOLs, Unabsorbed Depreciation and R&D Credits C/F's

96,990 67,621

Interest expense carryover

36,867 29,066

Ethanol Credits

Investment Credits

Carbon Oxide Sequestration Credit

1 unchanged sentence

Operating Lease Liability

Fixed Asset Grants

Total Deferred Tax Assets

174,689 144,118

Valuation Allowance

( 170,298 ) ( 135,354 )

Net Deferred Tax Assets

1 unchanged sentence

Right of Use Asset

( 1,211 ) ( 1,230 )

Property, Plant & Equipment

( 3,874 ) ( 8,266 )

Total Deferred Tax Liabilities

( 5,085 ) ( 9,499 )

Net Deferred Tax Liabilities

$ ( 694 ) $ ( 735 )

Based on the Company’s evaluation of current and anticipated future taxable income, the Company believes it is more likely than not that insufficient taxable income will be generated to realize the net deferred tax assets, and accordingly, a valuation allowance has been set against these net deferred tax assets.

The $ 0.7 million deferred tax liability is recorded in other long-term liabilities on the balance sheet.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

We do not provide for U.S.

income taxes for any undistributed earnings of the Company’s foreign subsidiaries, as the Company considers these to be permanently reinvested in the operations of such subsidiaries and have a cumulative foreign loss.

At December 31, 2023 and 2022 these undistributed earnings totaled $ 1.3 million compared to undistributed losses of $ 2.5 million for December 31, 2022.

At December 31, 2024 and 2023 , these undistributed earnings totaled $ 6.5 million and $ 1.3 million, respectively.

If any earnings were distributed, some countries may impose withholding taxes.

2 unchanged sentences

deferred tax liability exists.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

ASC 740 Income Taxes provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements only if the position is more-likely-than- not of being sustained on audit, based on the technical merits of the position.

4 unchanged sentences

As of December 31, 2024 , the Company’s uncertain tax positions were not significant for income tax purposes.

The following describes the open tax years, by major tax jurisdiction, as of December 31, 2023 :

The following table describes the open tax years, by major tax jurisdiction, as of December 31, 2024 :

United States — Federal

6 unchanged sentences

federal NOL carryforwards of approximately $ 323.0 million and state NOL carryforwards of approximately $ 408.0 million.

The Company also has approximately $ 1.5 million of alcohol and cellulosic biofuel credit and $ 6.7 million of carbon oxide sequestration credit carry forwards.

As of December 31, 2024, the federal NOLs of $ 188.0 million and the state NOLs of $ 408.0 million expire on various dates between 2027 and 2042.

Due to the 2017 U.S.

Tax Reform, U.S.

federal NOLs post 2017 in the amount of $ 135.0 million have no expiration date.

The Company also has approximately $ 1.5 million of alcohol and cellulosic biofuel credit carryforwards and investment credits of $ 3.4 million.

The company also has $ 9.3 million of carbon oxide sequestration credit carryforwards and $ 0.3 million of R&D tax credit carryforwards.

The federal net operating loss and other tax credit carryforwards expire on various dates between 2027 and 2043.

The state net operating loss carryforwards expire on various dates between 2027 through 2042.

Under the current tax law, net operating loss and credit carryforwards available to offset future income in any given year may be limited by US or India statute regarding net operating loss carryovers and timing of expirations or upon the occurrence of certain events, including significant changes in ownership interests.

Under current tax law, net operating loss and credit carryforwards available to offset future income in any given year may be limited by US statute regarding net operating loss carryovers and timing of expirations or upon the occurrence of certain events, including significant changes in ownership interests.

As of December 31, 2024, the Company's India subsidiary had no loss carryforwards.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Parent Company Financial Statements (Unaudited)

We conduct substantially all of our operations through subsidiaries and are dependent on cash distributions, dividends and other intercompany transfers of funds from our operations.

Our subsidiaries have not made significant distributions to us and may not have funds available for dividends or distributi ons in the future.

The ability of our subsidiaries to transfer funds to us will be dependent upon their respective abilities to achieve sufficient cash flows after satisfying their respective cash requirements, including subsidiary level debt service on their respective credit agreements.

The following is a summary of the Parent Company Financial statements.

Aemetis, Inc.

(Parent Company)

Balance Sheets

As of December 31, 2023 and 2022

Current assets

Cash and cash equivalents

$ 1,454 $ 286

Receivables due from subsidiaries

110,083 98,780

Prepaid expenses

Other current assets

Total current assets

111,986 99,684

Investment in Aemetis Property Keyes, Inc.

Investment in Aemetis International, Inc.

Investment in Aemetis Advanced Products Riverbank, Inc.

Investment in AE Advanced Products Keyes , Inc.

Total investments in Subsidiaries, net of advances

Property, plant and equipment, net

$ 128,730 $ 110,302

Liabilities & stockholders' deficit

Current liabilities

Accounts payable

$ 3,633 $ 2,934

Mandatorily redeemable Series B convertible preferred

Other current liabilities

Total current liabilities

13,185 11,285

Long term liabilities:

Operating lease liability

Subsidiary obligation in excess of investment

Investment in AE Advanced Fuels, Inc.

220,571 177,856

Investment in Aemetis Americas, Inc

Investment in Aemetis Biofuels, Inc.

Investment in Aemetis Technologies, Inc.

Investment in AE Advanced Products Keyes , Inc.

Investment in Aemetis Health Products, Inc.

Investment in Goodland Advanced Fuels, Inc.

22,982 16,869

Investment in Aemetis Biogas LLC

70,471 91,292

Investment in Aemetis Carbon Capture Inc

Investment in Aemetis Properties Riverbank, Inc.

Total subsidiary obligation in excess of investment

330,806 298,824

Total long term liabilities

332,522 300,871

Stockholders' deficit

Series B Preferred convertible stock

Additional paid-in capital

264,058 232,546

Accumulated deficit

( 475,405 ) ( 428,985 )

Accumulated other comprehensive loss

( 5,671 ) ( 5,452 )

Total stockholders' deficit

( 216,977 ) ( 201,854 )

Total liabilities & stockholders' deficit

$ 128,730 $ 110,302

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Aemetis, Inc.

(Parent Company)

Statements of Operations and Comprehensive Loss

For the Years Ended December 31, 2023 and 2022

Equity in subsidiary losses

$ ( 25,370 ) $ ( 91,561 )

Selling, general and administrative expenses

19,218 15,203

Operating loss

( 44,588 ) ( 106,764 )

Other (income) expense

Interest expense

Debt related fees and amortization expense

( 30 ) ( 1,400 )

Loss before income taxes

( 46,412 ) ( 107,751 )

Income tax expense

( 46,420 ) ( 107,758 )

Other comprehensive loss

Foreign currency translation adjustment

( 219 ) ( 1,102 )

Comprehensive loss

$ ( 46,639 ) $ ( 108,860 )

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Aemetis, Inc.

(Parent Company)

Statements of Cash Flows

For the years ended December 31, 2023 and 2022

Operating activities:

( 46,420 ) ( 107,758 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Debt related fees and amortization expense

Subsidiary portion of net losses

25,370 91,561

Gain on litigation

Warrants issued for working capital agreement

Changes in assets and liabilities:

Prepaid expenses

Accounts payable

Accrued interest expense

Other liabilities

Net cash used in operating activities

( 10,911 ) ( 13,001 )

Investing activities:

Capital expenditures

( 65 ) ( 128 )

Subsidiary advances, net

( 9,707 ) 1,222

Net cash provided by (used in) investing activities

( 9,772 ) 1,094

Financing activities:

Proceeds from the exercise of stock options

Proceeds from issuance of common stock in equity offering

21,718 11,987

Net cash provided by financing activities

21,851 12,193

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents, and restricted cash at end of period

$ 1,454 $ 286

Supplemental disclosures of cash flow information, cash paid:

Income taxes paid

Supplemental disclosures of cash flow information, non-cash transactions:

Fair value of warrants issued to subordinated debt holders

Fair value of stock issued to a related party for guarantee fees

Fair value of warrants issued for capital expenditures

Fair value of warrants issued to lender for debt issuance costs

Fair value of stock issued to lender

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

Subsequent Events

Subordinated Notes

On January 1, 2024, the maturity on two accredited investor's Subordinated Notes was extended until the earlier of (i) June 30, 2024;

( ii) completion of an equity financing by AAFK or Aemetis in an amount of not less than $ 25 million;

(iii) the completion of an Initial Public Offering by AAFK or Aemetis;

or (iv) after the occurrence of an Event of Default, including failure to pay interest or principal when due and breaches of note covenants.

A $ 90 thousand and $ 250 thousand extension fee was paid by adding the fee to the balance of the new Subordinated Note and Aemetis issued the lenders warrants exercisable for 113 thousand shares of common stock with a term of two years and an exercise price of $ 0.01 per share.

On January 1, 2025, the maturity dates on two accredited investor's Subordinated Notes were extended until June 30, 2025, subject to acceleration on an Event of Default, including failure to pay interest or principal when due and breaches of note covenants.

A $ 90 thousand and $ 250 thousand extension fee was paid by adding the fee to the principal balances of the Subordinated Notes, and Aemetis issued the lenders warrants exercisable for 113 thousand shares of common stock with a term of two years and an exercise price of $ 0.01 per share.

The warrants have been fully exercised.

Series A Preferred Unit Purchase Agreement

On February 8, 2024, ABGL entered into a Fifth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Fifth Amendment").

The PUPA Fifth Amendment:

(i) provides an extension of time for ABGL to redeem all of the outstanding Series A Preferred Units until April 30, 2024, and changes the redemption price to $ 111 million, including fees, (ii) requires ABGL to enter into a twelve -month credit agreement in the amount of $ 111 million with the lenders if the Series A Preferred Units are not redeemed by such date, and specifies that entry of the credit agreement will satisfy the obligation to redeem the units;

and (iii) provides ABGL with a waiver of the obligations of prior agreements to redeem the Series A Preferred Units by any prior dates.

Third Eye Capital Reserve Liquidity Facility

On March 25, 2024, the Company and Third Eye Capital Corporation entered into a "Seventh Amended and Restated Promissory Note" that increased the amount available under the Company's reserve liquidity facility to $ 85 million and extended the maturity date to April 1, 2025.

Borrowings under the Note are available until maturity on April 1, 2025.

Interest on borrowed amounts accrues at a rate of 30% per annum, to be paid monthly in arrears, or 40% if an event of default has occurred and continues.

Interest payments due may be capitalized into the principal balance of the Note.

The Company will pay a standby fee of 2% per annum of the difference between the aggregate principal outstanding under the Note and the commitment, payable monthly arrears in either cash or stock.

The outstanding principal balance of the indebtedness evidenced by the Note, plus any accrued but unpaid interest and any other sums due thereunder, is due and payable in full on April 1, 2025.

In addition, the Company must make payments on the Note with funds received from the closing of certain new debt or equity financing or transactions, as described in the Note.

The Note is secured by liens and security interests upon the property and assets of the Company.

Third Eye Capital Limited Waiver and Amendment No.

On March 25, 2024, the Company and Third Eye Capital Corporation entered into a “Limited Waiver and Amendment No.

28 to Amended and Restated Note Purchase Agreement” (“Amendment No.

As consideration for Amendment No.

28, the Company agreed to pay Third Eye Capital an amendment fee of $ 0.1 million.

Investment Tax Credits

In December 2024, the Company entered into an agreement to sell Investment Tax Credits ("ITCs") to a third party, with separate fundings expected in January and February 2025.

In January 2025, we received the initial sale proceeds of $ 12.3 million, and we received an additional of $ 7.1 million in February 2025.

We used the net proceeds, after paying transaction expenses, to pay certain debt and fee obligations to Third Eye Capital.

PUPA Extension

On March 12, 2025, ABGL entered into an agreement entitled Eighth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Eighth Amendment") with an Effective Date of January 31, 2025, that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2025, for an aggregate redemption price of $ 114.8 million.

The PUPA Eighth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair- X Technologies Inc.

The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0 % and (ii) 16.0 %.

The PUPA Eighth Amendment is attached as Exhibit 10.52 and this summary description is qualified by the terms of the attached Exhibit 10.52.

Fuels Revolving Line Amendment

On March 12, 2025, Goodland Advanced Fuels, Inc.

and Aemetis Carbon Capture, Inc.

entered into an agreement entitled “Amendment and Waiver No.

6 to Credit Agreement” with Third Eye Capital Corporation to amend the existing Amended and Restated Credit Agreement to (i) replace the Fuels Revolving Line maturity date of March 1, 2025, with a new provision that makes the Fuels Revolving Line due on demand of the lender, and (ii) changes the interest rate for the Fuels Revolving Line to the greater of prime rate plus 11 % or 15 %.

The Amendment is attached as Exhibit 10.66 and this summary description is qualified by the terms of the attached Exhibit 10.66.

Fuels Revolving Line Promissory Note

On March 12, 2025, Goodland Advanced Fuels, Inc.

and Aemetis Carbon Capture, Inc.

(collectively, the “Borrowers”) entered into a Promissory Note with Third Eye Capital Corporation that provides the Borrowers a credit commitment up to $ 10 million for the Borrowers to use for payment of outstanding interest and fees owed under the Amended and Restated Credit Agreement previously entered between the same parties.

If the Borrowers draw on the note, the outstanding principal would accrue interest at 24 % per annum.

The Promissory Note has a maturity date of April 1, 2026, and is secured by a substantial part of the assets of the Company.

The Promissory Note is attached as Exhibit 10.67 and this summary description is qualified by the terms of the attached Exhibit 10.67.

AEMETIS, INC.

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The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business.

As a result of negative capital, negative operating results, and collateralization of substantially all of the Company assets, the Company has been reliant on its senior secured lender to provide additional funding and has been required to remit substantially all excess cash from operations to the senior secured lender.

In order to meet our obligations during the next twelve months, we have extended our reserve liquidity credit facility through April 1, 2025, at an amount of up to $ 85 million, and we plan to refinance debt with our senior lender for amounts becoming due in the next twelve months and sell equity through our at-the-market registration at levels consistent with the year ended December 31, 2023.

We believe these plans alleviate substantial doubt about our ability to continue as a going concern.

While the Company believes we will be able to implement these plans to provide sufficient liquidity, there are inherent risks and uncertainties regarding our ability to execute our plans.

In addition, we plan to pursue the following strategies to improve liquidity:

Operations and Project Development

As a result of negative capital, negative operating results, and collateralization of a substantial portion of our assets, we have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and have been required to remit excess cash from operations and tax credit sales to our senior secured lender.

In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts becoming due in the next twelve months or receive the continued cooperation of our senior lender.

While we believe our India biodiesel and California RNG businesses will generate positive cash flow from operations and reduce cash demands and allows payments against other obligations, we will also continue to sell equity through our at-the-market registration and pursue the following strategies to improve liquidity:

For the Keyes Plant, we plan to operate the plant and continue to improve its financial performance by adopting new technologies or process changes that allow for energy efficiency, cost reduction, or revenue enhancements, as well as execute upon awarded grants that improve energy and operational efficiencies resulting in lower cost, lower carbon emissions, and overall margin improvement.

For Aemetis Biogas, we plan to operate our existing biogas digesters to produce and sell Renewable Natural Gas (RNG) and the associated Federal D3 RINs and California LCFS credits.

We are continuing to build new dairy digesters and pipeline extensions.

We began generating revenue from biogas operations in 2023 and this revenue will continue for the full year 2024, as well as increase as we build new digesters.

We also expect revenue to increase when the California Air Resource Board processes our LCFS pathway applications and approves a provisional carbon intensity that is lower than the temporary carbon intensity we currently use to calculate the quantity of LCFS credits that we generate.

We are seeking debt from a variety of sources to accelerate the construction of additional digesters.

For Aemetis Biogas, we plan to operate our existing biogas digesters to produce and sell Renewable Natural Gas and the associated environmental attributes.

We are continuing to build new dairy digesters and pipeline extensions that generate new and growing sources of revenue and cash.

We also expect revenue to increase as the California Air Resource Board validates our LCFS pathway applications.

We are seeking debt from a variety of sources to continue the construction of additional digesters.

For the Kakinada Plant, we plan to continue to sell our biodiesel to OMCs pursuant to cost-plus contracts.

We are also continuing to upgrade the plant to increase feedstock flexibility (and thereby lower feedstock costs), increase production capacity, and produce new products.

Additionally, we are in the process of obtaining approval and contractual arrangements for the export of refined animal tallow into international markets.

We plan to continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring 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.

Additionally, we have hired a new executive team to help execute on a potential public stock offering of our India subsidiary and to develop plans for additional growth.

We plan to continue to locate 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, and obtaining project specific equity and debt for development projects, and obtaining additional debt from the current EB- 5 Phase II offering.

After consideration of our strategies and the uncertainty as to whether certain elements will ultimately be implemented or effective, and considering our need to secure additional financing, substantial doubt about the Company's ability to continue as a going concern remains.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data