AEMETIS, INC 10-K

Item 9A. Controls and Procedures. The information contained in this section covers management’s evaluation of our disclosure controls and procedures and our assessment of our internal control over financial reporting for the year ended December 31, 2024. Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our CEO and CFO concluded that, although remediation plans were initiated to address the material weaknesses over financial reporting as identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, IT general controls along with certain internal controls over financial reporting were not effective to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. 55 Table of Contents Inherent Limitations on Effectiveness of Controls Our management, including the CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met, and our CEO and CFO have concluded that our disclosure controls and procedures are ineffective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Management ’ s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures by us are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the period covered by this report based on the criteria for effective internal control described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Tread way Commission - 2013. Based on the results of management’s assessment and evaluation we have determined that our internal control over financial reporting was ineffective due to the following material weaknesses: 1. Not maintaining sufficient information and documentation related to the performance of our 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 ineffective. 2. Our India Biodiesel segment did not consistently maintain sufficient documentation to evidence the performance, review and authorization of controls. As a result of these deficiencies, we concluded that controls at the business unit were ineffective. Management has analyzed the material weaknesses and performed additional analysis and procedures in preparing our consolidated financial statements. We have concluded that our consolidated financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented. Changes in Internal Control over Financial Reporting Discussed below are changes made to our internal control over financial reporting during the years ended December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In the year ending December 31, 2023, we had the following material weakness: The Company did not maintain sufficient personnel in the proper roles to allow for timely and precise completion and documentation leading to control deficiencies associated with: 1) lack of review and documentation of pricing for revenue recognized over ethanol sales and wet distillers grain sales, 2) documentation and reviews over debt covenants, debt classification, going concern analyses, and tax provision, 3) timeliness and reviews related to financial statement tie outs, bank reconciliations, and property, plant and equipment, including depreciation expense. 56 Table of Contents In 2024, we enhanced the accounting and finance function through the addition of newly hired team members and training of existing team members. We currently have four CPAs on staff in various capacities. These additions and training allowed for our reviews and documentation to be timely and comprehensive. As of December 31, 2024 this material weakness has been deemed remediated. There are, however, inherent limitations in all control systems and no evaluation of controls can provide absolute assurance that all deficiencies have been detected. While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement and diligent review of our internal controls over financial reporting. Our independent registered public accounting firm, RSM US LLP, has issued an audit report on the effectiveness of our internal control over financial reporting and their report is included herein. Item 9B. Other Information. (a) Current Reports Item 1.01 Entry into a Material Definitive Agreement. 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 is attached at Exhibit 10.52 to this Form 10 -K and is described in the notes to the Financial Statements in Item 8 of this Form 10 -K under Note 9 Aemetis Biogas LLC – Series A Preferred Financing and Note 15 Subsequent Events . This description is a summary only and is qualified by the text of the attached Exhibit 10.52. 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 to this Form 10 -K and is also described in the notes to the Financial Statements in Item 8 of this Form 10 -K under Note 5 Debt and Note 15 Subsequent Events . This description is a summary only and is qualified by the text of the attached Exhibit 10.66. 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 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. The note would accrue interest at 24% per annum on outstanding principal, have 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 to this Form 10 -K and is also described in the notes to the Financial Statements in Item 8 to this Form 10 -K under Note 15 Subsequent Events . This description is a summary only and is qualified by the text of the attached Exhibit 10.67. (b) Adoption and Termination of Rule 10b5 - 1 Stock Trading Plans by Officers and Directors On December 17, 2024 , Andrew B. Foster , Executive Vice President and Chief Operating Officer of the Company, adopted a Rule 10b5 - 1 Trading Plan that (i) took effect February 14, 2025, ( ii) has a term lasting until March 17, 2026, ( iii) provides for the sale of up to 447,834 shares of common stock to be issued upon exercise of options currently held by Mr. Foster, (iv) contains multiple limit orders designating the minimum prices upon which sales may occur, and (v) is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5 - 1 (c). Mr. Foster's newly adopted Rule 10b5 - 1 Trading Plan replaces a previously adopted plan that expired on December 31, 2024. No shares were transacted under the expired plan. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 57 Table of Contents PART III Item 10. Directors, Executive Officers and Governance. The information required by this Item 10 will be included in our Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this Item 11 will be included in our Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item 12 will be included in our Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 will be included in our Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information required by this Item 14 will be included in our Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed no later than 120 days after December 31, 2024, and is incorporated herein by reference. PART IV Item 15. Exhibit and Financial Statement Schedules Financial Statements The following consolidated financial statements are included in this Annual Report: ● Report of Independent Registered Public Accounting Firm (PCAOB ID 49) ● Consolidated Balance Sheets ● Consolidated Statements of Operations and Comprehensive Loss ● Consolidated Statements of Cash Flows ● Consolidated Statements of Stockholders’ Deficit ● Notes to Consolidated Financial Statements Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable or are not required, or because the information is included in the Consolidated Financial Statements or notes thereto under Item 8 in Part II of this Form 10-K. 58 Table of Contents Exhibits Incorporated by Reference Exhibit No. Description Form File No. Exhibit Filing Date Filed Herewith 3(i) Certificate of Incorporation 8-K 001-35475 3.1 Nov. 2, 2021 3(ii) Amended and Restated Bylaws 8-K 001-35475 3.1 Aug. 30, 2023 10.1 Amended and Restated 2019 Stock Plan 14A 001-36475 July 23, 2021 10.2 Executive Employment Agreement, dated April 25, 2020, with Eric A. McAfee 8-K 001-36475 10.1 Apr. 28, 2020 10.3 Executive Employment Agreement, dated April 25, 2020, with Todd Waltz 8-K 001-36475 10.2 Apr. 28, 2020 10.4 Executive Employment Agreement, dated April 25, 2020, with Andrew Foster 8-K 001-36475 10.3 Apr. 28, 2020 10.5 Executive Employment Agreement, dated April 25, 2020, with Sanjeev Gupta 8-K 001-36475 10.4 Apr. 28, 2020 10.6 Employment Agreement, dated August 28, 2023, with J. Michael Rockett. 8-K 001-36475 10.1 Aug. 28, 2023 10.7 Amended and Restated Note Purchase Agreement, dated July 6, 2012, among Aemetis Advanced Fuels Keyes, Inc., Keyes Facility Acquisition Corp., Aemetis, Inc., Third Eye Capital Corporation, as Administrative Agent, and the Note holders 8-K 000-51354 10.2 July 10, 2012 10.8 Amended and Restated Guaranty, dated July 6, 2012, among Aemetis, Inc., certain subsidiaries of Aemetis and Third Eye Capital Corporation, as Agent. 8-K 000-51354 10.3 July 10, 2012 10.9 Amended and Restated Security Agreement, dated July 6, 2012, among Aemetis, Inc., certain subsidiaries of Aemetis and Third Eye Capital Corporation, as Agent. 8-K 000-51354 10.4 July 10, 2012 10.10 Limited Waiver and Amendment No. 1 to Amended and Restated Note Purchase Agreement dated as of October 18, 2012, by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc., a Delaware corporation, Third Eye Capital Corporation, an Ontario corporation as agent, Third Eye Capital Credit Opportunities Fund – Insight Fund, and Sprott PC Trust. 8-K 000-51354 10.1 Oct. 23, 2012 10.11 Limited Waiver and Amendment No. 2 to Amended and Restated Note Purchase Agreement dated as of February 27, 2013, by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc., a Delaware corporation, Third Eye Capital Corporation, an Ontario corporation as agent, Third Eye Capital Credit Opportunities Fund – Insight Fund, and Sprott PC Trust. 8-K 000-51354 10.1 Mar. 11, 2013 10.12 Limited Waiver and Amendment No.3 to Amended and Restated Note Purchase Agreement dated as of April 15, 2013, by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc., a Delaware corporation, Third Eye Capital Corporation, an Ontario corporation as agent, Third Eye Capital Credit Opportunities Fund – Insight Fund, and Sprott PC Trust. 8-K 000-51354 10.1 Apr. 16, 2013 10.13 Amendment No. 4 to Amended and Restated Note Purchase Agreement dated as of April 19, 2013, by and among Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc., a Delaware corporation, Aemetis, Inc., a Nevada corporation, and Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Insight Fund 8-K/A 000-51354 10.2 May 14, 2013 10.14 Limited Waiver and Amendment No.5 to Amended and Restated Note Purchase Agreement, dated as of July 26, 2013, by and among Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc. Aemetis Facility Keyes, Inc., Third Eye Capital Corporation, an Ontario corporation, as agent, Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust 8-K 000-51354 10.1 July 31, 2013 10.15 Limited Waiver and Amendment No.6 to Amended and Restated Note Purchase Agreement, dated as of October 28, 2013, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust. 8-K 000-51354 10.1 Nov. 1, 2013 59 Table of Contents 10.16 Limited Waiver and Amendment No.7 to Amended and Restated Note Purchase Agreement, dated as of May 14, 2014, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust. 10-Q 001-36475 10.1 Mar. 31, 2014 10.17 Limited Waiver and Amendment No. 8 to Amended and Restated Note Purchase Agreement, dated as of November 7, 2014, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust. 10-Q/A 001-36475 10.1 Nov. 13, 2014 10.18 Limited Waiver and Amendment No. 9 to Amended and Restated Note Purchase Agreement, dated as of March 12, 2015, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust. 10K 001-36475 10.1 Mar. 12,2015 10.19 Limited Waiver and Amendment No. 10 to Amended and Restated Note Purchase Agreement, dated as of April 30, 2015, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust. 10-Q 001-36475 10.1 May 7, 2015 10.20 Limited Waiver and Amendment No. 11 to Amended and Restated Note Purchase Agreement, dated as of August 6, 2015, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed on August 7, 2015). 10-Q 001-36475 10.1 Nov. 5, 2015 10.21 Limited Waiver and Amendment No. 12 to Amended and Restated Note Purchase Agreement, dated as of March 21, 2016, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust. 10-K 001-36475 10.68 Mar. 28, 2016 10.22 Limited Waiver and Amendment No. 13 to Amended and Restated Note Purchase Agreement, dated as of March 1, 2017, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Sprott PC Trust. 10-K 001-36475 10.7 Mar. 16, 2017 10.23 Limited Waiver and Amendment No. 14 to Amended and Restated Note Purchase Agreement, dated as of March 27, 2018, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund – Insight Fund, and Sprott PC Trust. 10-K 001-36475 10.71 Mar. 27, 2018 10.24 Limited Waiver and Amendment No. 15 to Amended and Restated Note Purchase Agreement, dated as of March 11, 2019, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund – Insight Fund, and Sprott PC Trust. 10-K 001-36475 10.74 Mar. 14, 2019 10.25 Limited Waiver and Amendment No. 17 to Amended and Restated Note Purchase Agreement, dated as of August 11, 2020, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund – Insight Fund, and Sprott PC Trust. 10-Q 001-36475 10.1 Aug. 13, 2020 10.26 Limited Waiver and Amendment No. 18 to Amended and Restated Note Purchase Agreement, dated as of November 5, 2020, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund – Insight Fund, and Sprott PC Trust. 10-Q 001-36475 99.1 Nov. 12, 2020 60 Table of Contents 10.27 Limited Waiver and Amendment No. 19 to Amended and Restated Note Purchase Agreement, dated as of March 14, 2021, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund – Insight Fund and Ninepoint. 10-K 001-36475 10.8 Mar. 14, 2021 10.28 Limited Waiver and Amendment No. 20 to Amended and Restated Note Purchase Agreement, dated as of August 9, 2021, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund - Insight Fund, and Ninepoint Third Eye Capital Private Credit Fund. 10-Q 001-36475 10.1 Aug. 12, 2021 10.29 Limited Waiver and Amendment No. 22 to Amended and Restated Note Purchase Agreement dated as of March 8, 2022, by and Among Aemetis Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund- Insight Fund, and Ninepoint Third Eye Capital Private Credit Fund. 10-K 001-36475 10.94 Dec. 31, 2021 10.30 Limited Waiver and Amendment No. 23 to Amended and Restated Note Purchase Agreement, dated as of May 11, 2022, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; and Third Eye Capital Corporation, an Ontario corporation, as agent for Ninepoint - TEC Private Credit Fund and Third Eye Capital Credit Opportunities Fund - Insight Fund. 10-Q 001-36475 10.1 May 16, 2022 10.31 Limited Waiver and Amendment No. 24 to Amended and Restated Note Purchase Agreement, dated as of August 8, 2022, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; and Third Eye Capital Corporation, an Ontario corporation, as agent for Ninepoint - TEC Private Credit Fund and Third Eye Capital Credit Opportunities Fund - Insight Fund. 10-Q 001-36475 10.1 Aug. 8, 2022 10.32 Limited Waiver and Amendment No. 25 to Amended and Restated Note Purchase Agreement, dated as of March 6, 2023, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; and Third Eye Capital Corporation, an Ontario corporation, as agent for Ninepoint - TEC Private Credit Fund and Third Eye Capital Credit Opportunities Fund - Insight Fund. 10-K 001-36475 10.101 Mar. 9, 2023 10.33 Sixth Amended and Restated Promissory Note, dated as of March 6, 2023, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation including Third Eye Capital Management Inc. 10-K 001-36475 10.100 Mar. 9, 2023 10.34 Limited Waiver and Amendment No. 26 to Amended and Restated Note Purchase Agreement, dated as of May 4, 2023, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; and Third Eye Capital Corporation, an Ontario corporation, as agent for Ninepoint - TEC Private Credit Fund and Third Eye Capital Credit Opportunities Fund - Insight Fund. 10-Q 001-36475 10.1 May 5, 2023 10.35 Limited Waiver and Amendment No. 27 to Amended and Restated Note Purchase Agreement, dated as of May 16, 2023, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation, an Ontario corporation, as agent for Third Eye Capital Credit Opportunities Fund – Insight Fund, Ninepoint – TEC Private Credit Fund, Ninepoint – TEC Private Credit Fund II, and MBI/TEC Private Debt Open-End Trust Fund. 10-Q 001-36475 10.1 Aug. 4, 2023 10.36 Limited Waiver and Amendment No. 28 to Amended and Restated Note Purchase Agreement, dated as of March 25, 2024, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; and Third Eye Capital Corporation 10-K 001-36475 10.36 Mar. 29, 2024 10.37 Seventh Amended and Restated Promissory Note, dated March 25, 2024, by and among Aemetis, Inc.; Aemetis Advanced Fuels Keyes, Inc.; Aemetis Facility Keyes, Inc.; Third Eye Capital Corporation; and Third Eye Capital Management Inc. 10-K 001-36475 10.37 Mar. 29, 2024 10.38 Note Purchase Agreement effective as of March 4, 2011, amended January 19, 2012, and July 24, 2012 by and among AE Advanced Fuels, Inc., a Delaware corporation, and Advanced BioEnergy, LP a California limited partnership and Advanced BioEnergy GP, LLC, a California limited liability company. 8-K 001-36475 10.3 Oct. 23, 2012 61 Table of Contents 10.39 Form of Convertible Subordinated Promissory Note by and among AE Advanced Fuels, Inc., a Delaware corporation and Advanced BioEnergy, LP, a California limited partnership. 8-K 001-36475 10.4 Oct. 23, 2012 10.40 Amended and Restated Aemetis Keyes Corn Procurement and Working Capital Agreement, dated May 2, 2013, by and between Aemetis Advanced Fuels Keyes, Inc., and J.D. Heiskell Holdings, LLC 8-K 001-36475 10.2 May 23, 2013 10.41 Second Amendment to the Amended and Restated Aemetis Keyes Grain Procurement and Working Capital Agreement, dated as of May 25, 2023, by and between J.D. Heiskell Holdings, LLC and Aemetis Advanced Fuels Keyes, Inc. 8-K 001-36475 10.1 May 26, 2023 10.42 Amended and Restated Heiskell Purchasing Agreement dated May 16, 2013, by and between Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation and a wholly-owned subsidiary of Aemetis, Inc. and J.D. Heiskell Holdings, LLC, a California limited liability company doing business as J.D. Heiskell & Co.* 8-K 001-36475 10.1 May 23, 2023 10.43 Second Amendment to the Amended and Restated Heiskell Purchase Agreement, dated as of May 25, 2023, by and between J.D. Heiskell Holdings, LLC and Aemetis Advanced Fuels Keyes, Inc. 8-K 001-36475 10.2 May 26, 2023 10.44 Second Amendment to the Keyes Ethanol and Corn Tank Lease, dated as of May 25, 2023, by and between J.D. Heiskell Holdings, LLC and Aemetis Advanced Fuels Keyes, Inc. 8-K 001-36475 10.3 May 26, 2023 10.45 WDG Purchase and Sale Agreement dated March 23, 2011 between A.L. Gilbert Company and Aemetis Advanced Fuels Keyes, Inc. 10-K 001-36475 10.66 Oct. 31, 2012 10.46 Keyes Corn Handling Agreement dated March 23, 2011 among A. L. Gilbert Company, AE Advanced Fuels Keyes, Inc., and J.D. Heiskell Holdings, LLC 10-K 001-36475 10.67 Oct. 31, 2012 10.47 Waiver and Amendment to Series A Preferred Unit Purchase Agreement, dated as of August 8, 2022, by and among Aemetis Biogas LLC, Protair-X Americas, Inc., and Third Eye Capital Corporation. 10-Q 001-36475 10.2 Aug. 8, 2022 10.48 Second Waiver and Amendment to Series A Preferred Unit Purchase Agreement, dated as of February 6, 2023, by and among Aemetis Biogas LLC, Protair-X Americas, Inc. and Third Eye Capital Corporation. 8-K 001-36475 10.1 Feb. 6, 2023 10.49 Third Waiver and Amendment to Series A Preferred Unit Purchase Agreement, dated as of May 31, 2023, by and among Aemetis Biogas LLC, Protair-X Americas, Inc. and Third Eye Capital Corporation. 8-K 001-36475 10.1 July 5, 2023 10.50 Fourth Waiver and Amendment to Series A Preferred Unit Purchase Agreement, effective as of November 8, 2023, by and among Aemetis Biogas LLC, Protair X Americas, Inc., and Third Eye Capital Corporation. 10-Q 001-36475 10.1 Nov. 9, 2023 10.51 Fifth Waiver and Amendment to Series A Preferred Unit Purchase Agreement, effective as of February 8, 2024, by and among Aemetis Biogas LLC, Protair X Americas, Inc., and Third Eye Capital Corporation. 8-K 001-36475 10.1 Feb. 14, 2024 10.52 Eighth Waiver and Amendment to Series A Preferred Unit Purchase Agreement, effective as of January 31, 2025, by and among Aemetis Biogas LLC, Protair-X Technologies Inc. and Third Eye Capital Corporation. X 10.53 Fuel Ethanol Purchase and Sale Agreement, effective as of June 9, 2021, by and between Aemetis Advanced Fuel Keyes, Inc. and Murex LLC. 8-K 001-36475 10.1 Jun. 14, 2021 10.54 Amendment No. 1 to the Fuel Ethanol Purchase and Sale Agreement, effective as of May 30, 2023, by and between Aemetis Advanced Fuel Keyes, Inc. and Murex LLC. 10-Q 001-36475 10.2 Aug. 4, 2023 10.55 Lease Disposition and Development Agreement, dated as of December 14, 2021, by and between Aemetis Properties Riverbank, Inc. and City of Riverbank, California 8-K 001-36475 10.2 Dec. 21, 2021 10.56 Guaranty Agreement, dated as of December 14, 2021, by and between Aemetis, Inc. and City of Riverbank, California 8-K 001-36475 10.3 Dec. 21, 2021 10.57 Real Estate Purchase and Sale Agreement, dated as of December 14, 2021, by and between Aemetis Properties Riverbank, Inc. and City of Riverbank, California 8-K 001-36475 10.4 Dec. 21, 2021 10.58 Amended and Restated Credit Agreement, dated as of March 2, 2022 8-K 001-36475 10.1 Mar. 4, 2022 10.59 Warrant to Purchase Stock, dated as of March 2, 2022 ("Fuels Revolving Line Warrant") 8-K 001-36475 4.1 Mar. 4, 2022 10.60 Warrant to Purchase Stock, dated as of March 2, 2022 ("Carbon Revolving Line Warrant") 8-K 001-36475 4.2 Mar. 4, 2022 62 Table of Contents 10.61 Amended and Restated General Security Agreement, dated as of March 2, 2022 8-K 001-36475 10.2 Mar. 4, 2022 10.62 Intellectual Property Security Agreement Supplement, dated as of March 2, 2022 8-K 001-36475 10.3 Mar. 4, 2022 10.63 Third Amended and Restated Guaranty, dated as of March 2, 2022 8-K 001-36475 10.4 Mar. 4, 2022 10.64 Amended and Restated Pledge Agreement, dated as of March 2, 2022 8-K 001-36475 10.5 Mar. 4, 2022 10.65 Amendment and Waiver No. 2 to Credit Agreement, effective as of August 1, 2023, by and among Goodland Advanced Fuels, Inc., Aemetis Carbon Capture, Inc., and Third Eye Capital Corporation, as agent for MBI/TEC Private Debt Opportunities Fund II, LP, and acknowledged and agreed by the guarantors listed on the signature page thereto. 10-Q 001-36475 10.3 Aug. 4, 2023 10.66 Amendment and Waiver No. 6 to Credit Agreement, effective as of March 11, 2025, by and among Goodland Advanced Fuels, Inc., Aemetis Carbon Capture, Inc., and Third Eye Capital Corporation, as agent for MBI/TEC Private Debt Opportunities Fund II, LP, and acknowledged and agreed by the guarantors listed on the signature page thereto. X 10.67 Promissory Note, dated March 11, 2025, issued by Goodland Advanced Fuels, Inc. and Aemetis Carbon Capture, Inc. to Third Eye Capital Corporation. X 10.68 Construction and Term Loan Agreement, dated as of July 28, 2023, by and among Magnolia Bank Incorporated, Aemetis Biogas 2 LLC, and Aemetis Biogas Holdings LLC. 8-K 001-36475 10.1 July 31, 2023 10.69 Term Loan Agreement dated as of December 22, 2023, by and among Aemetis Biogas 1 LLC, Aemetis Biogas Holdings LLC, and Greater Nevada Credit Union. 8-K 001-36475 10.1 Dec. 29, 2023 14 Code of Ethics 10-K 000-51354 14 May 20, 2009 19 Insider Trading Policy X 21 Subsidiaries of the Registrant X 23 Consent of Independent Registered Public Accounting Firm X 24 Power of Attorney (included on the signature page) X 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 Policy Relating to Recovery of Erroneously Awarded Compensation 10-K 001-36475 97 Mar. 29, 2024 101.INS * Inline XBRL Instance Document 101.SCH * Inline XBRL Taxonomy Extension Schema 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) *Confidential treatment has been requested for portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 63 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Aemetis, Inc. Date: March 14, 2025 By: /s/ Eric A. McAfee Eric A. McAfee Chair of the Board and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each undersigned person whose signature appears below constitutes and appoints Eric A. McAfee and Todd A. Waltz, and each of them, as their true and lawful attorneys-in-fact, each with full power of substitution, for the undersigned in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Name Title Date /s/ Eric A. McAfee Chair of the Board and Chief Executive Officer March 14, 2025 Eric A. McAfee (Principal Executive Officer and Director) /s/ Todd A. Waltz Chief Financial Officer March 14, 2025 Todd A. Waltz (Principal Financial Officer) /s/ Francis P. Barton Director March 14, 2025 Francis P. Barton /s/ Lydia I. Beebe Director March 14, 2025 Lydia I. Beebe /s/ John R. Block Director March 14, 2025 John R. Block /s/ Naomi L. Boness Director March 14, 2025 Naomi L. Boness /s/ Timothy A. Simon Director March 14, 2025 Timothy A. Simon 64