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Item 1A. Risk Factors

2026-03-16 compared with 2025-03-14 · 108 added, 141 removed, 387 unchanged (39% of the section changed)

We operate in an evolving industry that presents numerous risks beyond our control that are driven by factors that cannot be predicted.

We operate in an evolving industry that presents numerous risks, including risks beyond our control that are driven by factors that cannot be predicted.

Should any of the risks described in this section or in the documents incorporated by reference in this report actually occur, our business, results of operations, financial condition, or stock price could be materially and adversely affected.

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If we incur continued losses, we may have to curtail our operations, which may prevent us from successfully operating and expanding our business.

Historically, we have relied upon cash from debt and equity financing activities to fund substantially all of the cash requirements of our activities.

We do not currently, and historically have not typically, generated profits or positive cash flow.

As of December 31, 2025, we had an accumulated deficit of approximately $639.9 mill ion.

For our fiscal years ended December 31, 2025 and 2024, we reported a net loss of $77.0 milli on and $87.5 million respectively.

We may incur losses for an indeterminate period of time and may not achieve consistent profitability.

We expect to rely on cash on hand;

cash, if any, generated from our operations;

borrowing availability, if any, under our lines of credit;

and proceeds from future financing activities, if any, to fund the cash requirements of our business.

We may continue to incur losses for an indeterminate period of time and may not achieve consistent profitability.

We have historically relied upon cash from debt and equity financing activities to fund the cash we need that exceeds cash from operations.

Going forward, we expect to rely on cash on hand, cash generated from our operations, borrowings, if available, and proceeds from other future financing activities, if any, to fund the cash requirements of our business.

In some market environments, we may have limited access to incremental financing, which could defer or cancel growth projects, reduce business activity or cause us to default on our existing debt agreements if we are unable to meet our payment schedules.

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Any cash flows after funding our operations, any equity raises, and any EB-5 funding must be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, research and development and other general corporate purposes;

Any Biogas cash flows may be used to pay mandatory redemptions under the Preferred Unit Purchase Agreement and this use of funds could reduce the funds available to use by us for operations.

Cash flows from our California Dairy RNG business may be used to pay mandatory redemptions under the Series A Preferred Unit Purchase Agreement, which could reduce the funds available to use by us for operations.

Insufficient cash flows from operations may force us to sell assets or seek additional capital, which we may not be able to accomplish on favorable terms, if at all;

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Debt levels or debt service requirements may limit our ability to borrow additional capital, make us vulnerable to increases in prevailing interest rates, subject our assets to liens, limit our ability to adjust to changing market conditions, or place us at a competitive disadvantage to our competitors.

Should we be unable to generate enough cash from our operations or secure additional financing to fund our operations and debt service requirements, we may be required to postpone or cancel growth projects, reduce our operations, or may be unable to meet our debt repayment schedules.

Any one of these events would likely have a material adverse effect on our operations and financial position.

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If we are unable to maintain these strategic relationships, our business may be negatively affected.

In addition, the ability of our key vendors to continue to provide us with working capital depends in part on the financial strength of them and their banking relationships.

In addition, the ability of our key vendors to continue to provide us with working capital depends in part on the financial strength of such vendors and their banking relationships.

If our key vendors are unable or unwilling to continue to provide us with working capital, our business may be negatively affected.

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Our consolidated financial statements do not include any adjustments to the classification or carrying values of our assets or liabilities that might be necessary as a result of the outcome of this uncertainty.

We may be unable to repay or refinance our Third Eye Capital Notes upon maturity.

We may be unable to repay or refinance our Third Eye Capital Debt upon maturity.

Under our note facilities with Third Eye Capital, we owe approximatel y $247.9 million, e xcluding debt discounts, as of December 31, 2025.

Our indebtedness and interest payments under these note facilities are currently substantial and may adversely affect our cash flow, cash position and stock price.

The current maturity date on some of these not es was recently extended to April 2026.

The debt is currently due on demand .

We h ave been able to extend our indebtedness in the past, but we may not be able to continue to extend the maturity of these notes in the future.

We may not have sufficient cash available at the time of maturity to repay this indebtedness.

We have default covenants that may accelerate the maturities of these notes.

We have default covenants that may accelerate the demand for payment of these notes.

We may not have sufficient assets or cash flow available to support refinancing these notes at market rates or on terms that are satisfactory to us.

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are significantly affected by the spread between the cost of corn and natural gas that we purchase and the price of the ethanol, WDG, and DCO that we sell.

Similarly, in India our biodiesel business is primarily dependent on the price difference between the costs of the feedstock we purchase (principally stearin, tallow, and crude glycerin) and the products we sell (principally distilled biodiesel and refined glycerin).

Similarly, in India, our biodiesel business is primarily dependent on the price difference between the costs of the feedstock we purchase (principally stearin, tallow, and crude glycerin) and the products we sell (principally biodiesel and refined glycerin).

The markets for ethanol, biodiesel, WDG, DCO and refined glycerin are highly volatile and subject to significant fluctuations.

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The market price of ethanol is volatile and subject to large fluctuations.

The market price of ethanol is dependent upon many factors, including the supply of ethanol and the demand for gasoline, which is in turn dependent upon the price of petroleum, which is also highly volatile and difficult to forecast.

The market price of ethanol is dependent upon many factors, including the supply of ethanol and the demand for gasoline, which are in turn dependent upon the price of petroleum, which is also highly volatile and difficult to forecast.

Fluctuations in the market price of ethanol may cause our profitability or losses to fluctuate significantly.

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Should we fall short of our cash flow projections in the future, we may be required to write down the value of these assets under accounting rules and further reduce the value of our assets.

We can make no assurances that future cash flows will develop and provide us with sufficient cash to maintain the value of these assets, thus avoiding future impairment to our asset carrying values.

We can make no assurances that future cash flows will develop and provide us with sufficient cash to maintain the value of these assets and avoid any future impairment to our asset carrying values.

As a result, we may need to write down the carrying value of our long-lived assets.

In addition, we intend to modify or adapt third party technologies at the Keyes Plant and at the Kakinada Plant to accommodate alternative feedstocks and improve operations.

After we design and engineer a specific integrated upgrade to either or both plants to allow us to produce products other than their existing products, we may not receive permission from the regulatory agencies to install the process at one or both plants.

Additionally, even if we are able to install and begin operations of an integrated advanced fuels and/or bio-chemical plant, we cannot assure you that the technology will work and produce cost effective products because we have never designed, engineered nor built this technology into an existing bio-refinery.

Similarly, our plans to develop the SAF/RD production plant, CCS, the integrated microgrid, the MVR system, or any other system at the Keyes Plant may not be successful as a result of financing or issues in design, construction, or operations.

In addition, we intend to modify or adapt third party technologies at the Keyes Ethanol Plant and at the Kakinada Plant to accommodate alternative feedstocks and improve operations.

After we design and engineer a specific integrated upgrade to either or both plants allowing us to produce products other than their existing products, we may not receive permission from regulatory agencies to install the process at either or both plants.

Additionally, even if we are able to install and begin operations of an integrated advanced fuels and/or bio-chemical plant, we cannot provide assurance that the technology will work and produce cost-effective products.

Similarly, our plans to develop the SAF/RD production plant, CCUS, MVR system, or any other system at the Keyes Plant may not be successful as a result of financing or issues in design, construction, or operations.

Any inability to execute our business plan may have a material adverse effect on our operations, financial position, ability to pay dividends, and ability to continue as a going concern.

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Our strategy calls for continued investment in capital improvements and additions.

For example, we are currently developing a biofuels production plants designed to produce biofuels, including renewable aviation fuel and renewable diesel fuel, utilizing renewable hydrogen and non-edible renewable oils.

For example, we are currently developing plants designed to produce biofuels, including renewable aviation fuel and renewable diesel fuel, utilizing renewable hydrogen and non-edible renewable oils.

We are also developing carbon sequestration wells to generate California low carbon fuel standard credits by injecting CO₂ into sequestration wells that are monitored for emissions to ensure the long-term sequestration of CO 2 underground.

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These projects may not be completed at the planned cost, on schedule or at all due to unavailability of needed financing.

The construction of new ethanol and other biofuel facilities is subject to construction cost overruns due to labor costs, costs of equipment and materials such as steel, labor shortages or weather or other delays, inflation or other factors, which could be material.

The construction of new ethanol and other biofuel facilities is subject to construction cost overruns due to labor costs, costs of equipment, materials such as steel, labor shortages, weather or other delays, inflation, or other factors, which could be material.

In addition, the construction of these facilities is typically subject to the receipt of approvals and permits from various regulatory agencies.

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As a result, the new facilities may not be able to achieve our expected investment return, which could adversely affect our results of operations.

We are in the process of developing biogas digesters, CCUS, SAF/RD, expanded biodiesel production and other projects, and the success of such projects depends on many factors;

as such, cash flows and revenue projections may not be achieved.

We are actively developing projects designed to reduce emissions of greenhouse gases.

These include (i) a biofuels production plant in Riverbank, California designed to produce SAF/RD using renewable fats and oils obtained from existing Aemetis biofuels plants and other sources, (ii) Carbon Capture and Underground Sequestration (“CCUS”) projects designed to compress and inject CO₂ into deep wells for long-term sequestration of carbon underground, (iii) additional dairy and other digesters at new locations, along with associated infrastructure for transporting and producing biogas and Renewable Natural Gas, (iv) expansion of biodiesel production in India.

We are in the process of developing biogas digesters, CCUS, SAF/RD, expanded biodiesel production and other projects, and the success of such projects depends on many factors including but not limited to, cash flows and revenue projections being achieved.

We are developing projects designed to reduce emissions of greenhouse gases.

These include (i) a biofuels production plant in Riverbank, California designed to produce SAF/RD using renewable fats and oils obtained from existing Aemetis biofuels plants and other sources, (ii) Carbon Capture and Underground Sequestration (“CCUS”) projects designed to compress and inject CO₂ into deep wells for long-term sequestration of carbon underground, (iii) additional dairy digesters at new locations, along with associated infrastructure for transporting and producing biogas and Renewable Natural Gas, and (iv) expansion of biodiesel production in India.

We also plan to develop additional projects beyond those listed here.

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In particular, we have used and plan to continue to use the provisions of the Internal Revenue Code (“IRC”) and the Inflation Reduction Act (“IRA”) amendments to the IRC in 2022 that provide Investment Tax Credits, Production Tax Credits, and other credits, and that allow us to either use the credits or to monetize the credits by selling them to third parties.

These include certain transferrable IRA tax credits generated from our qualified biogas facilities.

These include certain transferable IRA tax credits generated from our qualified biogas facilities.

We also currently generate and plan to continue to generate credits under the federal Renewable Fuel Standard (“RFS”) and the California Low Carbon Fuel Standard (“LCFS”).

Our India plant produces biofuel to help India meet the goals of its National Policy on Biofuels.

Our Kakinada Biodiesel plant produces biofuel to help India meet the goals of its National Policy on Biofuels.

The IRA, RFS, LCFS and other regulations, as well as our ability to qualify for and monetize the tax credits, carbon credits, grants and other financial incentives available thereunder, are subject to modifications, additional regulatory requirements or limits, varying interpretations, reduction, expiration, and other changes.

Moreover, the new presidential administration may take action to revise, repeal or otherwise modify existing funding and tax credit arrangements currently in place.

Moreover, changes in federal or state administrations may lead to actions to revise, repeal or otherwise modify existing funding and tax credit arrangements currently in place.

For example, on January 20, 2025, President Trump issued an Executive Order (the “January Executive Order”) pausing certain funding disbursements under the IRA;

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The Loper decision could result in additional legal challenges to regulations and guidance issued by federal agencies applicable to our operations.

Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations and other impacts to the agency rulemaking process.

Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations, and other impacts to agency rulemaking process.

The regulatory and/or financial changes can occur with or without advance notice, may affect our past business activities or future plans, and may occur for a variety of reasons resulting from legislation, new or changing regulations, regulatory interpretation, court cases, and other sources.

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We buy all of the feedstock for the Keyes Plant from one supplier, J.D.

Under the Heiskell Supply Agreement, we are only permitted to purchase feedstock from other suppliers upon the satisfaction of certain conditions.

Under the Heiskell Agreement, we are only permitted to purchase feedstock from other suppliers upon the satisfaction of certain conditions.

In addition, we have contracted to sell all of the WDG, CDS, and corn oil we produce at the Keyes Plant to J.D.

Heiskell, in turn, sells all WDG and syrup produced to A.L.

We sell the majority of our fuel ethanol production to one customer, Murex.

Heiskell were to fail to deliver adequate feedstock to the Keyes Plant or fail to purchase all the contracted product we produce, if Murex were to fail to purchase the majority of the ethanol we produce, if A.L.

Gilbert were to fail to purchase all of the WDG and syrup we produce, or if any of them were otherwise to default on our agreements with them or fail to perform as expected, we may be unable to find replacement suppliers or purchasers, or both, in a reasonable time or on favorable terms, any of which could materially adversely affect our results of operations and financial condition.

We sell all of our fuel ethanol production to J.D.

Heiskell, which sells it to one customer, Murex.

Heiskell were to fail to deliver adequate feedstock to the Keyes Plant or fail to purchase all the contracted product we produce, if Murex were to fail to purchase the ethanol we produce, if A.L.

Gilbert were to fail to purchase all of the WDG and syrup we produce, or if any of them were to otherwise default on our agreements with them or fail to perform as expected, we may be unable to find replacement suppliers or purchasers, or both, in a reasonable time or on favorable terms, any of which could materially adversely affect our results of operations and financial condition.

We may not receive the funds we expect under our EB-5 program.

Our EB-5 Phase I program allows for the issuance of up to 72 subordinated convertible promissory notes, each in the amount of $0.5 million due and payable four years from the date of the note for a total aggregate principal amount of up to $36.0 million.

As of December 31, 2024, $35.5 million have been raised through the EB-5 program and have been released from escrow.

The USCIS could deny approval of the loans, and then we would not receive some or all of the subscribed funds.

If the USCIS takes longer to approve the release of funds in escrow, or does not approve the loans at all, it would have a material adverse effect on our cash flows available for operations, and thus could have a material adverse effect on our results of operations.

As of December 31, 2024, $34.6 million of principal and unpaid interest was outstanding on the EB-5 Notes under the EB-5 Phase I funding.

On October 16, 2016, we launched our EB-5 Phase II program, allowing for the issuance of up to 100 subordinated convertible promissory notes, on substantially similar terms and conditions as those issued under our EB-5 Phase I program, for a total aggregate principal amount of up to $50.8 million.

On November 21, 2019, the minimum investment was raised from $500,000 per investor to $900,000 per investor.

As of December 31, 2024, $4.0 million has been raised through the EB-5 Phase II program and have been released from escrow and $4.4 million of principal and unpaid interest was outstanding on the EB-5 Notes under the EB-5 Phase II funding.

As of December 31, 2025, $4.0 million has been raised through the EB-5 Phase II program and has been released from escrow and $4.5 million of principal and unpaid interest was outstanding on the EB-5 Notes under the EB-5 Phase II funding.

There can be no assurance that we will be able to successfully raise additional funds under our EB-5 Phase II program or that such funds, if raised, will be approved by USCIS.

If we are unable to raise, receive approval for, or receive any funds under our EB-5 Phase II program, our business may be negatively affected.

We face competition for our bio-chemical and transportation fuels products from providers of petroleum-based products and from other companies seeking to provide alternatives to these products, many of whom have greater resources and experience than we do, and if we cannot compete effectively against these companies, we may not be successful.

Our renewable products compete with both the traditional, largely petroleum-based bio-chemical and fuels products that are currently being used in our target markets and with the alternatives to these existing products that established enterprises and new companies are seeking to produce.

We face competition for our transportation fuels products from providers of petroleum-based products and from other companies seeking to provide alternatives to these products, many of whom have greater resources and experience than we do, and if we cannot compete effectively against these companies, we may not be successful.

Our renewable products compete with both the traditional, largely petroleum-based fuels products that are currently being used in our target markets and with the alternatives to these existing products that both established enterprises and new companies are seeking to produce.

The oil companies, large chemical companies, and well-established agricultural products companies with whom we compete are much larger than we are, and have, in many cases, well developed distribution systems and networks for their products.

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Our operations are subject to environmental, health, and safety laws, regulations, and liabilities.

Our operations are subject to various federal, state and local environmental laws, and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, access to and impacts on water supply, and the health and safety of our employees.

Our operations are subject to various federal, state and local environmental, health, safety, and product regulation laws and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, access to and impacts on water supply, and the health and safety of our employees.

In addition, our operations and sales in India subject us to risks associated with foreign laws, policies and regulations.

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These laws, regulations, and permits can require expensive emissions testing and pollution control equipment or operational changes to limit actual or potential impacts to the environment.

Violations of these laws, regulations or permits, or license conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and facility shutdowns.

Violations of these laws, regulations, permits, or license conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations, and facility shutdowns.

We may not be at all times in compliance with these laws, regulations, permits or licenses or we may not have all permits or licenses required to operate our business.

We may be subject to legal actions brought by environmental advocacy groups and other parties for actual or alleged violations of environmental laws, permits, or licenses.

As we enter into new markets such as USP alcohol and hand sanitizer, we may be subject to several regulations and health and safety laws by TTB and Food and Drug Administration (‘FDA”).

Failure to comply with these health and safety laws, our license to sell these products may be revoked and we may be subject to certain penalties.

In addition, we may be required to make significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations, and permit and license requirements.

Failure to comply with applicable laws could result in enforcement actions leading to penalties or revocation of permits or licenses.

In addition, we may be required to make significant capital expenditures on an ongoing basis to comply with increasingly stringent laws, regulations, and permit and license requirements.

We may be liable for the investigation and cleanup of environmental contamination at our facilities and at off-site locations where we arrange for the disposal of hazardous substances.

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Our business is affected by greenhouse gas and climate change regulation.

Emissions of carbon dioxide resulting from manufacturing ethanol are subject to permit requirements.

Climate change continues to attract considerable attention globally.

Numerous proposals have been made and could continue to be made at the international, federal, state and local levels to monitor and limit existing emissions of GHG, including carbon dioxide, as well as to restrict or eliminate future emissions.

The Keyes Plant is subject to California's "cap and trade" program that aims to reduce CO 2 emissions from fuel combustion activities.

In addition, numerous proposals have been made and could continue to be made at the international, federal, state and local levels to monitor and limit existing emissions of GHG, including carbon dioxide, as well as to restrict or eliminate future emissions.

At this stage, it is not possible to accurately estimate either a timetable for implementation of any future regulations or our future compliance costs relating to implementation.

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EPA) and discharges into wetlands (Sackett v.

Therefore, it is uncertain whether EPA will continue to prioritize climate change.

Therefore, it is uncertain whether the EPA will continue to prioritize climate change.

The recent changes to the EPA may result in additional regulations and legislation at the U.S.

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Any change in government policies could have a material adverse effect on our business and the results of our operations.

Waivers of the RFS minimum levels of renewable fuels included in gasoline or of the requirements by obligated parties to comply with the regulations could have a material adverse effect on our results of operations.

Waivers of the RFS minimum levels of renewable fuels included in gasoline or of the requirements obligated by parties to comply with the regulations could have a material adverse effect on our results of operations.

Under the Energy Policy Act, the U.S.

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A critical state program is California's LCFS, which is designed to reduce greenhouse gas emissions associated with transportation fuels used in California by ensuring that the fuel sold meets declining targets for such emissions.

The regulation quantifies lifecycle greenhouse gas emissions by assigning a carbon intensity ("CI") score to each transportation fuel based on that fuel’s lifecycle assessment.

Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to ensure that the overall CI score for its fuel pool meets the annual carbon intensity target for a given year.

A Regulated Party’s fuel pool can include gasoline, diesel, and their blend stocks and substitutes.

This obligation is tracked through credits and deficits.

Fuels with a CI score lower than the annual standard earn a credit, and fuels that are higher than the standard result in a deficit.

Credits can be traded.

Any changes to California’s LCFS could cause our results of operations, particularly in ethanol and biogas, to decline and cause our financial condition to suffer.

The regulation quantifies lifecycle greenhouse gas emissions by calculating the carbon intensity ("CI") of each transportation fuel based on that fuel’s lifecycle assessment.

Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to purchase LCFS credits if the CI for its fuel pool exceeds the annual carbon intensity target for a given year.

Fuels such as ethanol or RNG that have CI score lower than the annual standard earn a credit that can be sold to Regulated Parties.

Annual declines in the CI benchmark reduce the number of credits generated, and could cause the Keyes Plant to require credits rather than generate them.

In addition, changes to California’s LCFS rule could reduce the credits generated by ethanol or RNG or constrain the value of the credits, which could adversely affect our financial condition.

Concerns regarding the environmental impact of biofuel production could affect public policy which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.

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Should such EPA triennial studies, or other analyses find that biofuel production and use has resulted in, or could in the future result in, adverse environmental impacts, such findings could also negatively impact public perception and acceptance of biofuel as an alternative fuel, which also could result in the loss of political support.

To the extent that state or federal laws are modified or public perception turns against biofuels, use requirements such as RFS and LCFS may not continue, which could materially harm our ability to operate profitably.

To the extent that state or federal laws are modified or public perception turns against biofuels, use requirements such as the RFS and LCFS may not continue, which could materially harm our ability to operate profitably.

We may encounter unanticipated difficulties in converting the Keyes Plant to accommodate alternative feedstocks, new chemicals used in the fermentation and distillation process, or new mechanical production equipment.

In order to improve the operations of the Keyes Plant and execute on our business plan, we intend to modify the Keyes Plant to accommodate alternative feedstocks and new chemical and/or mechanical production processes, including an integrated microgrid, an MVR distillation system, the Mitsubishi dehydration system and other technologies.

In order to improve the operations of the Keyes Plant and execute on our business plan, we intend to modify the Keyes Plant to accommodate alternative feedstocks and new chemical and/or mechanical production processes, including a Mechanical Vapor Recompression ("MVR") system and other technologies.

We may not be able to successfully implement these modifications, and they may not function as we expect them to.

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If we are found to be liable for violations of the FCPA or similar anti-corruption laws in other jurisdictions, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer from criminal or civil penalties which could have a material and adverse effect on our results of operations, financial condition and cash flows.

In February 2025, President Trump signed an executive order pausing all future investigations and enforcement actions under the FCPA for at least 180 days until the attorney general issues revised FCPA enforcement guidance.

Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of the new presidential administration, we cannot be certain if or how the Department of Justice’s enforcement of the FCPA will change or impact our business.

Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of changing presidential administrations, we cannot be certain if or how the U.S.

governments enforcement of the FCPA will change or impact our business.

A substantial portion of our assets and operations are located in India, and we are subject to regulatory, economic and political uncertainties in India.

Certain of our principal operating subsidiaries are incorporated in India, and substantial portions of our assets are located in India.

One of our principal operating subsidiaries is based in India, and substantial portions of our assets are located in India.

We intend to continue to develop and expand our facilities in India.

The Indian government has exercised and continues to exercise significant influence over many aspects of the Indian economy.

The India government has exercised and continues to exercise significant influence over many aspects of India's economy.

India’s government has traditionally maintained an artificially low price for certain commodities, including diesel fuel, through subsidies, but has recently begun to reduce such subsidies, which benefits us.

We cannot assure you that liberalization policies will continue.

We cannot be sure that liberalization policies will continue.

Various factors, such as changes in the current federal government, could trigger significant changes in India’s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular.

In particular, the Indian government’s 2019 National Ethanol Blended Petrol Program Policy states a plan to increase ethanol Biodiesel blending to 20% by 2030.

We cannot assure you that this policy will continue, nor can we assure you that we will continue to be able to procure biodiesel supply contracts with the Indian state-owned oil marketing companies through the public tender process.

In particular, the India government’s 2019 National Ethanol Blended Petrol Program Policy states a plan to increase ethanol blending to 20% by 2030.

We cannot be sure that this policy will continue, nor can we be sure that we will continue to be able to procure biodiesel supply contracts with Indian state-owned oil marketing companies through the public tender process.

Our financial performance may be adversely affected by any such changes or other changes to the general economic conditions and economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies, as well as social stability and political, economic, or diplomatic developments affecting India in the future.

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dollar could have a material adverse effect on our results of operations.

A substantial portion of our revenues is denominated in Indian rupees.

A substantial portion of our revenues is received in Indian rupees.

We report our financial results in U.S.

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We do not currently engage in any formal currency hedging of our foreign currency exposure, and our results of operations may be adversely affected if the Indian rupee fluctuates significantly against the U.S.

We could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies which could limit our access to cash held in our Indian subsidiary to fund our U.S.

We could be subject to restrictions on the movement of cash and the exchange of foreign currencies that could limit our access to cash held in our India subsidiary to fund our U.S.

operations or otherwise make investments where needed.

Our Indian operations could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which would limit our ability to use this cash across our global operations.

For instance, cash and cash equivalents were $0.9 million at December 31, 2024, of which $0.8 million was held in our North American entities and $0.1 thousand was held in our India subsidiary;

Our India operations are subject to restrictions on the movement of cash and the exchange of foreign currencies, which could limit our ability to use this cash across our global operations.

For instance, cash and cash equivalents were $4.9 million at December 31, 2025, of which $4.1 million was held in our North American entities and $0.8 million was held in our India subsidiary;

at times this balance is much higher.

Cash held in our Indian subsidiary may not otherwise be available for servicing debt obligations, potential investment or use for operations in the United States.

Moreover, even if we were to repatriate this cash back to the United States for use in U.S.

investments, this cash could be subject to additional withholding taxes.

Due to various methods by which cash could be repatriated to the United States in the future, the amount of taxes attributable to the cash is dependent on circumstances existing if and when remittance occurs.

Cash held in our India subsidiary may not be available for servicing debt obligations, potential investment, or use for operations in the United States.

Moreover, even if we were to repatriate this cash back to the United States, it would be subject to additional withholding taxes.

Due to the various methods by which such earnings could be repatriated in the future, it is not practicable to determine the amount of applicable taxes that would result from such repatriation.

In addition, Indian regulations may impose restrictions on the movement and exchange of foreign currencies which could further limit our ability to use such funds for repayment of debt, operations or capital or other strategic investments.

Our inability to access our cash where and when needed could impede our ability to service our debt obligations, make investments and support our operations.

Aemetis, Inc.

is a holding and management company and there are significant limitations on our ability to receive distributions from our subsidiaries.

We conduct substantially all of our operations through subsidiaries and are dependent on cash distributions, dividends or other intercompany transfers of funds from our subsidiaries to finance our operations.

We conduct substantially all of our operations through subsidiaries.

Our subsidiaries have not made significant distributions to us and may not have funds available for dividends or distributions 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.

Our current credit agreement, the Third Eye Capital Note Purchase Agreement, as amended from time to time, as described in the Notes to Consolidated Financial Statements, requires us to obtain the prior consent of Third Eye Capital, as the Administrative Agent of the Note holders, to make cash distributions or any intercompany fund transfers.

The ability of our Indian operating subsidiary to transfer funds to us is restricted by Indian laws and may be adversely affected by U.S.

federal income tax laws.

Under Indian laws, our capital contributions, or future capital contributions, to our Indian operation cannot be remitted back to the U.S.

Remittance of funds by our Indian subsidiary to us may subject us to significant tax liabilities under U.S.

federal income tax laws.

Our credit agreements also contain certain restrictions and/or approval requirements that could limit cash distributions and intercompany transfers.

Our ability to utilize our NOL carryforwards may be limited.

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Furthermore, state NOLs may also be subject to separate limitations at the state level.

As of December 31, 2024, federal NOLs of $323.0 million and the state NOLs of $408.0 million expire on various dates between 2027 and 2042.

As of December 31, 2025 , the Company had federal NOL carryforwards of $413.0 million and state NOL carryforwards of $538.0 million.

Due to the 2017 U.S.

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federal NOLs after 2017 in the amount of $225.0 million have no expiration date, but such NOLs are subject to the 80% taxable limitation described above.

Under Section 163(j) of the Code, a taxpayer’s deduction for business interest expense is generally limited to the sum of (i) the taxpayer’s business interest income, (ii) 30% of the taxpayer’s “adjusted taxable income” and (iii) the taxpayer’s floor plan financing interest.

The amount of any excess business interest expense that is disallowed for a particular taxable year under Section 163(j) of the Code may be carried forward indefinitely.

Under Section 163(j) of the IRC, a taxpayer’s deduction for business interest expense is generally limited to the sum of (i) the taxpayer’s business interest income, (ii) 30% of the taxpayer’s “adjusted taxable income” and (iii) the taxpayer’s floor plan financing interest.

The amount of any excess business interest expense that is disallowed for a particular taxable year under Section 163(j) of the IRC may be carried forward indefinitely.

Due to the ongoing interest expense every year, our ability to utilize any excess business interest expense carryforwards may be limited.

Our ability to deduct these NOL carryforwards, excess business interest expense carryforwards, and other tax attributes against future taxable income could be limited if we experience an “ownership change,” as defined in Section 382 of the Code.

In general, an ownership change may result from one or more transactions increasing the aggregate ownership of certain persons (or groups of persons) in our stock by more than 50 percentage points over a testing period (generally three years).

Past or future direct or indirect changes in the ownership of our stock, including sales or acquisitions of our stock by certain stockholders and purchases and issuances of our stock by us, some of which are not in our control and/or may occur or have already occurred in the public markets, could result in an ownership change.

Our ability to deduct these NOL carryforwards, excess business interest expense carryforwards, and other tax attributes against future taxable income could be limited if we experience or have experienced an “ownership change,” as defined in Section 382 of the IRC.

Past or future direct or indirect changes in the ownership of our stock, some of which are not in our control and/or may occur or have already occurred in the public markets, could result in an ownership change that would limit NOL carryforwards.

Any resulting limitation on the use of our NOL carryforwards, excess business interest expense carryforwards, and certain other tax attributes could result in the payment of taxes above the amounts currently estimated.

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We may be subject to liabilities and losses that may not be covered by insurance.

Our employees and facilities are subject to the hazards associated with producing ethanol and biodiesel.

Our employees and facilities are subject to the hazards associated with producing ethanol, renewable natural gas, and biodiesel.

Operating hazards can cause personal injury and loss of life, damage to or destruction of property, plant and equipment, and environmental damage.

We maintain insurance coverage in amounts, against the risks that we believe are consistent with industry practice and maintain an active safety program.

We maintain insurance coverage in amounts and against the risks that we believe are consistent with industry practice.

However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage.

Events that result in significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial position.

Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program.

If we were to experience insurance claims or costs above our coverage limits or that are not covered by our insurance, we might be required to use working capital to satisfy these claims rather than to maintain or expand our operations.

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The occurrence of any of these events could have an adverse effect on our business.

Our business may be significantly disrupted upon the occurrence of a catastrophic event or cyberattack.

Our Keyes and Kakinada Plants are highly automated and they rely extensively on the availability of our network infrastructure and internal technology systems.

The failure of our systems due to a catastrophic event, such as an earthquake, fire, flood, tsunami, weather event, telecommunications failure, power failure, cyberattack or war, could adversely impact our business, results of operations and financial condition.

Our business systems may be significantly disrupted upon the occurrence of a catastrophic event or cyberattack.

The Keyes and Kakinada Plants are highly automated, and they rely extensively on the availability of our network infrastructure and internal technology systems.

The failure of systems due to a catastrophic event, such as an earthquake, fire, flood, tsunami, weather event, telecommunications failure, power failure, cyberattack or war, could adversely impact our business, results of operations, and financial condition.

We have developed disaster recovery plans and maintain backup systems in order to reduce the potential impact of a catastrophic event.

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Despite the implementation of cybersecurity measures including access controls, data encryption, vulnerability assessments, employee training, continuous monitoring, and maintenance of backup and protective systems, our network infrastructure and internal technology systems may still be vulnerable to cybersecurity threats and other electronic security breaches.

While we have taken reasonable efforts to protect ourselves, and to date, we have not experienced any material breaches or material losses related to cyberattacks, we cannot assure that any of our security measures would be sufficient in the future.

While we believe we have taken reasonable efforts to protect ourselves, we cannot be certain that any of our security measures would be sufficient in the future.

Adverse weather conditions, including as a result of climate change, may adversely affect the availability, quality, and price of agricultural commodities and agricultural commodity products, as well as our operations and operating results.

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Monitoring unauthorized use of our confidential information is difficult, and we cannot be certain that the steps we have taken to prevent unauthorized use of our confidential information, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the U.S., will be effective.

Companies in our industry aggressively protect and pursue their intellectual property rights.

From time to time, we receive notices from competitors and other operating companies, as well as notices from “non-practicing entities,” or NPEs, that claim we have infringed upon, misappropriated or misused other parties’ proprietary rights.

Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property.

It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies and processes, or confidential employee, customer or supplier data.

Any of our existing or future patents may be challenged, invalidated or circumvented.

It is possible that competitors or other unauthorized third parties may obtain, copy, use, or disclose our technologies and processes, or confidential employee, customer or supplier data, or that our existing or future patents may be challenged, invalidated, or circumvented.

We may not be able to successfully develop and commercialize our technologies, which may require us to curtail or cease our research and development activities.

In India, we developed a proprietary enzymatic process to convert free fatty acid feedstock into biodiesel for sale into the fuel market.

This process is not patented and is intended to not be disclosed to third parties, but the non-disclosure of this technology is not assured and the technology may be taken by other producers by hiring our former employees and other methods.

Since 2007, we have been developing patent-pending enzyme technology to enable the production of ethanol from a combination of starch and cellulose, or from cellulose alone.

In July 2011, we acquired Zymetis, Inc., a biochemical research and development firm, with several patents pending and in-process R&D utilizing the Z-microbe™ to produce renewable chemicals and advanced fuels from renewable feedstocks.

Since 2007, we have been developing enzyme technology to enable the production of ethanol from a combination of starch and cellulose, or from cellulose alone.

In 2011, we acquired Zymetis, Inc., a biochemical research and development firm, with several patents pending and in-process R&D utilizing the Z-microbe™ to produce renewable chemicals and advanced fuels from renewable feedstocks.

In 2018, in cooperation with a federally funded agency, we secured a grant from the California Energy Commission to optimize and demonstrate the effectiveness of ionic liquids technologies for breaking down biomass to produce ethanol.

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Commercialization risks include economic financial feasibility at commercial scale, availability of funding to complete large-scale commercial plant, ability of ionic liquids to function at commercial scale, and market acceptance of product.

In addition, Companies in our industry aggressively protect and pursue their intellectual property rights.

Technological advances and changes in production methods in the biomass-based biofuel industry and renewable chemical industry could render our plants obsolete and adversely affect our ability to compete.

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We rely on our suppliers for our business, including feedstocks and materials for our development and efficiency projects.

Future delays or interruptions in the supply chain due may be cause by world events such as the Russian-Ukraine conflict, Gaza war, and Red Sea vessel attacks.

Future delays or interruptions in the supply chain due may be cause by world events such as tariffs, the Russian-Ukraine conflict, and Red Sea vessel attacks.

These expose us to various risks that could increase our costs and/or impact our operations or business plans including:

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Failure to remediate a material weakness in, or inherent limitations associated with, internal accounting controls could result in material misstatements in our financial statements.

Our management has identified a material weakness in our internal control over financial reporting related to our complex business transactions processes.

See “Item 9A.

Controls and Procedures”.

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.

As a result, management has concluded that, due to such material weakness, our disclosure controls and procedures were not effective as of December 31, 2024.

Our efforts to improve our internal controls are ongoing;

however, there are inherent limitations in all control systems and no evaluation of controls can provide absolute assurance that all deficiencies have been detected.

If we are unable to maintain effective internal control over financial reporting, or after having remediated such material weakness, fail to maintain the effectiveness of our internal control over financial reporting or our disclosure controls and procedures, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to regulatory scrutiny, civil or criminal penalties or litigation.

Continued or future failure to maintain effective internal control over financial reporting could also result in financial statements that do not accurately reflect our financial condition or results of operations and may also restrict our future access to the capital markets.

There can be no assurance that we will not conclude in the future that this material weakness continues to exist or that we will not identify any significant deficiencies or other material weaknesses that will impair our ability to report our financial condition and results of operations accurately or on a timely basis.

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 our annual or interim financial statements will not be prevented or detected on a timely basis.

In the past, our management identified a material weakness in our internal control over financial reporting.

As described in Item 9A.

Controls and Procedures , we have implemented remediation measures to address the identified weakness, and management has concluded that the previously identified material weakness has been remediated and that our internal controls over financial reporting were effective as of December 31, 2025.

Notwithstanding the remediation of the previously identified material weakness, our internal control over financial reporting is subject to inherent limitations, and no system of internal control can provide absolute assurance that all deficiencies will be prevented or detected.

If we are unable to maintain effective internal control over financial reporting, or fail to maintain the effectiveness of our internal control over financial reporting or our disclosure controls and procedures, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to regulatory scrutiny, civil or criminal penalties, or litigation.

Failure to maintain effective internal control over financial reporting could also result in financial statements that do not accurately reflect our financial condition or results of operations and may also restrict our future access to the capital markets.

Risks related to ownership of our stock

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fluctuations in the market prices of ethanol and its co-products including WDG and corn oil;

ongoing operating losses and negative cash flows;

the cost of key inputs to the production of ethanol, including corn and natural gas;

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our financing activities and future sales of our common stock or other securities;

availability and pricing of the governmental programs, such as D3 RINs and LCFS credits.

The price at which you purchase shares of our common stock may not be indicative of the price that will prevail in the trading market.

You may be unable to sell your shares of common stock at or above your purchase price, which may result in substantial losses to you, and which may include the complete loss of your investment.

In the past, securities class action litigation has often been brought against a company following periods of high stock price volatility.

availability and pricing of governmental programs, such as D3 RINs and LCFS credits.

The price paid to purchase our common stock may exceed the price at which it can be sold in the trading market, which could result in substantial losses including a complete loss of the investment in purchasing our stock.

In the past, securities class action litigation has often been brought against companies after periods of high stock price volatility.

We may be the target of similar litigation in the future.

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We do not currently plan to pay dividends in the next few years.

We have not paid any cash dividends on any of our securities since inception and do not anticipate paying cash dividends on or commons stock in the foreseeable future.

We have not paid any cash dividends on any of our securities since inception and do not anticipate paying cash dividends on our commons stock in the foreseeable future.

Our principal shareholders hold a substantial amount of our common stock.

McAfee, our Chief Executive Officer and Chairman of the Board, along with our other officers and directors beneficially own, in the aggregate, a portion of our outstanding stock as further described in our proxy that is incorporated by reference into this 10-K .

As a result, these shareholders, acting together, may be able to influence matters requiring shareholder approval, including the election of directors and approval of mergers and acquisitions and other significant corporate transactions.

See “Security Ownership of Certain Beneficial Owners and Management.” The interests of these shareholders may differ from yours and this concentration of ownership enables these shareholders to exercise influence over many matters requiring shareholder approval, may have the eff ect of delaying, preventing or deterring a change in control, deprive you of an opportunity to receive a premium for your securities as part of a sale of the company and may affect the market price of our securities.

The exercise of outstanding options and warrants to purchase our common stock could substantially dilute your investment and reduce the voting power of your shares, impede our ability to obtain additional financing and cause us to incur additional expenses.

See “Security Ownership of Certain Beneficial Owners and Management.” The interests of these shareholders may differ from yours and this concentration of ownership enables these shareholders to exercise influence over many matters requiring shareholder approval, may have the eff ect of delaying, preventing, or deterring a change in control, depriving you of an opportunity to receive a premium for your securities as part of a sale of the company, and may affect the market price of our securities.

The exercise of outstanding options and warrants to purchase our common stock could substantially dilute your investment and reduce the voting power of your shares, impeding our ability to obtain additional financing and cause us to incur additional expenses.

There are outstanding options and warrants to acquire our common stock issued to employees and directors.

Additionally, certain of our financing arrangements, such as our EB-5 notes are convertible into shares of our common stock at fixed prices.

Additionally, certain of our financing arrangements, such as the EB-5 notes, are convertible into shares of our common stock at fixed prices.

Such securities allow their holders an opportunity to profit from a rise in the market price of our common stock such that conversion of the securities will result in dilution of the equity interests of our common stockholders.

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Our success depends on our continued ability to attract, retain, and motivate highly qualified management, manufacturing, and scientific personnel, in particular our Chairman and Chief Executive Officer, Eric McAfee.

In addition, as disclosed in our Quarterly Report on Form 10-Q for the period ending September 30, 2024, our Chief Financial Officer, Todd Waltz, has informed the Company of his desire to retire with an effective date expected in 2025.

In addition, as previously disclosed, our Chief Financial Officer, Todd Waltz, has informed the Company of his desire to retire with an effective date expected in 2026.

We maintain key person insurance on our Mr.

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Our success depends on our ability to manage the growth of our operations.

Our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources and personnel, which, if not effectively managed, could impair our growth.

Our strategy envisions growth that may impose a significant burden on our administrative and operational resources and personnel, which, if not effectively managed, could impair our growth.

The growth of our business will require significant investments of capital and management’s close attention.

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If we sell common stock, convertible securities, or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales and new investors could gain rights superior to our existing stockholders.

Inflation may adversely affect us by increasing the costs of operating our business.

Inflation can adversely affect us by increasing costs of feedstock, equipment, materials, and labor.

In addition, inflation is often accompanied by higher interest rates.

In an inflationary environment, such as the current economic environment, depending on other economic conditions, we may be unable to raise prices of our fuels or products to keep up with the rate of inflation, which would reduce our profit margins.

Given the inflation rates in fiscal year 2024, we have experienced, and continue to experience, increases in prices of feedstock, equipment, materials, and labor.

Continued inflationary pressures could impact our profitability.

Interest rates could change substantially, materially impacting our profitability.

Our borrowings expose us to interest rate risk, which could adversely affect our profitability.

We monitor and manage this exposure as part of our overall risk management program, but the changes in interest rates cannot always be predicted, hedged, or offset with price increases to eliminate earnings volatility.

Our borrowings include variable interest rates that expose us to increased costs if interest rates rise, which would adversely affect our profitability.

We are also continuing to seek new debt for both growth projects and refinancing of existing obligations, and increases in interest rates could make the new debt more expensive or cost prohibitive and unavailable.

Inflation, including as a result of commodity price inflation or supply chain constraints due to wars, may adversely impact our results of operations.

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As a result, inflation may have a material adverse effect on our results of operations and financial condition.

The impact of potential tariffs proposed by the new presidential administration is uncertain.

The impact of potential tariffs under the current presidential administration is uncertain.

Changes in U.S.

foreign trade policy, including as a result of the new presidential administration, could lead to the imposition of additional economic or trade sanctions, tariffs or other trade barriers against countries, individuals or entities with whom we transact.

foreign trade policy, including as a result of the current presidential administration, could lead to the imposition of additional economic or trade sanctions, tariffs, or other trade barriers against countries, individuals or entities with whom we transact.

Increased and/or new tariffs on equipment supply and raw materials, and shortages of skilled labor could significantly delay a project or otherwise increase our costs.

For example, the new administration has imposed and announced plans to impose broad-based tariffs on imports from many countries, including China, Mexico, and Canada, as well as countries of the European Union and Japan.

Such tariffs could cause the cost of procuring material and equipment used in the construction and development of our construction projects to significantly increase.

For example, the new administration has imposed and announced plans to impose broad-based tariffs on imports from many countries, including India and the European Union, as well as China, Mexico, and Canada.

Such tariffs could cause the cost of procuring material and equipment used in the construction and development of our projects to significantly increase.

Such changes in U.S.

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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 1A. Risk Factors