What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-14 · 44 added, 56 removed, 272 unchanged (27% of the section changed)

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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.

Based on this evaluation, our CEO and CFO concluded that, the material weaknesses over financial reporting as identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 have been remediated.

The IT general controls along with internal controls over financial reporting were strengthened and concluded to be 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.

Inherent Limitations on Effectiveness of Controls

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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.

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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:

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.

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.

Based on the results of management’s assessment and evaluation we have determined that our internal control over financial reporting was effective.

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.

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.

Discussed below are changes made to our internal control over financial reporting during the year ended December 31, 2025.

In the year ending December 31, 2024, we had the following material weaknesses:

Not maintaining sufficient information and documentation related to the performance of our technology general controls (ITGCs).

During 2024 we identified four instances of controls with reportable issues.

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

The testing in the fourth quarter of 2024 indicated that the controls were adequately remediated, and with a successful evaluation of control operating effectiveness of these controls during 2025, we fully remediated this material weakness.

As a result of recent growth, our India Biodiesel segment, was included in the scope of our internal control evaluation.

Through testing, we determined the business unit 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.

We implemented process and system improvements to the India accounting program during 2025, and as of December 31, 2025 we concluded that the controls over financial reporting were effective.

In 2025, we enhanced the accounting and finance function through the training of team members, improving oversight and documentation of ITGC control procedures, and leveraging additional review and documentation tools across all subsidiaries.

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

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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 10, 2026, Goodland Advanced Fuels, Inc.

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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 .

8 to Credit Agreement" with Third Eye Capital Corporation to amend the existing Amended and Restated Credit Agreement to (i) replace the Carbon Revolving Line maturity date of April 1, 2026 with a new provision that makes the Carbon Revolving Line due on demand of the lender, and (ii) changes the interest rate for the Carbon Revolving Line to the greater of prime plus 9% or 13%.

The Amendment is attached as Exhibit 10.62 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 10.62.

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 .

On March 10, 2026, Aemetis Advanced Fuels Keyes, Inc.

and Aemetis Facility Keyes, Inc.

entered into an agreement entitled "Amendment and Waiver No.

31 to Amended and Restated Note Purchase Agreement" with Third Eye Capital Corporation to amend the existing Amended and Restated Note Purchase Agreement to replace the maturity dates of the California Ethanol segment debt agreements with a new provision that makes each loan due on demand of the lender.

The Amendment is attached as Exhibit 10.63 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 10.63.

(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).

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Exhibit and Financial Statement Schedules.

Financial Statements

(a) Financial Statements

The following consolidated financial statements are included in this Annual Report:

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Notes to Consolidated Financial Statements

Financial Statement Schedules

(b) 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.

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Certificate of Incorporation

Amendment to Certificate of Incorporation

Amended and Restated Bylaws

Description of Registered Securities

Amended and Restated 2019 Stock Plan

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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.

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.

Limited Waiver and Amendment No.

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and Third Eye Capital Corporation

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.

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.

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Heiskell Holdings, LLC

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.

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.

Series A Preferred Unit Purchase Agreement, dated as of December 20, 2018, by and among Aemetis Biogas LLC, Protair-X Americas, Inc.

and Third Eye Capital Corporation

Security Agreement, dated as of December 20, 2018, by and between Aemetis Biogas LLC and Third Eye Capital

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.

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.

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.

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.

Eleventh Waiver and Amendment to Series A Preferred Unit Purchase Agreement, effective as of December 31, 2025, by and among Aemetis Biogas LLC, Protair-X Technologies Inc.

and Third Eye Capital Corporation.

Fuel Ethanol Purchase and Sale Agreement, effective as of June 9, 2021, by and between Aemetis Advanced Fuel Keyes, Inc.

and Murex LLC.

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.

Lease Disposition and Development Agreement, dated as of December 14, 2021, by and between Aemetis Properties Riverbank, Inc.

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and City of Riverbank, California

Amended and Restated Credit Agreement, dated as of March 2, 2022

Warrant to Purchase Stock, dated as of March 2, 2022 ("Fuels Revolving Line Warrant")

Warrant to Purchase Stock, dated as of March 2, 2022 ("Carbon Revolving Line Warrant")

Amended and Restated Credit Agreement, dated as of March 2, 2022, between Goodland Advanced Fuels, Inc., Aemetis Carbon Capture, Inc., Third Eye Capital Corporation, Aemetis, Inc.

and other guarantors, and various lenders

Amended and Restated General Security Agreement, dated as of March 2, 2022

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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.

March 14, 2025

Promissory Note, dated March 11, 2025, issued by Goodland Advanced Fuels, Inc.

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to Third Eye Capital Corporation.

March 14, 2025

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.

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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.

Amendment and Waiver No.

8 to Credit Agreement, effective as of March 10, 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.

Limited Waiver and Amendment No.

31 to Amended and Restated Note Purchase Agreement dated March 10, 2026, by and among Aemetis Advanced Fuels Keyes, Inc., Aemetis Facility Keyes, Inc., Aemetis, Inc.

and Third Eye Capital Corporation, as agent for Ninepoint - TEC Private Credit Fund, Ninepoint - TEC Private Credit Fund II, MBI/TEC Private Debt Open-end Trust Fund and TEC Credit Income Master Fund, and acknowledged and agreed by the guarantors listed on the signature page thereto.

Agreement Between Owner and Design-Builder effective as of September 4, 2025, between Aemetis Advanced Fuels Keyes, Inc.

and NPL Construction Co.

Code of Ethics

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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.

† Certain portions of this exhibit, that are not material and would likely cause competitive harm to the registrant if publicly disclosed, have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

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.

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(Principal Executive Officer and Director)

/s/ Todd Waltz

Chief Financial Officer

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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 9A. Controls and Procedures