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EX-10.1 - PROMISSORY NOTE, DATED AS OF FEBRUARY 27, 2018 - AEMETIS, INC | amtx_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 27,
2018
Aemetis, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-51354
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26-1407544
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code:
(408) 213-0940
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material
Definitive Agreement.
As reported in Item 2.03 of this Form 8-K, on February 27, 2018,
Aemetis, Inc. (the “Registrant”) and certain of its
subsidiaries (together with the Registrant, the
“Company”) executed and delivered to Third Eye Capital
Corporation (the “Payee”) a promissory note, a copy of
which is included as Exhibit 10.1 to this Form 8-K (the
“Promissory Note”). Exhibit 10.1 as well as its
description included in Item 2.03 of this Form 8-K are incorporated
into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial
Obligation.
On February 27, 2018, the Company entered into a short-term credit
facility for working capital and other general corporate purposes
governed by the Promissory Note, payable to the Payee in the
principal amount of $2,100,000. The Promissory Note contains
certain restrictions on the use of proceeds, to be approved by the
Payee. The Promissory Note bears interest from February 27, 2018
until repayment in full at the rate of 14% per annum, paid monthly
in arrears. The outstanding principal balance of the indebtedness
evidenced by the Promissory Note, plus any accrued but unpaid
interest and any other sums due thereunder, shall be due and
payable in full at the earlier to occur of (a) the closing of any
new debt or equity financing, refinancing or other similar
transaction between the Payee or any fund or entity arranged by the
Payee and the Company or its affiliates, (b) receipt by the Company
or its affiliates of proceeds from any sale, merger, equity or debt
financing, refinancing or other similar transaction from any third
party and (c) April 30, 2018. The Note is secured by liens and
security interests upon the property and assets of the Company as
described in that certain Amended and Restated Note Purchase
Agreement, dated as of July 6, 2012. In connection with the entry
into the Promissory Note, the Company paid an upfront
non-refundable fee in the amount of $100,000, payable from the
proceeds of the Promissory Note.
The foregoing descriptions of the Promissory Note do not purport to
be complete and are qualified in their entirety by reference to the
full text of the Promissory Note, which is filed as Exhibit 10.1
hereto and incorporated by reference herein.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
EXHIBIT NUMBER
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DESCRIPTION
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Exhibit 10.1
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Promissory
Note, dated as of February 27, 2018, by and between Aemetis, Inc.,
Aemetis Advanced Fuels Keyes, Inc., Aemetis Facility Keyes, Inc.
and Third Eye Capital Corporation
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AEMETIS, INC.
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By:
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/s/
Eric A. McAfee
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Name:
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Eric
A. McAfee
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Title:
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Chief
Executive Officer
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March
2, 2018
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(Principal Executive Officer)
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