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):
June 4,
2020
Aemetis, Inc.
(Exact name of
registrant as specified in its charter)
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Nevada
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001-36475
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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.)
Securities
registered pursuant to Section 12(b) of the
Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock,
par value $0.001
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AMTX
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NASDAQ Stock
Market
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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))
☐
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (240.12b-2 of this
chapter).
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 4, 2020, the
Company’s Board of Directors (the “Board”)
appointed Naomi L. Boness as a Class II director to fill the
vacancy on the Board, with an initial term to continue until the
Company’s 2021 Annual Meeting of
Stockholders.
Dr. Naomi L. Boness is currently
Managing Director of the Natural Gas Initiative at Stanford
University and is an experienced practitioner in the energy sector,
with expertise in reservoir geophysics, environmental management,
investment analysis and strategic planning. Prior to joining
Stanford University, Dr. Boness held a variety of technical and
management positions at Chevron Corporation, most recently
overseeing upstream strategy and portfolio analysis, with
particular emphasis on North America shale gas and global LNG
projects. Her current research interests are in the role of gas in
decarbonization, optimization of shale gas developments, hydrogen
in the power sector and utilization of decision analysis for
national energy decisions in developing countries. Dr. Boness is an
invited member of the United Nations Expert Group on Resource
Classification, an invited member of the Renewable Gas Advisory
Committee for the Renewable Natural Gas Coalition and a former
chair of the Society of Exploration Geophysicists Oil and Gas
Reserves Committee. Dr. Boness holds a Ph.D. from Stanford
University in Geophysics, a M.Sc. from Indiana University and a
B.Sc. from the University of Leeds.
In connection with her service as a
member of the Board, Dr. Boness is eligible, subject to the
Company’s director compensation policy, to receive the
Company’s standard non-employee director cash and equity
compensation. Dr. Boness will receive a pro rata portion of the
$75,000 annual retainer for her service as a member of the Board in
2020. Additionally, she will receive a fee of $250 for each Board
or committee meeting she attends telephonically and a fee of $500
for each Board or committee meeting she attends in person. As a new
director, Dr. Boness is eligible under the Company’s director
compensation policy to receive a stock option grant to purchase
10,000 shares of the Company’s common stock pursuant to the
Company’s 2019 Stock Plan. The grant of the foregoing stock
option to Dr. Boness was approved by the Governance, Nominating and
Compensation Committee on June 4, 2020.
Item
5.07 Submission of
Matters to a Vote of Security Holders.
At the Annual Meeting of the
Company held on June 4, 2020, the following proposals were voted on
by the Company's stockholders, as set forth
below:
Proposal
1: Election of
Directors
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For
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Withhold
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Lydia I. Beebe
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10,835,380
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100,100
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John R. Block
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11,155,368
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250
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The foregoing candidates were
elected to the Company’s Board.
2
Proposal
2: Ratification of
the Amendment to the Aemetis, Inc. 2019 Stock Plan and the Director
Stock Option Grant
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For
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Against
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Withhold
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10,008,392
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1,138,464
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8,992
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The proposed amendment to the
Company’s 2019 Stock Plan and the proposed director stock
option grant were ratified.
Proposal
3: Ratification of
Auditors
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For
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Against
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Abstain
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11,266,950
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344
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142
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The appointment of RSM US LLP as
the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2020 was
ratified.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standards; Transfer of Listing.
On
June 5, 2020, Aemetis, Inc. (the “Company”)
received a
letter (the “Letter”) from the staff (the
“Staff”) of the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) regarding the
Company’s violation of Nasdaq Listing Rule 5635(c) (the
“Rule”) in connection with the Company’s granting
of an option to purchase an aggregate of 25,000 shares of its
common stock from a non-shareholder approved inducement plan (the
“Option Grant”). The Rule generally requires
shareholder approval prior to an issuance of securities in
connection with any equity compensation arrangement. The Staff
determined that shareholder approval was required for the Option
Grant, and because such shareholder approval was not received, the
Company violated the Rule.
To remediate this non-compliance, the Company promptly nullified
the Option Grant and restored the plan to its full number of shares
available for issuance. Accordingly, the Staff determined in the
Letter that the Company has regained compliance with the Rule,
subject to this disclosure.
3
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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June 9, 2020
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By:
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/s/ Eric A.
McAfee
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Eric A.
McAfee
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Chief Executive
Officer
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