AEMETIS, INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Filer, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8- K)

Section 1.01 Entering into a Material Definitive Agreement.

construction loan agreement

On October 4, 2022Aemetis Biogas 1 LLC, as borrower (“Borrower”) and Aemetis Biogas Holdings LLCas guarantor (“Guarantor”), each a wholly-owned subsidiary of Aemetis, Inc.has entered into a construction loan agreement (“loan agreement”) with Greater Nevada Credit Union (“GNCU”) for itself and as agent/name for other lending institutions having an interest, direct or indirect, in the Loan (as defined below) from time to time (together with its successors and assigns, the “Lender”).

In accordance with the loan agreement, the lender has made available to the borrower a total amount in principal not exceeding $25 million (the “Loan”), of which, at closing, (i) $12 million will be available to pay Third Eye Capital Company for the release of its security on certain movable property as security for the Borrower, (ii) approximately $6.8 million will be available for the development, design, licensing, financing, construction and operation of six anaerobic digestion systems located on dairies to be used for the collection of methane gas from dairy and other dairy manures. cow and the treatment of this gas by Renewable natural gas (the “Project”) and (iii) approximately $0.8 million will be available for working capital purposes.

The loan is guaranteed by all movable and immovable securities of the borrower. Other material terms of the loan include: (i) an interest rate of 5.95% per annum, interest only to be paid in monthly installments, and (ii) a maturity date of March 4, 2023, at which time the entire principal amount outstanding, together with accrued and unpaid interest thereon, shall become due and payable. The loan is expected to be repaid from the proceeds of a term loan in the principal amount of $25 millionbe 80% guaranteed by one or more USDA guarantees issued by the USDA under a conditional commitment from the USDA.

The loan agreement contains certain financial covenants, including, but not limited to, requirements that the borrower (i) maintain a debt to Net value from less than 9.0 to 1.0 measured annually, beginning at the end of the second year after closing for the term of the loan and (ii) maintain a debt service coverage ratio of at least 1, 25 to 1.00 from the second full year of operation of the Project, to be measured on the last day of each fiscal year beginning at the end of 2023, annually for the duration of the Loan. The Loan Agreement also contains other positive and negative covenants, representations and warranties and events of default customary for loan agreements of this nature.

The above description of the Loan Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed as Schedule 10.1 and incorporated by reference into this Article 1.01. The representations, warranties and covenants contained in the Loan Agreement were made solely for the purposes of this Agreement and on specific dates, were solely for the benefit of the parties to this Agreement and may be subject to any limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the agreement.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

To the extent required, the information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated into this Section 2.03 by reference.

Section 7.01. FD Regulation Disclosure.

On October 6, 2022the Company has issued a press release, posted on its website at www.aemetis.com, announcing the Loan Agreement, a copy of which is provided as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Information provided pursuant to this Section 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended. , nor shall they be incorporated by reference in any future documents filed by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless expressly stated otherwise. by specific reference in such deposit.

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Item 9.01         Financial Statements and Exhibits.

(d)  Exhibits.


Exhibit
Number    Description of the Exhibit

            Construction Loan Agreement, dated as
          of October 4, 2022, among Aemetis
          Biogas 1 LLC, as borrower, Aemetis
          Biogas Holdings LLC, as guarantor and
          Greater Nevada Credit Union, as
10.1*     lender.
            Press Release, dated October 6,
99.1      2022.
          Cover Page Interactive Data File
          (embedded within the Inline XBRL
104       document)

* Appendices and Attachments to the Agreement have been omitted pursuant to Section 601(a)(5) of Regulations SK. A copy of any attachments and/or omitted exhibits will be provided to the Security and Exchange Commission on demand.

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