8-K

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): April 28, 2017

Aemetis, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-51354	26-1407544
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 April 28, 2017, 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 April 28, 2017, 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 $1,500,000. The Promissory Note contains certain restrictions on the use of proceeds, to be approved by the Payee. The Promissory Note bears interest from April 28, 2017 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) closing of the financing transaction between the Company and Goodland Advanced Fuels, Inc. governed by a term sheet dated April 13, 2017, (b) receipt of proceeds from any financing, refinancing or other similar transaction, (c) extension of credit by the Payee, as lender or as agent on behalf of certain lenders, to the Company or its affiliates and (d) June 15, 2017. 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.

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	DESCRIPTION
Exhibit 10.1	Promissory Note, dated as of April 28, 2017, by and between Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc., Aemetis Facility Keyes, Inc. and Third Eye Capital Corporation

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.

	AEMETIS, INC.
	By:	/s/ Eric A. McAfee
	Name:	Eric A. McAfee
	Title:	Chief Executive Officer
May 4, 2017		(Principal Executive Officer)

EX-10.1

Exhibit 10.1

PROMISSORY NOTE

$1,500,000 April 28, 2017

FOR VALUE RECEIVED, the undersigned, AEMETIS ADVANCED FUELS KEYES, INC, a Delaware corporation (“AAFK”), AEMETIS FACILITY KEYES, INC. (formerly known as AE Advanced Fuels Keyes, Inc.), a Delaware corporation and successor-in-interest to Keyes Facility Acquisition Corp., a Delaware corporation (“Keyes Facility”, and together with AAFK, “Borrowers”) and AEMETIS, INC. (formerly known as AE Biofuels, Inc.), a Nevada corporation (“Parent”, and together with Borrowers, the “Debtors”) jointly and severally promise to pay to the order of THIRD EYE CAPITAL CORPORATION (the “Lender”) the principal amount of one million five hundred thousand dollars ($1,500,000.00), together with interest thereon as set forth below, at its offices or such other place as the Lender may designate in writing.

This promissory note (the “Note”) is being issued to the Lender in connection with the Amended and Restated Note Purchase Agreement made as of July 6, 2012 (as amended, restated, supplemented, revised, or replaced from time to time, the “NPA”) by and among the Debtors, the Lender, as agent for the Noteholders thereunder (in such capacity, the “Agent”) and the Noteholders. Capitalized terms used but not defined herein shall have the meaning given to them in the NPA. This Note is one of the Notes under the NPA and is subject to the provisions of the NPA.

1.

Use of Proceeds. The proceeds of this Note may only be used by the Debtors to pay the Placement Fee in the amount of $500,000, and a reserve against liquidated damages in the amount of $500,000 directly or on behalf of Goodland Advanced Fuels, Inc., as each may be referenced in the Term Sheet dated April 13, 2017 (“Goodland Term Sheet”) or as such payments may be described and defined in the Note Purchase Documentation with respect to the Financing (as such terms are defined in the Goodland Term Sheet), and for working capital purposes approved by the Lender in its sole discretion. At closing of the Financing (as defined in the Goodland Term Sheet), the reserve against liquidated damages referenced above will be credited towards the Closing Fee (as defined in the Goodland Term Sheet).

2.

Interest. From the date hereof until the repayment of this Note in full, interest on $500,000 of the principal amount outstanding shall be calculated at the rate of 14% per annum, and paid monthly in arrears; provided, however, that in the event of default under the NPA or non-payment of this Note by the Maturity Date: (i) interest on the entire $1,500,000 principal amount shall be retroactively calculated at the rate of 14% per annum from the date hereof until the Maturity Date or, as applicable, the date of an event of default under the NPA; and (ii) the interest rate on the entire principal amount outstanding shall be increased to 20% per annum from and after the Maturity Date or, if applicable, the date of an event of default under the NPA until the repayment of this Note in full.

3.

Maturity Date. The outstanding principal balance of the indebtedness evidenced hereby, plus any accrued but unpaid interest and any other sums due hereunder, shall be due and payable in full at the earlier to occur of (a) closing of the Financing (as defined in the Goodland Term Sheet), (b) receipt of proceeds from any financing, refinancing or other similar transaction, (c) extension of credit by the Lender, or Agent on behalf of certain lenders or the Noteholders, to the Debtors or their affiliates, and (c) June 15, 2017 (the “Maturity Date”).

4.

Upfront Fee. The Debtors shall pay to the Lender a fee in the amount of $20,000 payable to the Lender which shall be deemed earned and non-refundable on the date hereof and shall be payable from the proceeds of the Note.

5.

Acknowledgement of Security. The Debtors hereby acknowledge, confirm and agree that this Note is secured by valid and enforceable liens and security interests upon and in the property and assets of the Obligors pursuant to, and as described in, the NPA and the other Note Purchase Documents.

6.

Additional Obligations of the Debtors. As further consideration for the Lender providing the funds contemplated under this Note, the Debtors hereby agree to, upon the request of the Lender, take such action, and execute and deliver such further documents as may be reasonably necessary or appropriate to give effect to the provisions and intent of this Note.

7.

Waivers. Each Debtor hereby waives demand, presentment for payment, notice of dishonor, protest, and notice of protest and diligence in collection or bringing suit.

8.

Attorneys’ Fees. Each Debtor agrees to pay reasonable attorneys’ fees and costs incurred by Agent and Lender in collecting on this Note, whether by suit or otherwise.

9.

Paramountcy. In the event of any conflicts between the provisions of this Note and any provisions of the NPA, solely in connection with this Note, the provisions of this Note shall prevail and be paramount.

10.

Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.

11.

Miscellaneous. This Note and the obligations hereunder may not be assigned by Debtors without the prior written consent of the Lender. This Note and the rights hereunder may be assigned by Lender without the consent of Debtors. Time is of the essence under this Note. As used herein, the terms “Debtors” and “Lender” shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law. Each Debtor hereby submits to jurisdiction in the State of Delaware and this Note shall be governed by and be construed in accordance with the laws of the State of Delaware. This Note may not be modified except by written agreement signed by Debtors and the Lender.

IN WITNESS WHEREOF, each Debtor has caused this Note to be executed and delivered under seal as of the date first set forth above.

BORROWERS:

AEMETIS ADVANCED FUELS KEYES, INC.

By: /s/ Eric A. McAfee                       

Name: Eric A. McAfee

Title: Chief Executive Officer

AEMETIS FACILITY KEYES, INC.

By: /s/ Eric A. McAfee                       

Name: Eric A. McAfee

Title: Chief Executive Officer

PARENT:

AEMETIS, INC.

By: /s/ Eric A. McAfee                         

Name: Eric A. McAfee

Title: Chief Executive Officer