AEMETIS, INC 8-K

What Happened
Aemetis, Inc. (through subsidiary Aemetis Biogas LLC, “ABGL”) announced an Eleventh Waiver and Amendment to its Series A Preferred Unit Purchase Agreement with Protair‑X Technologies Inc. (filed as Exhibit 10.1). The amendment, effective December 31, 2025 and executed February 4, 2026, extends ABGL’s obligation to redeem the Holder’s Series A Preferred Units from December 31, 2025 to April 30, 2026 and modifies the aggregate redemption price.

Key Details

• Holder: Protair‑X Technologies Inc. (owns 100% of ABGL’s Series A Preferred Units); agent: Third Eye Capital Corporation.
• New redemption date: April 30, 2026 (was Dec 31, 2025).
• Aggregate redemption price revised to $114.7 million (reflects prior payments and includes a $2.0 million fee increase for this amendment).
• If ABGL does not redeem by April 30, 2026, ABGL will enter a Credit Agreement effective May 1, 2026 (matures May 1, 2027) with interest equal to the greater of 16.0% or prime + 10.0%, guaranteed by Aemetis, Inc. and certain subsidiaries and secured by the assets of ABGL and the guarantors.

Why It Matters
This amendment delays a sizable cash redemption obligation or, alternatively, replaces it with a short‑term credit facility that carries a high interest rate (minimum 16%) and a security interest in company assets plus parent/subsidiary guarantees. For investors, that means the company faces either a large near‑term cash payout ($114.7M) or increased indebtedness and potential liens on assets, both of which could affect Aemetis’s liquidity, leverage and financial flexibility. The full agreement terms are filed as Exhibit 10.1 to the 8‑K.