Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275888
Prospectus
Aemetis, Inc.
126,008 shares of Common Stock for Sale by the Selling Stockholders
This prospectus relates to the offer and sale
from time to time by the selling stockholders identified in this prospectus or a supplement hereto of 126,008 shares of common stock,
par value $0.001 per share (the “Common Stock”), of Aemetis, Inc. (“Aemetis,” the “Company,”
“we” or “us”) that are issuable upon the conversion of all issued and outstanding shares of our
Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”). The Series B Preferred were issued
in private placement transactions in 2006 and 2007, pursuant to which one of our predecessor companies sold such shares to the selling
stockholders (the “Private Placement”). Pursuant to the Certificate of Designation governing the Series B Preferred,
the Series B Preferred shall automatically convert (the “Automatic Conversion”) into Common Stock upon the effectiveness
of the registration statement of which this prospectus forms a part. We are registering the offer and sale of the shares of Common Stock
to effect the Automatic Conversion. Following the Automatic Conversion, there will be no shares of Series B Preferred issued and outstanding.
We have agreed to bear all of the expenses incurred
in connection with the registration of the sale of shares of Common Stock covered by this prospectus other than those expenses related
to transfer taxes, underwriting or brokerage commissions or discounts associated with the sale of shares of Common Stock pursuant to this
prospectus. We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of shares
of Common Stock by the selling stockholders. The shares of Common Stock to which this prospectus relates may be offered and sold from
time to time directly by the selling stockholders or alternatively through underwriters, broker-dealers or agents. The selling stockholders
will determine at what price they may sell the shares of Common Stock offered by this prospectus, and such sales may be made at fixed
prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.
For additional information on the methods of sale that may be used by the selling stockholders, see the section titled “Plan of
Distribution.”
We may amend or supplement this prospectus from
time to time by filing amendments or supplements as required. You should carefully read this prospectus before you invest. You also should
read the documents we have referred you to under the headings “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference” of this prospectus for information about us and our financial statements.
The Common Stock is listed on the Nasdaq Global
Market under the symbol “AMTX.” On November 29, 2023, the last reported sale price of the Common Stock on the Nasdaq Global
Market was $4.37 per share.
Investing in shares of our Common Stock involves
risks. See the section entitled “Risk Factors” beginning on page 3 of this prospectus. You should carefully read and consider
these risk factors before you invest in shares of our Common Stock.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus
is December 12, 2023.
TABLE OF CONTENTS
Page
This prospectus is part of a registration statement that we
have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling stockholders named
herein may, from time to time, offer and sell or otherwise dispose of shares of Common Stock covered by this prospectus. You should not
assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of
this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus is delivered or the shares of Common Stock are sold or otherwise disposed of on
a later date. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under
any circumstances, imply that there has been no change in our affairs since the date of this prospectus. The prospectus will be updated,
and updated prospectuses made available for delivery, to the extent required by the federal securities laws. It is important for you to
read and consider all information contained in this prospectus, including the documents incorporated by reference herein, in making your
investment decision. You should also read and consider the information in the documents to which we have referred you under the caption
“Where You Can Find More Information” in this prospectus.
We have not authorized anyone to provide any information or
to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take
no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not
making, and the selling stockholders may not make, an offer to sell these securities in any jurisdiction where an offer or sale is not
permitted.
This prospectus contains forward-looking statements that are
subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements.”
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, the selling stockholders
may, from time to time, offer and sell the shares of Common Stock described in this prospectus in one or more offerings.
In
addition, a prospectus supplement may also add, update or change the information contained or incorporated in this prospectus. Any prospectus
supplement will supersede this prospectus to the extent it contains information that is different from, or that conflicts with, the information
contained or incorporated in this prospectus. The registration statement we filed with the SEC includes exhibits that provide more detail
of the matters discussed in this prospectus. You should read and consider all information contained in this prospectus and the related
registration statement and exhibits filed with the SEC and any accompanying prospectus supplement in making your investment decision.
You should also read and consider the information contained in the documents identified under the headings “Where You Can Find More
Information” and “Incorporation of Certain Information by Reference” in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The registration statement that we have filed
with the SEC registers the securities offered by this prospectus under the Securities Act. The registration statement, including the exhibits
to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included
in the registration statement from this prospectus.
The Company files reports, proxy statements
and other information with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
You can read the Company’s filings with the SEC, including this prospectus, on the internet at the SEC’s website at http://www.sec.gov.
We also make available free of charge on the
Investors section of our website, https://www.aemetis.com/, all materials that we file electronically with the SEC, including our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports
as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained
on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents we incorporate
by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the
Exchange Act, and the Private Securities Litigation Reform Act of 1995 (“PSLRA”), and/or in releases made by the SEC. Such
statements include, without limitation, statements regarding our expectations, hopes or intentions regarding the future. Statements that
are not historical fact are forward-looking statements. You can often identify these forward looking statements by words such as “expect,”
“believe,” “anticipate,” “outlook,” “could,” “target,” “project,”
“intend,” “plan,” “seek,” “estimate,” “should,” “will,” “may”
and “assume,” as well as variations of such words and similar expressions referring to the future. These cautionary statements
are made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe
harbor” provisions of such laws.
The
forward-looking statements contained in or incorporated by reference into this prospectus are largely based on our expectations, which
reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently
known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain
and involve certain risks and uncertainties, many of which are beyond our control. If any of those risks and uncertainties materialize,
actual results could differ materially from those discussed in any such forward-looking statement. Among the factors that could cause
actual results to differ materially from those discussed in forward-looking statements are those described as “Risk Factors”
below, those discussed under the heading “Risk Factors” and other headings of our Annual Reports on Form 10-K, as well as
in our other reports filed from time to time with the SEC that are incorporated by reference into this prospectus. See “Where You
Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus for information
about how to obtain copies of those documents.
All
readers are cautioned that the forward-looking statements contained in this prospectus and in the documents incorporated by reference
into this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or
that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in
the forward-looking statements. All forward-looking statements in this prospectus and the documents incorporated by reference into
it are made only as of the date of the document in which they are contained, based on information available to us as of the date of that
document, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated
with them. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise.
PROSPECTUS SUMMARY
The following summary highlights information
contained elsewhere or incorporated by reference into this prospectus. It may not contain all the information that may be important to
you. You should read this entire prospectus, including all documents incorporated by reference, carefully, especially the “Risk
Factors” section beginning on page 3 of this prospectus and incorporated by reference from our Annual Report on Form 10-K for the
year ended December 31, 2022, and any subsequently filed Quarterly Reports on Form 10-Q and our other filings with the SEC that are incorporated
by reference into this prospectus, and our financial statements and related notes incorporated by reference in this prospectus before
making an investment decision with respect to our securities. Please see the sections titled “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference” in this prospectus.
Our Company
Aemetis has a mission to transform renewable
energy with low and below zero carbon intensity transportation fuels. Founded in 2006 and headquartered in Cupertino, California, Aemetis
is a renewable natural gas, renewable fuel, and biochemicals company focused on the acquisition, development, and commercialization of
innovative technologies that replace petroleum-based products and reduce greenhouse gas emissions. Aemetis built, operates and is actively
expanding a California biogas digester network and pipeline system that converts dairy waste gas into Renewable Natural Gas. Aemetis owns
and operates a 65 million gallon per year ethanol production facility in California’s Central Valley near Modesto that supplies
about 80 dairies with animal feed. Aemetis owns and operates a 60 million gallon per year biodiesel production facility on the East Coast
of India, producing high-quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis is developing the
Carbon Zero Sustainable Aviation Fuel and renewable diesel fuel plant in Riverbank, California to supply low carbon fuels to airlines
and truck travel stops. Our common stock trades on the Nasdaq Global Market under the symbol “AMTX.”
Corporate Information
The mailing address of our principal executive
office is 20400 Stevens Creek Blvd., Suite 700, Cupertino, California 95014, and our telephone number is (408) 213-0940. We maintain a
website at https://www.aemetis.com/. The information contained on our website is not intended to form a part of, or be incorporated by
reference into, this prospectus. For a description of our business, financial condition, results of operations and other important information
regarding us, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find
copies of these documents, see “Where You Can Find More Information.”
|
|
|
THE OFFERING |
Common Stock offered by the selling stockholders |
Up to 126,008 shares of Common Stock. |
Use of proceeds |
We are not selling any shares of Common Stock under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the selling stockholders. |
Risk factors |
An investment in shares of Common Stock involves a high degree of risk. Please refer to the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” herein and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before investing in shares of Common Stock. |
Nasdaq Global Market symbol |
AMTX. |
|
RISK FACTORS
An investment in the Common Stock involves a
high degree of risk. Before you decide to invest in shares of Common Stock, you should consider carefully all of the information in this
prospectus and the documents incorporated by reference herein and, in particular, the risks described below and the Risk Factors included
in any prospectus supplement or amendment, our Annual Report on Form 10-K for the year ended December 31, 2022, and any subsequently filed
Quarterly Reports on Form 10-Q and our other filings with the SEC that are incorporated by reference into this prospectus. The risks described
in this prospectus or in any document incorporated by reference are not the only ones we face. There may be other unknown or unpredictable
economic, business, competitive, regulatory or other factors that could have material adverse effects on our business, prospects, financial
condition and results of operations. In any such case, the trading price of shares of Common Stock could decline materially and you could
lose all or part of your investment. Past financial performance may not be a reliable indicator of future performance and historical trends
should not be used to anticipate results or trends in future periods.
USE OF PROCEEDS
All of the shares of Common Stock covered by
this prospectus are being sold by the selling stockholders. We will not receive any of the proceeds from these sales. See the section
titled “Selling Stockholders.” We will bear all of the expenses incurred in connection with the registration of the shares
of Common Stock covered by this prospectus other than those expenses related to transfer taxes, underwriting or brokerage commissions
or discounts associated with the sale of shares of Common Stock pursuant to this prospectus.
SELLING STOCKHOLDERS
This prospectus covers the offering for resale
of 126,008 shares of Common Stock that may be offered and sold from time to time under this prospectus by the selling stockholders identified
below, subject to any appropriate adjustment as a result of any stock dividend, stock split or distribution, or in connection with a combination
of shares. The shares of Common Stock are issuable upon the Automatic Conversion of the Series B Preferred that were issued in the Private
Placement. Pursuant to the Certificate of Designation governing the Series B Preferred, the Automatic Conversion shall be effective immediately
upon the effectiveness of the registration statement of which this prospectus forms a part. Following the Automatic Conversion, there
will be no shares of Series B Preferred issued and outstanding.
We have prepared the below table and the related
notes as of November 27, 2023, based on information supplied by the Company’s transfer agent and information previously supplied
to us by the selling stockholders. We believe the selling stockholders identified herein have sole voting and dispositive power with respect
to the shares of Common Stock reported as beneficially owned by it. Because any selling stockholder identified in the table may sell some
or all of the shares of Common Stock owned by it which are included in this prospectus, no estimate can be given as to the number of the
shares of Common Stock available for resale hereby that will be held by any selling stockholder upon termination of this offering. In
addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of,
at any time and from time to time, if applicable, the shares of Common Stock they hold in transactions exempt from the registration requirements
of the Securities Act after November 27, 2023. We have, therefore, assumed for the purposes of the following table, that the selling stockholders
will sell all of the shares of Common Stock beneficially owned by them that are covered by this prospectus. The selling stockholders are
not obligated to sell any of the shares of Common Stock offered by this prospectus. The percent of beneficial ownership for the selling
stockholders assumes the Automatic Conversion of the Series B Preferred into Common Stock and is based on 39,506,266 shares of Common
Stock outstanding as of November 27, 2023.
Selling Stockholder |
Shares of Common Stock Beneficially Owned Prior to the Offering (1) |
Shares of Common Stock Offered Hereby |
Shares of Common Stock Beneficially Owned After Completion of the Offering |
|
Number |
Percentage |
|
Number |
Percentage |
2002 Knott Family Trust |
2,000 |
* |
2,000 |
- |
- |
Atlas II LP |
3,400 |
* |
3,400 |
- |
- |
Alan K. Babin |
1,000 |
* |
1,000 |
- |
- |
Barbara Jean Adey |
3,500 |
* |
3,500 |
- |
- |
John L. Boland |
500 |
* |
500 |
- |
- |
Don C. Bottorf |
1,000 |
* |
1,000 |
- |
- |
Charles Micahel O’Brien C/O Annette Cassella National Securities Corp. |
1,000 |
* |
1,000 |
- |
- |
John Colgate |
600 |
* |
600 |
- |
- |
Linda De Andrea |
500 |
* |
500 |
- |
- |
Double U Master Fund LP |
3,333 |
* |
3,333 |
- |
- |
Domenic Signorelli DPM |
500 |
* |
500 |
- |
- |
Robert E. & Rosalie T. Dettle Living Trust DTD 2 29 80 Robert E. Dettle Ttee |
1,000 |
* |
1,000 |
- |
- |
New York State Comptroller Office of Unclaimed Funds |
5,300 |
* |
5,300 |
- |
- |
Pedro Favela |
500 |
* |
500 |
- |
- |
Cardiology Associates FBO ED Schuster MD |
1,667 |
* |
1,667 |
- |
- |
Foster Revocable Trust U/A/S 09/13/82 |
1,167 |
* |
1,167 |
- |
- |
Martin Hagenson |
500 |
* |
500 |
- |
- |
Bojraj Kewalani c/o Vinico Fashions LLC |
5,000 |
* |
5,000 |
- |
- |
George C. Koutures |
1,000 |
* |
1,000 |
- |
- |
Chih M. Li |
700 |
* |
700 |
- |
- |
Lakshmana Madala |
500 |
* |
500 |
- |
- |
Athan Magganas |
1,167 |
* |
1,167 |
- |
- |
Steve Michael Moore |
2,500 |
* |
2,500 |
- |
- |
Thaine R. Morris |
500 |
* |
500 |
- |
- |
George Myers |
500 |
* |
500 |
- |
- |
Michael J. Paveloff |
1,000 |
* |
1,000 |
- |
- |
Mahesh P. Pawani |
40,000 |
* |
40,000 |
- |
- |
Ross C. Preston |
1,000 |
* |
1,000 |
- |
- |
Atef Rafla & Amany Farid |
1,000 |
* |
1,000 |
- |
- |
Jill Shalhoob |
500 |
* |
500 |
- |
- |
John Shalhoob |
1,000 |
* |
1,000 |
- |
- |
Cedric Stepter |
340 |
* |
340 |
- |
- |
V7 LLC |
5,834 |
* |
5,834 |
- |
- |
Frederick W. B. Vogel |
35,000 |
* |
35,000 |
- |
- |
Tayana White |
1,000 |
* |
1,000 |
- |
- |
(1) The shares listed as owned prior to the offering are equal to
the shares of Common Stock to be issued upon conversion of the Series B Preferred. Some selling shareholders may hold additional shares
that are not included in this table.
* Indicates beneficial ownership of less than 1% of the total outstanding
shares of Common Stock.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this prospectus
may be offered and sold from time to time by the selling stockholders. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or quotation services
or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then-current market
price or in negotiated transactions. The selling stockholders may sell their shares of Common Stock by one or more of, or a combination
of, the following methods:
| · | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
| · | underwritten transactions; |
| · | exchange distributions in accordance with the rules of the applicable exchange and/or secondary distributions; |
| · | sales in the over-the-counter market; |
| · | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
| · | sales by broker-dealers who agree with the selling stockholders to sell a specified number of such shares of Common Stock at a stipulated
price per share; |
| · | a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; |
| · | settlement of short sales entered into after the date of this prospectus; |
| · | through the writing or settlement of options on the shares or other hedging transactions, whether or not the options are listed on
an options exchange; |
| · | through the distribution of the shares of Common Stock by any selling stockholder to its employees, partners (including limited partners),
members or stockholders; |
| · | through delayed delivery requirements; |
| · | by pledge to secure debts and other obligations; |
| · | a combination of any such methods of sale; and |
| · | any other method permitted pursuant to applicable law. |
In addition, the selling stockholders may from
time to time sell shares of Common Stock in compliance with Rule 144 under the Securities Act or pursuant to other available exemptions
from the registration requirements under the Securities Act, rather than pursuant to this prospectus. In such event, the selling stockholders
may be required by the securities laws of certain states to offer and sell the shares of Common Stock only through registered or licensed
brokers or dealers.
A selling stockholder that is an entity may
elect to make an in-kind distribution of shares of Common Stock to its members, partners or stockholders pursuant to the registration
statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders
would thereby receive freely tradeable securities pursuant to the distribution through a registration statement.
The selling stockholders and any underwriters,
broker-dealers or agents that participate in the sale of shares of Common Stock or interests therein may be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares of Common Stock may be underwriting discounts and commissions under the Securities Act (it being understood that the selling
stockholders shall not be deemed to be underwriters solely as a result of their participation in this offering). If any selling stockholder
is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, then the selling stockholder will be subject
to the prospectus delivery requirements of the Securities Act. Underwriters and their controlling persons, dealers and agents may be entitled,
under agreements that may be entered into with us and the selling stockholders, to indemnification against and contribution toward specific
civil liabilities, including liabilities under the Securities Act.
In connection with sales of shares of Common
Stock under this prospectus, the selling stockholders may enter into hedging transactions with broker-dealers, who may in turn engage
in short sales of shares of Common Stock in the course of hedging the positions they assume. The selling stockholders also may sell shares
of Common Stock short and deliver them to close their short positions, or loan or pledge shares of Common Stock to broker-dealers that
in turn may sell them. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require the delivery to such broker- dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to
this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders may from time to time
pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell such shares of Common Stock from time to time under this
prospectus, or under an amendment to this prospectus under Rule 424 or other applicable provision of the Securities Act amending the list
of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
To the extent required, this prospectus may
be amended or supplemented from time to time to describe a specific plan of distribution, including the names of any underwriters, the
purchase price and the proceeds the selling stockholders will receive from the sale of shares of Common Stock, any underwriting discounts
and other items constituting underwriters’ compensation (it being understood that the selling stockholders shall not be deemed to
be underwriters solely as a result of their participation in this offering), any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers, and any other information we believe to be material.
The aggregate proceeds to any selling stockholder
from the sale of shares of Common Stock offered by it will be the purchase price of the Common Stock less discounts or commissions, if
any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in
part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from any offering
by the selling stockholders.
There can be no assurances that the selling
stockholders will sell any or all of the shares of Common Stock offered under this prospectus.
DESCRIPTION OF COMMON STOCK TO BE REGISTERED
The following is a summary of our Common
Stock and provisions of our Certificate of Incorporation (the “Certificate of Incorporation”), and our Bylaws, as amended
(the “Bylaws”), and certain provisions of Delaware law. This summary does not purport to be complete and is qualified
in its entirety by the provisions of the Certificate of Incorporation and the Bylaws. The Certificate of Incorporation and the Bylaws
are incorporated by reference and filed as exhibits to the registration statement of which this prospectus forms a part.
Common Stock
Authorized and Outstanding Shares of
Common Stock
The Certificate of Incorporation authorizes
the issuance of 80,000,000 shares of Common Stock. As of November 27, 2023, there were 39,506,266 shares of Common Stock outstanding held
by 166 holders of record. The number of record holders is based upon the actual number of holders registered at such date and does not
include holders of shares in “street name” or persons, partnerships, associated, corporations or entities in security position
listings maintained by depositories.
Voting Power
Except as otherwise required by law or as otherwise
provided in the certificate of designations for our series of preferred stock, the holders of our Common Stock possess all voting power
for the election of our directors and all other matters requiring stockholder action and will at all times vote together as one class
on all matters submitted to a vote of our stockholders. Holders of our shares of Common Stock are entitled to one vote per share on matters
to be voted on by stockholders.
Dividends
Subject to the prior rights of all classes or
series of stock at the time outstanding having prior rights as to dividends or other distributions, the holders of our Common Stock are
entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the Board in its discretion
out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions.
Liquidation, Dissolution and Winding
Up
In the event of the voluntary or involuntary
liquidation, dissolution, or winding-up of the Company, the holders of our Common Stock are entitled to receive their ratable and proportionate
share of the remaining assets of the Company, after the rights of the holders of any preferred stock that may be outstanding at such time
have been satisfied.
Election of Directors
The Board of Directors is currently divided
into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving
a three-year term. There is no cumulative voting with respect to the election of directors.
Certain Anti-Takeover Provisions of Delaware Law
Staggered Board of Directors
The Certificate of Incorporation provides that,
other than any directors elected by the separate vote of the holders of one or more series of preferred stock, the Board of Directors
will be classified into three classes of directors of approximately equal size. As a result, in most circumstances, a person can gain
control of the Board only by successfully engaging in a proxy contest at two or more annual meetings.
Special Meeting of Stockholders;
Action by Written Consent
The Bylaws provide that special meetings of
our stockholders may be called only at the request of the Chair of the Board of Directors, the Chief Executive Officer or by a resolution
adopted by the affirmative vote of a majority of the Board of Directors. Additionally, the Certificate of Incorporation and Bylaws provide
that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu
of a meeting.
Advance Notice Requirements for Stockholder
Proposals and Director Nominations
The Bylaws provide that stockholders seeking
to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of
stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice must be delivered by a
nationally recognized courier service to or mailed by first class United States mail, postage or delivery charges prepaid, and received
at the Company’s principal executive offices addressed to the attention of the Company’s Secretary not earlier than 90 days
nor more than 120 days in advance of the date the corporation’s proxy statement was released to the stockholders in connection with
the previous year’s annual meeting of the stockholders; provided, however, that in the event that no annual meeting
was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the
time of the previous year’s proxy statement, notice by the stockholder must be received by the Company’s Secretary not later
than the close of business on the latter of (x) the 90th day prior to such annual meeting and (y) the 7th day following
the day on which public announcement of the date of such meeting is first made. The Bylaws also specify certain requirements as to the
form and content of a stockholders meeting. These provisions may preclude the Company’s stockholders from bringing matters before
an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.
Authorized but Unissued Shares
The Company’s authorized but unissued
shares of Common Stock and preferred stock are available for future issuances without stockholder approval, subject to any limitations
imposed by the Nasdaq Listing Rules. Such additional shares could be utilized for a variety of corporate purposes, including future offerings
to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved shares of
Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.
Exclusive Forum Selection
The Certificate of Incorporation provides that,
unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery
Court”) (or, in the event the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware
or, in the event the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of
Delaware), shall, to the fullest extent permitted by law, be the sole and exclusive forum for derivative actions brought on behalf of
the Company, actions against directors, officers and employees for breach of fiduciary duty and other certain actions Although the Company
believes this provision benefits it by providing increased consistency in the application of Delaware law in the types of lawsuits to
which it applies, the provision may have the effect of discouraging lawsuits against the Company’s directors and officers. However,
the exclusive forum provision in the Certificate of Incorporation does not apply to suits brought to enforce any duty or liability created
by the Exchange Act or the Securities Act or any claim with respect to which the federal courts have exclusive jurisdiction.
Transfer Agent and Registrar
The transfer agent and registrar for the Common
Stock is Equiniti, 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120.
Securities Exchange
The Common Stock is traded on the Nasdaq Global
Market under the symbol “AMTX.”
LEGAL MATTERS
Unless otherwise indicated in an applicable
prospectus supplement, if any, the validity of any securities offered on this Registration Statement were passed upon for us by our counsel,
Shearman & Sterling LLP, Menlo Park, California 94025. Any underwriters will be represented by their own legal counsel.
EXPERTS
The
consolidated financial statements of Aemetis, Inc. as of December 31, 2022 and 2021 and for each of the years in the two-year period ended
December 31, 2022 and the effectiveness of internal control over financial reporting as of December 31, 2022 incorporated in this Prospectus
by reference from the Aemetis, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 have been audited by RSM US LLP, an
independent registered public accounting firm, as stated in their reports thereon, incorporated herein by reference, and have been incorporated
in this Prospectus and Registration Statement in reliance upon such reports and upon the authority of such firm as experts in accounting
and auditing.
The
report of RSM US LLP dated March 8, 2023, on the effectiveness of internal control over financial reporting as of December 31, 2022, expressed
an opinion that Aemetis, Inc. had not maintained effective internal control over financial reporting as of December 31, 2022, based on
criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission in 2013.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The SEC allows us to “incorporate by reference”
information into this prospectus, which means that we can disclose important information about us by referring you to another document
filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of
operations. The information incorporated by reference is considered to be a part of this prospectus. This prospectus incorporates by reference
the documents and reports listed below (other than portions of these documents that are either (i) described in paragraph (e) of Item
201 of Regulation S-K or paragraphs (d)(1)-(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (ii) deemed to have been
furnished and not filed in accordance with SEC rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including
any financial statements or exhibits relating thereto furnished pursuant to Item 9.01)), unless otherwise indicated therein:
| · | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 5, 2023, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 4, 2023, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 9, 2023; |
| · | Our Current Reports on Form 8-K as filed with the SEC on February 10, 2023 (reporting for February 6, 2023), May 22, 2023, May 26, 2023, July 5, 2023, July 31, 2023, August 28, 2023, August 30, 2023, October 6, 2023, October 30, 2023, and November 22, 2023; |
| · | The portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2023 that are incorporated by reference
into Part III of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 9, 2023; and |
We also incorporate by reference the information
contained in all other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions
of these documents that are either (i) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) or (e)(5) of
Item 407 of Regulation S-K promulgated by the SEC or (ii) deemed to have been furnished and not filed in accordance with SEC rules, including
Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including any financial statements or exhibits relating thereto furnished
pursuant to Item 9.01, unless otherwise indicated therein)) whether filed after the date of the initial filing of the registration statement
of which this prospectus forms a part and prior to effectiveness of such registration statement or after the date of this prospectus and
prior to the termination of the offering of all securities covered hereby. The information contained in any such document will be considered
part of this prospectus from the date the document is filed with the SEC.
You may obtain any of the documents incorporated
by reference in this prospectus from the SEC through the SEC’s website at the address provided above. You may obtain, free of charge,
a copy of any document incorporated by reference in this prospectus (excluding exhibits to such document unless an exhibit is specifically
incorporated by reference in the document) by visiting our internet website at https://www.aemetis.com/.
You should rely only on the information contained
in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed
by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell
or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that
the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the
front cover of the applicable document.
Aemetis, Inc.
126,008 Shares of Common Stock
10
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