UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Third Waiver and Amendment to Series A Preferred Unit Purchase Agreement
On June 27, 2023, Aemetis Biogas LLC, a Delaware limited liability company (“ABGL”) and Protair-X Americas, a Delaware corporation (the “Purchaser”) entered into a Third Waiver and Amendment to Series A Preferred Unit Purchase Agreement (the “Amendment”) with Third Eye Capital Corporation, an Ontario corporation, as agent for the Purchaser (“Agent” and together with ABGL and Purchaser, the “Parties”), amending that certain Series A Preferred Unit Purchase Agreement, dated December 20, 2018 (the “Purchase Agreement”), by and among the Parties.
Pursuant to the Amendment, Agent and Purchaser agreed to waive ABGL’s non-compliance with a corporate action prohibited by Sections 6.8(g), 6.8(m), 6.8(n), 6.15(j), 6.15(k) and 6.16(c) of the Purchase Agreement that would otherwise constitute a Trigger Event (as defined in the Purchase Agreement). Additionally, the Amendment amended the obligation of ABGL to redeem all outstanding Series A Preferred Units of ABGL (the “Full Redemption Provision”) such that ABGL must redeem all outstanding Series A Preferred Units of ABGL by paying to the Purchaser, in immediately available funds, an aggregate amount equal to $132.5 million (the “Final Redemption Price”) on or before 2:00 p.m. EST on August 31, 2023 (the “Final Redemption Date”). Should the Final Redemption Price not be paid by the Final Redemption Date, ABGL agreed to execute and be bound by a credit agreement in the form attached to the Amendment with the Agent and Purchaser, effective September 1, 2023. As a condition to the effectiveness of the Amendment, ABGL agreed to pay a closing fee of $2.5 million to the Purchaser on the Final Redemption Date.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
To the extent required, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description of the Exhibit | |
| 10.1 | Third Waiver and Amendment to Series A Preferred Unit Purchase Agreement, dated as of June 27, 2023, by and among Aemetis Biogas LLC, Protair-X Americas, Inc. and Third Eye Capital Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: June 27, 2023
| Aemetis, Inc. | ||
| By: | /s/ Eric A. McAfee | |
| Eric A. McAfee | ||
| Chief Executive Officer | ||