false 0000738214 0000738214 2023-12-22 2023-12-22

 

 

 

Date of Report (Date of earliest event reported): December 22, 2023

 

(Exact name of registrant as specified in its charter)

 

 

 

(Address of principal executive office)

 

(Registrant's telephone number, including area code)

 

(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:

 

 

 

 

 

 

 

 

 

 

 

On December 22, 2023, Aemetis Biogas 1 LLC, as borrower (“Borrower”), and Aemetis Biogas Holdings LLC, as guarantor (“Guarantor”), each a subsidiary of Aemetis, Inc., entered into a Term Loan Agreement and Promissory Note (collectively, the “Loan Agreement”) with Greater Nevada Credit Union (“Lender”).

 

Pursuant to the Loan Agreement, the Lender has provided a principal amount of $25 million to Borrower under a term loan (the “Loan”) for use to pay-off and refinance a construction loan previously provided to Borrower by Lender. That construction loan was used by Borrower to construct anaerobic digesters and associated equipment for the production of biogas at five dairies.

 

Material terms of the Loan include: (i) an initial interest rate of 9.25% per annum, to be adjusted every five years thereafter to be equal to the five-year Constant Maturity U.S. Treasury Rate as of the adjustment date, plus 5.00%, (ii) payments of interest only for 12 months to be paid in monthly installments beginning January 22, 2024, (iii) payments of equal combined monthly installments of principal and interest beginning on January 22, 2025, and (iv) a maturity date of December 22, 2042, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. The Loan Agreement also contains financial covenants, other affirmative and negative covenants, representations and warranties, events of default, and supporting agreements customary for loan agreements of this nature. The Loan is secured by all personal property collateral and real property collateral of Borrower.

 

The foregoing description of the Loan Agreement is not intended to be complete and is qualified in its entirety by reference to the text of the Loan Agreement, which is filed as Exhibit 10.1 and incorporated by reference into this Item 1.01. The representations, warranties and covenants contained in the Loan Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to 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.

 

 

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

 

 

Number     Description of the Exhibit         

 

10.1*         Term Loan Agreement, dated as of December 22, 2023, among Aemetis Biogas 1 LLC, as borrower, Aemetis Biogas Holdings LLC, as guarantor, and Greater Nevada Credit Union, as lender, and associated Promissory Note

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* Schedules and exhibits to the Loan Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

 

 

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.