Item 1.01 Entry into a Material Definitive Agreement.

At the Market Issuance Sales Agreement

On January 26, 2021, Aemetis, Inc. (the "Company") entered into an At the Market Issuance Sales Agreement (the "Agreement") with H.C. Wainwright & Co., LLC (the "Distribution Agent"). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through the Distribution Agent the Company's common stock having an aggregate offering price of up to $84,000,000 (the "Placement Shares"). The Placement Shares will be issued pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-248492). The Company filed a prospectus supplement dated January 26, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Placement Shares.

Sales of the Placement Shares, if any, will be made by means of ordinary brokers' transactions on the NASDAQ Stock Market at market prices, in block transactions or as otherwise agreed by the Company and the Distribution Agent. The Company shall pay to the Distribution Agent in cash, upon each sale of Placement Shares pursuant to the Agreement, an amount equal to 3.0% of the gross proceeds from each sale of Placement Shares.

Under the terms of the Agreement, the Company may also sell Placement Shares from time to time to the Distribution Agent as principal for its own account at a price negotiated at the time of sale. Any sale of Placement Shares to the Distribution Agent as principal would be pursuant to the terms of a separate agreement between the Company and the Distribution Agent.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The summary of the Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto. The legal opinion relating to the Placement Shares is filed as Exhibit 5.1 hereto.




Item 9.01         Financial Statements and Exhibits.



(d)  Exhibits.



Exhibit
Number    Description of the Exhibit

  1.1       At the Market Issuance Sales Agreement, dated January 26, 2021 between
          the Company and H.C. Wainwright & Co., LLC

  5.1       Opinion of Nevada Legal Counsel to the Company.

 23.1       Consent of Nevada Legal Counsel (included in Exhibit 5.1).

© Edgar Online, source Glimpses