amtx20260331

amtx20260331_10q.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36475

Aemetis, Inc.

(Exact name of registrant as specified in its charter)

Delaware	26-1407544
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

20400 Stevens Creek Blvd., Suite 700

Cupertino, CA 95014

(408) 213-0940

(Address and telephone number of principal executive offices)

Title of each class of registered securities	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	AMTX	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☑ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the registrant’s Common Stock on April 30, 2026, was 70,366,477 shares.

Table of Contents

AEMETIS, INC.

FORM 10-Q

Quarterly Period Ended March 31, 2026

INDEX

PART I--FINANCIAL INFORMATION


Item 1	Financial Statements.	4

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	25

Item 4.	Controls and Procedures.	25

PART II--OTHER INFORMATION

Item 1.	Legal Proceedings.	26

Item 1A.	Risk Factors.	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26

Item 3.	Defaults Upon Senior Securities.	26

Item 4.	Mine Safety Disclosures.	26

Item 5.	Other Information.	26

Item 6.	Exhibits.	26

Signatures		27

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Quarterly Report on Form 10-Q, including statements regarding our assumptions, projections, expectations, targets, intentions, or beliefs about future events or other statements that are not historical facts. Forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements regarding management’s plans; trends in market conditions with respect to prices for inputs for our products and prices for our products; our ability to leverage approved feedstock pathways; our ability to leverage our location and infrastructure; our ability to incorporate lower-cost, non-food advanced biofuels feedstock at the Keyes Plant; our ability to expand into alternative markets for biodiesel and its byproducts, including continuing to expand our sales into international markets; our ability to maintain and expand strategic relationships with suppliers; our ability to access governmental carbon reduction incentives; our ability to supply gas into transportation markets; our ability to continue to develop, maintain, and protect new and existing intellectual property rights; our ability to adopt, develop and commercialize new technologies; our ability to extend or refinance our senior debt on terms reasonably acceptable to us or at all; our ability to continue to fund operations and our future sources of liquidity and capital resources; our ability to fund, develop, build, maintain and operate digesters, facilities and pipelines for our California Dairy Renewable Natural Gas segment; our ability to fund, develop and operate our carbon capture sequestration projects, including obtaining required permits; our ability to receive awarded grants by meeting all of the required conditions, including meeting the minimum contributions; our ability to obtain additional financing under the EB-5 program; our ability to generate and sell or utilize various credits, including California Low Carbon Fuel Standard ("LCFS"), federal Renewable Fuel Standard D3 RINs, federal Section 45Z production tax credits, and investment tax credits; our ability to improve margins; and our ability to raise additional debt and equity funding at the parent, subsidiary, or project level. Words or phrases such as “anticipates,” “may,” “will,” “should,” “could,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, the risks set forth under the caption “Risk Factors” below, which are incorporated herein by reference, as well as those business risks and factors described elsewhere in this report and in our other filings with the Securities and Exchange Commission (the “SEC”), including without limitation, our most recent Annual Report on Form 10-K and subsequent Form 10-Q filings. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AEMETIS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands except for par value)

	*March 31, 2026*			*December 31, 2025*
		*Unaudited*
Assets
Current assets:
Cash and cash equivalents ($1,005 and $3,154 respectively from VIE)	$	4,797		$	4,894
Accounts receivable ($708 and $81 respectively from VIE)		6,584			484
Inventories ($260 and $307 respectively from VIE)		10,384			11,627
Prepaid expenses ($68 and $38 respectively from VIE)		1,144			1,531
Other current assets ($1,635 and $560 respectively from VIE)		11,778			8,334
Total current assets		34,687			26,870

Restricted cash ($2,068 and $2,992 respectively from VIE)		2,068			2,992
Property, plant and equipment, net ($102,923 and $102,120 respectively from VIE)		222,743			219,717
Operating lease right-of-use ($1,054 and $1,058 respectively from VIE)		2,145			2,256
Other assets ($3,328 and $3,333 respectively from VIE)		8,686			8,006
Total assets	$	270,329		$	259,841

Liabilities and stockholders' deficit
Current liabilities:
Accounts payable ($3,995 and $4,959 respectively from VIE)	$	23,719		$	23,418
Current portion of long-term debt ($1,101 and $1,077 respectively from VIE)		293,828			279,143
Short term borrowings ($300 and $300 respectively from VIE)		48,802			38,726
Other current liabilities ($802 and $387 respectively from VIE)		29,897			29,971
Total current liabilities		396,246			371,258
Long term liabilities:
EB-5 notes		14,500			16,000
Other long-term debt ($47,536 and $47,875 respectively from VIE)		47,550			47,895
Series A preferred units ($128,596 and $126,910 respectively from VIE)		128,596			126,910
Other long-term liabilities ($950 and $940 respectively from VIE)		4,575			4,609
Total long term liabilities		195,221			195,414

Stockholders' deficit:
Common stock, $0.001 par value; 140,000 authorized; 69,280 and 66,189 shares issued and outstanding each period, respectively		69			66
Additional paid-in capital		348,741			340,402
Accumulated deficit		(661,656	)		(639,943	)
Accumulated other comprehensive loss		(8,292	)		(7,356	)
Total stockholders' deficit		(321,138	)		(306,831	)
Total liabilities and stockholders' deficit	$	270,329		$	259,841

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited, in thousands except for loss per share)

	*For the three months ended March 31,*
	*2026*			*2025*
Revenues	$	54,619		$	42,886
Cost of goods sold		51,863			47,966
Gross profit (loss)		2,756			(5,080	)

Selling, general and administrative expenses		9,091			10,475
Operating loss		(6,335	)		(15,555	)

Other expense (income):
Interest expense
Interest rate expense		12,403			11,018
Debt related fees and amortization expense		1,971			2,675
Accretion and other expenses of Series A preferred units		1,613			2,279
Total interest expense		15,987			15,972
Other income		(478	)		(215	)
Other expense (income), net		15,509			15,757

Loss before income taxes		(21,844	)		(31,312	)
Income tax benefit		(131	)		(6,783	)
Net loss	$	(21,713	)	$	(24,529	)

Other comprehensive loss
Foreign currency translation gain (loss)		(936	)		13
Comprehensive loss	$	(22,649	)	$	(24,516	)

Net loss per share
Basic	$	(0.33	)	$	(0.47	)
Diluted	$	(0.33	)	$	(0.47	)

Weighted average shares outstanding
Basic		66,802			52,584
Diluted		66,802			52,584

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	*For the three months ended March 31,*
	*2026*			*2025*
Operating activities:
Net loss	$	(21,713	)	$	(24,529	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		1,704			2,308
Stock issued for services		50			-
Depreciation		2,523			2,357
Bad debt expense		276			-
Intangibles and other amortization expense		12			12
Debt related fees and amortization expense		1,971			2,675
Accretion and other expenses of Series A preferred units		1,613			2,279
Loss on asset sales		2			-
Changes in operating assets and liabilities:
Accounts receivable		(6,558	)		751
Inventories		830			2,505
Prepaid expenses		383			(57	)
Tax credit sale receivable		-			12,300
Other assets		(3,690	)		516
Accounts payable		1,155			(650	)
Accrued interest expense and fees		11,799			(206	)
Other liabilities		(914	)		(101	)
Net cash provided by (used in) operating activities		(10,557	)		160

Investing activities:
Capital expenditures		(6,548	)		(1,825	)
Grant proceeds for capital expenditures		1,440			-
Proceeds from sale of fixed assets		2			-
Net cash used in investing activities		(5,106	)		(1,825	)

Financing activities:
Proceeds from borrowings		15,984			3,800
Repayments of borrowings		(7,877	)		(5,181	)
Payments on Series A preferred financing		-			(2,200	)
Lender debt renewal and waiver fee payments		-			(295	)
Payments on finance leases		-			(9	)
Proceeds from sales of common stock		6,588			5,087
Proceeds from exercise of stock options		-			50
Net cash provided by financing activities		14,695			1,252

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(53	)		6
Net change in cash, cash equivalents, and restricted cash for period		(1,021	)		(407	)
Cash, cash equivalents, and restricted cash at beginning of period		7,886			3,831
Cash, cash equivalents and restricted cash at end of period	$	6,865		$	3,424

Supplemental disclosures of cash flow information, cash paid:
Cash paid for interest	$	1,209		$	10,302
Income taxes paid		-			-
Supplemental disclosures of cash flow information, non-cash transactions:
Lender debt extension, waiver, and other fees added to debt		1,700			2,126
Capital expenditures in accounts payable and accruals		7,417			10,671
Accrued capital expenditures in construction financing		4,121			-
Subordinated debt extension fees added to debt		-			340
Fair value of warrants issued to subordinated debt holders		-			304

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AEMETIS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited, in thousands)

*For the three months ended March 31, 2026*
	*Common Stock*				*Additional*					*Accumulated Other*			*Total*
					*Paid-in*		*Accumulated*			*Comprehensive*			*Stockholders'*
Description	*Shares*		*Dollars*		*Capital*		*Deficit*			*Loss*			*deficit*

Balance at December 31, 2025		66,189	$	66	$	340,402	$	(639,943	)	$	(7,356	)		(306,831	)

Issuance of common stock		2,564		3		6,585		-

SEC Form 10-Q filed by Aemetis Inc. (DE)