AEMETIS, INC Debt Disclosure

5. Debt

 

Debt consists of the following:

 

		December 31, 2025				December 31, 2024
Third Eye Capital term notes		$	7,258			$	7,212
Third Eye Capital revenue participation term notes			12,185				12,110
Third Eye Capital revolving credit facility			36,368				31,434
Third Eye Capital revolving notes Series B			85,430				68,476
Third Eye Capital acquisition term notes			26,934				26,788
Third Eye Capital Fuels revolving line			49,230				41,286
Third Eye Capital Carbon revolving line			29,763				26,302
Third Eye Capital Short term promissory note			-				2,006
Construction term loans			48,690				48,235
Cilion shareholder purchase obligation			7,463				7,242
Subordinated notes			21,065				19,391
EB-5 promissory notes			39,409				41,615
Working capital loans			-				5,102
Term loans on capital expenditures			563				862
Equipment financing			45				-
Short term construction funding			17,361				-
Total debt			381,764				338,061
Less current portion of debt			317,869				90,534
Total long term debt		$	63,895			$	247,527

 

Third Eye Capital Keyes Notes.  On July 6, 2012, Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), and Aemetis Facility Keyes, Inc. ("AFK") entered into an Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Third Eye Capital Corporation ("Third Eye Capital"). Pursuant to the Note Purchase Agreement, Third Eye Capital, as administrative agent on behalf of several noteholders, extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”); (ii) senior secured revolving loans in an aggregate principal amount of $18.0 million (the “Revolving Credit Facility”); (iii) senior secured term loans in the principal amount of $10.0 million to convert the prior revenue participation agreement to notes (the “Revenue Participation Term Notes”); and (iv) senior secured term loans in an aggregate principal amount of $15.0 million (the “Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. On May 16, 2023, we entered into a new Revolving Notes Series B agreement with Third Eye Capital related to certain existing principal under the Revolving Credit Facility and for subsequent principal increases. The Term Notes, Revolving Credit Facility, Revolving Notes Series B, Revenue Participation Term Notes, and Acquisition Term Notes are referred to herein collectively as the "Third Eye Capital Keyes Notes." The Third Eye Capital Keyes Notes have been amended several times, and the current key terms are as follows:

 

A.	Term Notes. The Term Notes accrue interest at 14% per annum and are due on demand. As of December 31, 2025, we had $7.3 million in principal and interest outstanding under the Term Notes and $19 thousand unamortized debt issuance costs.
B.	Revolving Credit Facility. The Revolving Credit Facility accrues interest at the prime rate plus 13.75% (20.50% as of December 31, 2025), payable monthly in arrears, and are due on demand. As of December 31, 2025, there was $36.5 million in principal, interest, and waiver fees outstanding under the Revolving Credit Facility and $0.1 million unamortized discount issuance costs.
C.	Revolving Notes Series B. The Revolving Notes Series B accrue interest at the prime rate plus 13.75% (20.50% as of December 31, 2025) payable monthly in arrears, and are due on demand. As of December 31, 2025, there was $85.7 million in principal, interest, and fees outstanding and $0.2 million unamortized debt issuance costs under the Revolving Notes Series B.
D.	Revenue Participation Term Notes. The Revenue Participation Term Notes accrue interest at 5% per annum and are due on demand. As of December 31, 2025, there was $12.2 million in principal and interest outstanding under the Revenue Participation Term Notes and $29 thousand unamortized discount issuance costs.
E.	Acquisition Term Notes. The Acquisition Term Notes accrue interest at the prime rate plus 10.75% (17.50% per annum as of December 31, 2025, and are due on demand. As of December 31, 2025, there was $19.5 million in principal and interest due, $7.5 million in outstanding redemption fees, and $75 thousand in unamortized discount issuances costs. Interest is not charged on the $7.5 million redemption fee.
F.	Short Term Promissory Notes. In  December 31, 2025 and 2024 the Company borrowed an additional $5.3 million and $2 million, respectively, from Third Eye Capital and issued promissory notes with 20.5% interest payable. The company paid these notes in full using receipts from tax credit sales, and holds $0 debt outstanding on these notes as of December 31, 2025.

 

The Third Eye Capital Keyes Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. The terms of the Notes allow the lender to accelerate the maturity in the event of a default that could reasonably be expected to have a material adverse effect on the Company, such as any change in the business, operations, or financial condition. We have evaluated the likelihood of such an acceleration event and determined such an event to not be probable in the next twelve months. The notes allow interest to be added to the outstanding principal balance.  The notes are secured by first priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from our North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries, and contain cross-collateral and cross-default provisions. McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr. McAfee has also provided a personal guaranty of up to $10 million plus a pledge of his ownership interest in several personal assets.

 

Third Eye Capital Fuels and Carbon Credit Facilities. On  March 2, 2022, Goodland Advanced Fuels, Inc. ("GAFI") and Aemetis Carbon Capture, Inc. (“ACCI”) entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital, as administrative agent and collateral agent, and the lender parties thereto that provides two credit lines with GAFI (the “Fuels Revolving Line”) and a second with ACCI (the “Carbon Revolving Line”). Loans received under the Fuels Revolving Line had an original maturity date of March 1, 2025, and accrued interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00% and (ii) ten percent (10.0%). In March 2025, the Fuels Revolving Line was amended to remove the maturity date and make the note payable upon demand and to change the interest rate to the greater of (i) the prime rate plus 11.00% and (ii) fifteen percent (15.00%) (17.75% as of December 31, 2025). Loans received under the Carbon Revolving Line are also due on demand, effective December 2025, and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 4.00% and (ii) eight percent (8.0%) (10.75% per annum as of December 31, 2025). The Credit Agreement contains several affirmative and negative covenants and loans under the Credit Agreement are secured by first priority liens on all real and personal property of and guarantees from the Company's U.S. subsidiaries except for Aemetis Biogas LLC (and its subsidiaries). As of December 31, 2025, GAFI had principal and interest outstanding of $49.2 million classified as current debt. As of  December 31, 2025, ACCI had principal and interest outstanding of $30.0 million classified as current debt, and $0.2 million in unamortized debt issuance costs.

 

Cilion Purchase Obligation.  In connection with the merger between Aemetis Facility Keyes, Inc and Cilion, Inc. ("Cilion") on July 6, 2012, we incurred a $5.0 million payment obligation to Cilion shareholders ("Cilion Obligation") as merger compensation.  The liability accrues interest at 3% per annum. As of December 31, 2025, there was $7.5 million in principal and interest outstanding under the Cilion Obligation.

 

Subordinated Notes. On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $3.4 million in notes to the investors (“Subordinated Notes”). The Subordinated Notes mature every six months and the current maturity date is June 30, 2026. Upon maturity, the Subordinated Notes are renewable at our election for six-month periods with a fee of 10% of the original note amount added to the outstanding balance plus issuance of warrants exercisable for the purchase of 113 thousand shares of Aemetis, Inc. common stock at $0.01 per share with a two-year term. Interest accrues at 10% per annum and is due at maturity. Neither AAFK nor Aemetis may make any principal payments under the Subordinated Notes until AAFK debts to  Third Eye Capital are paid in full. As of  December 31, 2025, and 2024, AAFK had, in aggregate, $21.6 million and $19.4 million in principal and interest outstanding, with $0.5 and $0.0 in unamortized discount costs, respectively, under the Subordinated Notes.

 

EB-5 promissory notes.  EB-5 is a U.S. government program authorized by the Immigration and Nationality Act that is designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the U.S. economy and to promote employment of U.S. workers. The Company's subsidiary AE Advanced Fuels, Inc. ("AEAF") entered into a Note Purchase Agreement dated March 4, 2011 (as further amended on January 19, 2012 and July 24, 2012) with Advanced BioEnergy, LP, a California limited partnership authorized by U.S. Citizenship and Immigration Services as a Regional Center to receive EB-5 investments, for the issuance of up to 72 subordinated convertible promissory notes (the “EB-5 Notes”) bearing interest at 2 to 3%. The EB-5 Notes are convertible into Aemetis, Inc. common stock at a conversion price of $30 per share.  Advanced BioEnergy, LP received equity investments from foreign investors, and then Advanced BioEnergy, LP used the invested equity to make loans to AEAF. The EB-5 Notes are subordinated to the Company's senior secured debt to Third Eye Capital. On February 27, 2019, Advanced BioEnergy, LP, and AEAF entered into an Amendment to the EB-5 Notes that modified the stated maturity dates of the EB-5 Notes to provide automatic six-month extensions as long as the Advanced BioEnergy, LP investors’ immigration processes are in progress. Accordingly, notes derived from Advanced BioEnergy, LP equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy, LP equity provided by investors who have obtained green card approval have been classified as current debt. As of  December 31, 2025 and 2024, $21.9 million and $17.1 million was classified as current debt, respectively, and $13.0 million and $17.5 million was classified as long-term debt, respectively. 

 

In 2016, the Company launched its EB-5 Phase II funding (the "EB-5 Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB-5 equity funding investments. The Company's subsidiary Aemetis Advanced Products Keyes, Inc. received $4 million in loan funds from Advanced BioEnergy II, LP from 2018 to 2019. As of December 31, 2025 and 2024, $1.5 million and $0.4 million in principal and fees was outstanding and classified as current debt on the notes under the EB-5 Phase II funding, respectively, and $3.0 million and $4.0 million was classified as long-term debt, respectively. 

 

In July 2024, in connection with the settlement of litigation initiated by a broker previously engaged by Advanced BioEnergy, LP, we entered into an agreement to pay the broker certain of its claimed fees. In April 2025, that broker initiated litigation against Aemetis, Inc. to collect $2.3 million (plus interest and fees) under the agreement. The liability previously accrued for the amount at issue in the litigation has been reclassified from debt as of December 31, 2024, to other current liabilities as of December 31, 2025.

 

India Biodiesel Secured and Unsecured Loans. On November 13, 2023, our subsidiary Universal Biofuels Private Limited ("UBPL") entered into a secured loan agreement with a trade partner in an amount not to exceed $3.3 million that is secured by the fixed and currents assets of the Kakinada Plant excluding accounts receivable from OMCs. On November 6, 2023, UBPL entered into a short-term loan agreement with a different trade partner in an amount not to exceed $1.27 million. Each loan bears interest at 18% that is payable monthly, and each loan draw is due to repay within 12 months of the drawdown date. As of December 31, 2025 and 2024, UBPL had outstanding balances of $0.0 million and $5.1 million, respectively, under these agreements.

 

UBPL maintains a factoring arrangement under which it leverages certain trade receivables to receive short-term funding from a third-party financial institution. UBPL retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet the criteria for sale accounting under ASC 860, and we account for the funding as secured borrowing. Under this arrangement, UBPL receives cash advances that are recorded as debt, and the funds received are net of 8.1% interest which is recorded as interest expense. UBPL retains its accounts receivable balances in its balance sheet. During the year ended December 31, 2025, UBPL received a total of $23 million in draws in this agreement, net of 8.1% interest. As of both December 31, 2025 and 2024, there was no outstanding debt under this agreement.

 

Aemetis Biogas 1 LLC Term Loan. On  October 4, 2022, Aemetis Biogas 1 LLC ("AB1") entered into a Construction Loan Agreement (“AB1 Construction Loan”), pursuant to which the lender made available an aggregate principal amount of $25 million. Effective December 22, 2023, the AB1 Construction Loan was refinanced and replaced with a term loan ("AB1 Term Loan") that is secured by all personal and real property of AB1.  It bears interest at a rate of 9.25% per annum, to be adjusted every five years to a rate equal to the five-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00% or the index floor. Other material terms of the loan include: (i) monthly payments of interest only beginning January 22, 2024, (ii) equal monthly payments of principal and interest beginning January 22, 2025, and (iii) a maturity date of December 22, 2042, at which time the entire unpaid principal and accrued interest is due. The AB1 Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan. The AB1 Term Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature. As of December 31, 2025 and December 31, 2024, AB1 had $23.9 million and $24.5 million in outstanding borrowings under this loan classified as long-term, respectively. As of both December 31, 2025 and 2024, AB1 had $0.6 million balance classified as current portion of long-term debt.

 

Aemetis Biogas 2 Construction and Term Loan. On July 28, 2023, Aemetis Biogas 2 LLC ("AB2") entered into a Construction and Term Loan Agreement (“AB2 Loan"), pursuant to which, the lender made available an aggregate principal amount not to exceed $25 million. The loan is secured by all personal and real property of AB2, and bears interest at 8.75% per annum, to be adjusted every five years equal to the five-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00%. Other material terms of the AB2 Loan include: (i) monthly payments of interest only beginning August 15, 2023, (ii) equal monthly payments of principal and interest beginning August 15, 2025, and (iii) a maturity date of July 28, 2043, at which time the entire unpaid principal and accrued interest is due. The AB2 Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan. The AB2 Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature. As of  December 31, 2025 and 2024, AB2 had $24.5 million and $23.5 million in outstanding borrowings under this loan classified as long-term, and $0.5 million and $0.4 million classified as current portion of long-term debt, respectively.  As of both December 31, 2025 and 2024, AB2 had $0.8 million balance of unamortized debt issuance costs under the AB2 Loan. 

 

Jessup land acquisition notes. In connection with its acquisition of land in November 2024, Aemetis RNG Fuels 1 LLC ("RNG1") entered into two installment note agreements with private lenders totaling $840 thousand with interest payable monthly at 11.99% and maturity dates of December 1, 2026, and December 1, 2027. As of  December 31, 2025 and 2024, RNG1 owed $550 thousand and $840 thousand on these notes, respectively. 

 

MVR construction financing. In connection with the construction of the MVR system, AAFK entered into a construction agreement whereby it will pay the contractor the contract price 60 days following completion of the project. The unpaid costs accrue interest at 7.75% until payment. As of December 31, 2025, the balance owed was $17.4 million, classified as short-term borrowings. 

 

Maturity Date Schedule

 

The following table shows scheduled debt maturities for the Company's loan obligations by year:

 

Twelve months ended December 31,		Debt Repayments
2026		$	317,869
2027			17,444
2028			1,270
2029			1,404
2030			1,538
Thereafter		42,990
Total debt		382,515
Debt issuance costs		(751		)
Total debt, net of debt issuance costs		$381,764