On December 20, 2018, Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair-X Americas, Inc., with Third Eye Capital acting as an agent. ABGL is authorized to issue 11,000,000 common units and 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”). ABGL issued 6,000,000 common units to Aemetis, Inc. at a stated value of $5.00 per common unit, and 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events. From inception of the agreement through 2022, ABGL issued 6,000,000 Series A Preferred Units in exchange for $30.0 million in funding, reduced by a redemption of 20,000 Series A Preferred Units for $0.3 million. The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, grant of a security interest to the Preferred Unit holder in all assets of ABGL and its subsidiaries in connection with the preference payments due under the agreement, and several operating covenants.

The Preferred Unit Purchase Agreement has been amended multiple times. In May 2026, ABGL entered into an agreement titled Twelfth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Twelfth Amendment") with an effective date of April 30, 2026, that, among other provisions, extends the date by which ABGL is required to redeem all of the outstanding Series A Preferred Units to August 31, 2026, and changes the aggregate redemption price to $116.7 million, which includes a $2 million incremental fee for the PUPA Twelfth Amendment. The PUPA Twelfth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the extended redemption date, ABGL will enter into a credit agreement with Protair-X and Third Eye Capital effective as of September 1, 2026, and maturing September 1, 2027, in the form attached to the PUPA Twelfth Amendment, and specifies that entry into such credit agreement will satisfy the obligation to redeem the Series A Preferred Units. Amounts outstanding under the credit agreement would bear an interest rate equal to the greater of (i) prime rate plus 10.0% and (ii) 16.0%. We evaluated this and prior similar amendments in accordance with ASC 470 "Debt" and applied troubled debt restructuring accounting, resulting in no gain or loss from the execution of the particular amendment. In addition, consistent with ASC 470-60, we accreted the amount of principal and interest due using the effective interest method from the starting liability on the effective date of the amendment to the amount that would be due as of the maturity date of the credit agreement. Following this methodology, we recorded Series A Preferred Unit liabilities of $130.2 million and $126.9 million as long-term liabilities as of  June 30, 2026 and  December 31, 2025, respectively. 

 

Variable interest entity assessment

 

After consideration of ABGL’s operations and the terms of the Preferred Unit Purchase Agreement entered in 2018, we concluded that ABGL did not have enough equity to finance its activities without additional financial support. ABGL is capitalized with Series A Preferred Units that are recorded as liabilities under U.S. GAAP. Hence, we concluded that ABGL is a VIE. Through our ownership interest in all of the outstanding common units of ABGL, our current ability to control the board of directors, and control of subordinated financing decisions, Aemetis has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company. ABGL's total assets as of  June 30, 2026, were $129.5 million, which serve as collateral for the obligations of ABGL to the holders of Series A Preferred Units.