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0000738214
0000738214
2026-02-18
2026-02-18
--12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2026
Aemetis, Inc.
Exact name of registrant as specified in its charter
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Delaware
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001-36475
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26-1407544
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State or other jurisdiction of incorporation
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Commission File Number
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IRS Employer Identification Number
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20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
(408) 213-0940
Registrant's address and telephone number of principal executive office
N/A
Former name or former address, if changed since last report
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Common Stock, par value $0.001
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AMTX
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NASDAQ Global Market
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| Title of class of registered securities |
Trading Symbol |
Name of exchange on which registered |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter)
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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.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 18, 2026, Aemetis, Inc. (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company's capital stock from 145,000,000 shares to 205,000,000 shares, which reflects the increase in the number of authorized shares of the Company’s common stock, par value $0.001 per share (the "Common Stock"), from 80,000,000 to 140,000,000 shares. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held a Special Meeting of Stockholders on February 18, 2026. The following proposals were voted on by the Company's stockholders, with the results set forth for each proposal:
Proposal 1: Decrease of Authorized Preferred Stock
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For
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Against
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Abstain
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Broker Non-Votes
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| 26,150,519 |
1,265,702
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76,173 |
13,444,173 |
The amendment to the Company's Certificate of Incorporation to decrease the number of authorized shares of preferred stock, par value $0.001, from 65,000,000 to 5,000,000 shares has not been approved by the requisite vote of the Company's stockholders.
Proposal 2: Increase of Authorized Common Stock
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For
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Against
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Abstain
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Broker Non-Votes
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| 35,827,828 |
4,952,652 |
156,087 |
0
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The amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001, from 80,000,000 to 140,000,000 has been approved by the requisite vote of the Company's stockholders.
Proposal 3: Adjourn the Special Meeting
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For
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Against
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Abstain
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Broker Non-Votes
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| 36,981,214 |
3,536,067 |
419,286 |
0
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The proposal to provide the Company with discretion to adjourn the Special Meeting to a later date for further solicitation and voting of proxies if there are not sufficient votes to approve Proposal 1 or Proposal 2 has been approved by the requisite vote of the Company's stockholders.
Item 8.01 Other Events.
The Company is filing this Current Report on Form 8-K to provide an updated description of the Company’s capital stock as set forth in Exhibit 99.1 hereto and incorporated by reference herein. The updated description of the Company’s capital stock modifies and supersedes any prior description of the Company’s capital stock in any registration statement filed with the Securities and Exchange Commission (the “Commission”) and will be available for incorporation by reference into certain of the Company’s filings with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including registration statements.
The Company is also providing a legal opinion of its counsel, Allen Overy Shearman Sterling US LLP, regarding the legality of the shares of the Common Stock having an aggregate offering price of up to $210,000,000 (the “Placement Shares”) that may be offered and sold from time to time through H.C. Wainwright & Co., LLC pursuant to the At Market Issuance Sales Agreement, dated January 26, 2021, as amended.
The Placement Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-281457), as amended from time to time (the “Registration Statement”). The legal opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Certificate of Incorporation of Aemetis, Inc.
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5.1
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Opinion of Allen Overy Shearman Sterling US LLP
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23.1
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Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1)
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| 99.1 |
Description of Capital Stock |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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Aemetis, Inc. |
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February 19, 2026
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/s/ Eric A. McAfee
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Eric A. McAfee
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Chairman and Chief Executive Officer
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EXHIBIT 99.1
DESCRIPTION OF CAPITAL STOCK
General
The following summary of the material features of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of our certificate of incorporation, as amended from time to time (“Certificate of Incorporation”), our bylaws, as amended from time to time (“Bylaws”), and other applicable law.
Authorized and Outstanding Capital Stock
Our authorized capital stock consists of 140,000,000 shares of common stock, $0.001 par value per share, and 65,000,000 shares of preferred stock, $0.001 par value per share. As of February 16, 2026, there were 66,359,776 shares of common stock and no shares of preferred stock issued and outstanding. The following description of our capital stock does not purport to be complete and should be reviewed in conjunction with our Certificate of Incorporation and our Bylaws.
Common Stock
Dividends - Subject to provisions of the General Corporation Law of the State of Delaware in Delaware Code, Title 8, Chapter 1 ("DGCL") and to the rights of holders of any series of our preferred stock (if any), dividends are paid on our common stock when and as declared by our Board of Directors ("Board").
Voting rights - Each holder of shares of our common stock is entitled to one vote per share on all matters submitted to a vote of our common stockholders. Holders of our common stock are not entitled to cumulative voting rights.
Liquidation - If we are liquidated, holders of our common stock are entitled to receive all remaining assets available for distribution to stockholders after satisfaction of our liabilities and the preferential rights of any of our preferred stock that may be outstanding at that time.
Preemptive rights - The holders of our common stock do not have any preemptive, conversion or redemption rights by virtue of their ownership of the common stock.
Listing - Our common stock is listed on the NASDAQ Global Market and trades under the symbol “AMTX.”
Transfer Agent And Registrar - The Transfer Agent and Registrar for our common stock is Equiniti.
Preferred Stock
Our Certificate of Incorporation authorizes our Board to issue shares of preferred stock in one or more classes or series within a class upon authority of the Board without further stockholder approval. Shares of our preferred stock may be issued in one or more series, and our Board is authorized to determine the designation and to fix the number of shares of each series. Any preferred stock issued in the future may rank senior to common stock with respect to the payment of dividends or amounts upon our liquidation, dissolution or winding up. In addition, any such shares of preferred stock may have class or series voting rights. Moreover, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change in control. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, us or a majority of our outstanding voting stock.
Prior to the issuance of shares of a series of preferred stock, our Board will adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation will fix for each series the designation and number of shares and the rights, preferences, privileges and restrictions of the shares including, but not limited to, the following:
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● voting rights, if any, of the preferred stock
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● any rights and terms of redemption
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● the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation applicable to the preferred stock
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● whether dividends are cumulative or non-cumulative, and if cumulative, the date from which dividends on the preferred stock will accumulate
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● the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs
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● the terms and conditions, if applicable, upon which the preferred stock will be convertible into common stock, another series of preferred stock, or any other class of securities being registered hereby, including the conversion price (or manner of calculation) and conversion period
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● the provision for redemption, if applicable, of the preferred stock
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● the provisions for a sinking fund, if any, for the preferred stock
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● liquidation preferences
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● any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs
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● any other specific terms, preferences, rights, limitations or restrictions of the preferred stock
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In addition to the terms listed above, we will set forth in a prospectus supplement, information incorporated by reference, or related free writing prospectus the following terms relating to the class or series of preferred stock being offered:
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● the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock
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● the procedures for any auction and remarketing, if any, for the preferred stock
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● any listing of the preferred stock on any securities exchange
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● a discussion of any material and/or special United States federal income tax considerations applicable to the preferred stock
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Anti-Takeover Provisions
Certain provisions of Delaware law, our Certificate of Incorporation, and our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of the Company.
Anti-Takeover Statute
Our Certificate of Incorporation provides that we are not governed by Section 203 of the DGCL, which, in the absence of such provisions, would have imposed additional requirements regarding mergers and other business combinations. However, our Certificate of Incorporation includes a provision that restricts us from engaging in any business combination with an interested stockholder (which includes a person owning 15% or more of our outstanding voting stock) for three years following the date that person becomes an interested stockholder. These restrictions do not apply if, among other things, our Board approves the business combination or the transaction that resulted in the stockholder becoming an interested stockholder prior to that date or if the business combination is later approved by both our Board and the affirmative vote of at least 66 2/3% of our outstanding voting stock not owned by the interested stockholder.
Issuance of undesignated preferred stock
Our Board has the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management.
Classified Board
Our Certificate of Incorporation provides for a classified board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our stockholders. Additionally, there is no cumulative voting in the election of directors. This classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of our Board. Thus, the classified board provision could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to change control of us, even though a stockholder might consider a tender offer or change in control to be in its best interests.
In addition, our Certificate of Incorporation and Bylaws provide that, subject to the terms of any series of preferred stock, directors may be removed only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote at an election of directors. Our Certificate of Incorporation and Bylaws also provide that subject to the terms of any series of preferred stock, any vacancy or newly created directorship in our Board, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, and shall not be filled by the stockholders.
Ability of our Stockholders to Act
Our Certificate of Incorporation and Bylaws do not permit our stockholders to call special stockholders meetings; special stockholder meetings may only be called by the Board, the chairperson of the Board, or the Chief Executive Officer of the Company. Written notice of any special meeting so called shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of such meeting, unless otherwise required by law. No action shall be taken by the stockholders of the Company except at an annual or special meeting of stockholders called in accordance with our Certificate of Incorporation or Bylaws, and no action shall be taken by the stockholders by written consent; provided, however, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of preferred stock.
Rights Plan
We have a stockholder rights plan (the “Rights Plan”) designed to preserve the value of certain tax assets primarily associated with our net operating losses (“NOLs”) and built in losses under Section 382. The use of such losses to offset federal income tax would be limited if we experience an “ownership change” under Section 382. This would occur if stockholders owning (or deemed under Section 382 to own) 5% or more of our stock by value increase their collective ownership of the aggregate amount of our stock by more than 50 percentage points over a defined period of time. While the Rights Plan is intended to protect our NOLs and built-in losses under Section 382, it may also have an “anti-takeover” effect of delaying or preventing beneficial takeover bids by third parties.
