AEMETIS, INC. Item 3.03. Material Modification to Rights of Security Holders
As previously disclosed, at the 2021 annual meeting of stockholders of
At the effective time of the Reincorporation:
- the affairs of the Company ceased to be governed by the Nevada Revised
Statutes, the Company's existing articles of incorporation and bylaws,
and instead became governed by the General Corporation Law of the State
of Delaware , the Delaware Certificate and the Delaware Bylaws;
- each outstanding share of the common stock of the Company previously
incorporated in Nevada ("Aemetis Nevada") automatically converted into
one share of common stock of the Company reincorporated in Delaware
("Aemetis Delaware"), and certificates issued for shares of Aemetis
Nevada's common stock prior to the Reincorporation automatically came to
represent shares of Aemetis Delaware's common stock upon completion of
the Reincorporation;
- each outstanding option to purchase shares of Aemetis Nevada's common
stock was converted into an option to purchase the same number of shares
of Aemetis Delaware's common stock, with no other changes in the terms
and conditions of such options; and
- the Company's other employee benefit arrangements, including, but not
limited to, equity incentive plans with respect to issued unvested
restricted stock, continued upon the terms and subject to the conditions
specified in such plans.
The Reincorporation did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company's current employees, including management. The daily business operations of the Company will continue as they were conducted prior to the Reincorporation. The consolidated financial condition and results of operations of the Company immediately after consummation of the Reincorporation remain the same as immediately before the Reincorporation. In addition, the Company's Board of Directors continued to consist of those persons elected to the Board of Directors at the 2021 Annual Meeting, and the individuals serving as officers of the Company immediately prior to the Reincorporation continue to serve as officers of the Company without a change in title or responsibilities.
Copies of the Delaware Certificate, the Delaware Bylaws, the Plan of Conversion, the Nevada Articles of Conversion and the Certificate of Conversion are filed as Exhibits 3.1, 3.2, 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation, as filed with the Secretary of
State of the State of Delaware on October 28, 2021 .
3.2 Certificate of Designations of Series B Preferred Stock, as
filed with the Secretary of State of the State of Delaware on
October 28, 2021 .
3.3 Bylaws, dated October 28, 2021 .
99.1 Plan of Conversion, dated October 1, 2021 .
99.2 Articles of Conversion, as filed with the Secretary of State of
the State of Nevada on October 29, 2021 .
99.3 Certificate of Conversion, as filed with the Secretary of State
of the State of Delaware on October 28, 2021 .
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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