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): November 6, 2020

PACIFIC ETHANOL, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s Telephone Number, Including Area Code: (916) 403-2123

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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). 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. ☐

On November 6, 2020, Pacific Ethanol Magic Valley, LLC (“PE Magic Valley”), a wholly-owned subsidiary of Pacific Ethanol, Inc. (the “Company”), entered into a Real Estate Purchase and Sale Agreement (the “Purchase Agreement”) dated November 6, 2020 by and between PE Magic Valley and Liberty Basin, LLC (“Purchaser”) to sell 134 acres of real property (the “Land”), the rail loop, and grain handling assets at the Company’s facility in Burley, Idaho for $10 million in cash. PE Magic Valley will retain 25 acres of real property and its renewable fuel plant. The sale includes all buildings, fixtures and other improvements located on the Land, together with certain personal property appurtenant to the Land and improvements and all easements, rights-of-way and privileges appertaining to or otherwise benefitting or used in connection with the Land, improvements and personal property (the “Transaction”).

The Transaction is expected to close on or before November 30, 2020, subject to customary closing conditions for transactions of this type. There can be no assurance that the Transaction will be consummated.

The Purchase Agreement also contains customary representations, warranties and covenants, and other terms and conditions.

The description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2