Amyris, Inc. (AMRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
As previously reported, in January 2011, Amyris, Inc. (the
Company) entered into a production
service agreement (the Service
Agreement) with Glycotech, Inc.
(Glycotech), under which Glycotech
provides process development and production services for the
manufacturing of various Company products at its leased facility
in Leland, North Carolina (the
Facility). Concurrent with the Service
Agreement, the Company also entered into a Right of First Refusal
Agreement (the ROFR Agreement) with
Salisbury Partners, LLC (Salisbury),
the owner/lessor of the Facility. to the ROFR Agreement,
Salisbury agreed not to sell the Facility and site leased by
Glycotech during the term of the Service Agreement without first
providing the Company with an opportunity to acquire it on the
same terms. The terms of the Service Agreement and the ROFR
Agreement, as well as a description of the Companys relationship
with Glycotech and Salisbury, were previously reported in Note 7,
Joint Ventures and Noncontrolling Interests, to the Unaudited
Financial Statements contained in the Companys Quarterly Report
on Form 10-Q filed with the SEC on November 9, 2016, and all such
disclosure is incorporated herein by reference.
On November 10, 2016, the Company, Glycotech and Salisbury
entered into a Purchase and Sale Agreement (the
PSA) for the purchase and sale of the
Facility, the real property on which the Facility is located and
the fixtures, equipment, materials and supplies and other
tangible assets located at or used in connection with the
Facility (collectively, the Assets). to
the PSA, the Company would purchase the Assets from Glycotech and
Salisbury for an aggregate purchase price of $4.35 million, of
which $3.5 million would be in the form of a purchase money
promissory note (the Note) in favor of
Salisbury. The Note (i) bears interest at a rate of 5% per year,
(ii) has a term of 13 years, (iii) is payable in equal monthly
installments of principal and interest beginning on the first day
of the month following the closing of the purchase and sale of
the Assets (which payments are subject to a penalty of 5% if
delinquent more than 5 days) and (iv) is secured by a purchase
money lien on the Assets. The Note contains customary terms and
provisions, including certain events of default after which the
Note may become immediately due and payable. The closing of the
purchase and sale of the Assets, and the related issuance of the
Note, is subject to certain conditions, including the parties
obtaining certain permits, licenses, approvals and consents
relating to the purchase of the Assets and the operation of the
Facility. to the PSA, the closing of the purchase and sale of the
Assets shall occur within 30 days of the date of the PSA, unless
extended by mutual agreement of the parties.
The PSA contains customary representations, warranties and
covenants of the parties, as well as customary terms and
provisions regarding, among other things, indemnification and
governing law.
In connection with the PSA, the Company, Glycotech and Salisbury
agreed, upon the closing of the purchase and sale of the Assets,
to terminate the current lease of the Facility and the Service
Agreement and to modify the ROFR Agreement such that the Companys
right of first refusal with respect to certain parcels of real
property owned by Salisbury adjacent to the Facility would be an
appurtenant right running with the ownership of the real property
on which the Facility is located.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 above is incorporated by
reference into this Item 2.03.
Forward-Looking Statements
This report contains forward-looking statements, and any
statements other than statements of historical facts could be
deemed to be forward-looking statements. These forward-looking
statements include, among other things, statements regarding the
closing of the purchase and sale of the Assets, the issuance of
the Note and related matters. These statements are subject to
risks and uncertainties, including the failure of closing
conditions to be satisfied, and actual results may differ
materially from these statements. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this report. The Company undertakes no
obligation to revise or update any forward-looking statements to
reflect events or circumstances after the date hereof.
About Amyris, Inc. (AMRS)