Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
|
Completion of Acquisition or Disposition of Assets. |
As previously reported, on December 12, 2016, Amyris, Inc. (the
Company), Nikko Chemicals Co., Ltd.
(Nikko), an existing commercial partner
of the Company, and Nippon Surfactant Industries Co., Ltd., an
affiliate of Nikko (Nissa and, together
with the Company and Nikko, the
Members) entered into a Joint Venture
Agreement (the Joint Venture
Agreement), to which the Members agreed to form a
joint venture under the name Neossance, LLC, a Delaware limited
liability company (JVCO), and enter
into the First Amended and Restated LLC Operating Agreement of
JVCO (the Operating Agreement). The
entry into the Joint Venture Agreement and the terms of the joint
venture and the Operating Agreement were previously reported in a
Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on December 16, 2016, which is
incorporated herein by reference.
On December 19, 2016, the Members closed the transactions
contemplated by the Joint Venture Agreement (the
Closing). In connection therewith, the
Company contributed certain assets of the Company to JVCO,
including certain intellectual property and other commercial
assets relating to its Neossance cosmetic ingredients business,
as well as the production facility in Leland, North Carolina (the
Facility) and related assets recently
purchased by the Company, and Nikko and Nissa purchased a 40% and
10% interest, respectively, in JVCO in exchange for the following
payments to the Company: (i) an initial payment of $10 million
(consisting of $8 million from Nikko and $2 million from Nissa)
and (ii) the profits, if any, distributed to Nikko or Nissa in
cash as members of JVCO during the three year period following
the date of the Joint Venture Agreement, allocated 80%/20%
between Nikko and Nissa, respectively, up to a maximum of $10
million.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
In connection with the Closing, Nikko made a loan to the Company
in the principal amount of $3.9 million, and the Company in
consideration therefor issued a promissory note (the
Note) to Nikko in an equal principal
amount. The proceeds of the Note will be used to satisfy the
Companys remaining liabilities relating to the Companys purchase
of the Facility and related assets, including liabilities under
the $3.5 million purchase money promissory note issued by the
Company in connection therewith. 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 January 1, 2017 (which payments are subject to a
penalty of 5% if delinquent more than 5 days) and (iv) is secured
by a first-priority lien on 10% of the JVCO interests owned by
the Company. In addition to the payments under the Note set forth
in the preceding sentence, the Company is required to (i) repay
$400,000 of the Note in equal monthly installments of $100,000 on
January 1, 2017, February 1, 2017, March 1, 2017 and April 1,
2017 and (ii) commencing with the distributions from JVCO to the
Members relating to the fourth fiscal year of JVCO and continuing
for each fiscal year thereafter until the Note is fully repaid,
repay the Note in an amount equal to the profits, if any,
distributed to the Company by JVCO. The Note contains customary
terms and provisions, including certain events of default after
which the Note may become immediately due and payable.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 19, 2016, the Company received a letter from The
NASDAQ Stock Market LLC (NASDAQ)
notifying the Company that it is not in compliance with the
requirement of NASDAQ Listing Rule 5450(a)(1) for continued
listing on The NASDAQ Global Market as a result of the closing
bid price of the Companys common stock being below $1.00 for 30
consecutive business days. This notification has no effect on the
listing of the Companys common stock at this time.
In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company
has 180 calendar days, or until June 19, 2017, to regain
compliance with NASDAQ Listing Rule 5450(a)(1). To regain
compliance, the closing bid price of the Companys common stock
must be at least $1.00 for a minimum of 10 consecutive business
days. If the Company does not regain compliance during such
period, it may be eligible for an additional compliance period of
180 calendar days, provided that the Company meets NASDAQs
continued listing requirement for market value of publicly held
shares and all other initial listing standards for The NASDAQ
Capital Market, other than the minimum bid price requirement, and
provides written notice to NASDAQ of its intention to cure the
deficiency during the second compliance period. If the Company
does not regain compliance during the initial compliance period
and is not eligible for an additional compliance period, NASDAQ
will provide notice that the Companys common stock will be
subject to delisting from The NASDAQ Stock Market. In that event,
the Company may appeal such determination to a hearings panel.
The Company is currently evaluating its available options to
resolve the deficiency and regain compliance with NASDAQ Listing
Rule 5450(a)(1).
Forward-Looking Statements
This report contains forward-looking statements, and any
statements other than statements of historical fact could be
deemed to be forward-looking statements. These forward-looking
statements include, among other things, statements regarding
potential earn-out payments to the Company in connection with the
sale of JVCO interests to Nikko and Nissa, the use of proceeds
from the Note, and related matters. These statements are subject
to risks and uncertainties, including the failure of JVCO to
successfully execute its proposed business model and the Companys
liquidity, 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. (NASDAQ:AMRS)
Amyris, Inc. is an integrated industrial biotechnology company. The Company is engaged in research and development and sales of fuels and farnesene-derived products. It is applying its industrial synthetic biology platform to engineer, manufacture and sell products into a range of consumer and industrial markets, including cosmetics, flavors and fragrances (F&F), solvents and cleaners, polymers, lubricants, healthcare products and fuels. The Company focuses on a renewable hydrocarbon molecule called farnesene (Biofene). The Company is expanding its range of products across various categories divided into consumer and industrial applications. For consumer applications, the Company is developing and selling personal care products (which include ingredients for cosmetics and F&F), healthcare products and formulated end user products, such as Biossance brand skincare products and Muck Daddy brand hand cleaner product. Amyris, Inc. (NASDAQ:AMRS) Recent Trading Information
Amyris, Inc. (NASDAQ:AMRS) closed its last trading session up +0.029 at 0.712 with 774,818 shares trading hands.