Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On December 31, 2018, Amyris, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Wolverine Flagship Fund Trading Limited (the “Holder”). to the Exchange Agreement, the Company and the Holder agreed to exchange the Tranche II Senior Convertible Note held by the Holder (the “Exchange Note”), which was originally issued by the Company to the Holder on January 15, 2014 to the terms of the Securities Purchase Agreement, dated August 8, 2013 (as amended, the “SPA”), by and among the Company and the investors party thereto, and which has a maturity date of January 15, 2019, for a new senior convertible note (the “New Note”) with substantially identical terms as the Exchange Note, except that (i) the initial aggregate principal amount of the New Note will be $5,445,562, (ii) the initial conversion price of the New Note will be $4.40 per share of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (iii) the New Note will have a maturity date of July 15, 2019 (the “Exchange”). The terms of the Exchange Note and the SPA were previously reported in Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 8, 2013, October 17, 2013, December 24, 2013 and January 17, 2014, as well as in Note 4, “Debt” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 17, 2018 (including related exhibits thereto), and in Note 4, “Debt” in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, filed with the SEC on November 15, 2018, and all of such disclosure is incorporated herein by reference. The consummation of the Exchange is subject to customary closing conditions, including obtaining certain required approvals.
The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
| Item 1.01 | Termination of a Material Definitive Agreement. |
The information contained in Item 1.01 above is incorporated herein by reference.
| Item 1.01 | 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 herein by reference.
| Item 1.01 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 above is incorporated herein by reference.
The New Note (including the shares of Common Stock underlying the New Note) will be issued in a private exchange to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.
| Item 1.01 | Financial Statements and Exhibits. |
(d)Exhibits
The following exhibit is filed herewith:
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 the closing of the Exchange to the Exchange Agreement 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.
AMYRIS, INC. Exhibit
EX-10.1 2 exh_101.htm EXHIBIT 10.1 EXHIBIT 10.1 EXCHANGE AGREEMENT This Exchange Agreement (the “Agreement”) is entered into as of the 31st day of December,…
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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.