Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On July 2, 2019, 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, in the principal amount of $5.1 million (the “Exchange Note”), which was originally issued by the Company to the Holder on January 15, 2014 to the terms of a Securities Purchase Agreement, dated August 8, 2013 (as amended, the “SPA”), by and among the Company and the investors party thereto and which had an initial maturity date of January 15, 2019, for 1,767,632 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and a warrant (the “Warrant”) to purchase 1,080,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of $2.87 per share, with an exercise term of two years from issuance (the “Exchange”). The Exchange Agreement includes customary representations, warranties and covenants of the parties.
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, 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. In addition, as previously reported in a Current Report on Form 8-K filed by the Company with the SEC on January 2, 2019, on December 31, 2018, the Company and the Holder entered into a previous exchange agreement to exchange the Exchange Note for a new convertible note, which exchange agreement was terminated prior to the consummation of such exchange due to a failure of closing conditions to be satisfied. On January 14, 2019, the Holder agreed to waive payment of the Exchange Note at maturity until July 15, 2019 in exchange for a fee of $0.6 million.
The closing of the Exchange (the “Closing”) occurred on July 8, 2019. At the Closing, the Company issued the Exchange Shares and the Warrant to the Holder in exchange for the Exchange Note, which was retired.
The foregoing descriptions of the Exchange Agreement and the Warrant are qualified in their entirety by reference to the Exchange Agreement and the form of Warrant, which are filed hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and are incorporated herein by reference.
(d) Exhibits
The following exhibits are filed herewith:
| 4.1 | Form of Warrant (found at Exhibit A, herein) |
| 10.1 | Exchange Agreement, dated July 2, 2019, by and between the Company and Wolverine Flagship Fund Trading Limited |
AMYRIS, INC. Exhibit
EX-10.1 2 exh_101.htm EXHIBIT 10.1 EXHIBIT 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is entered into as of the 2nd day of July,…
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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.