Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement

As previously reported, on December 30, 2019, the Company entered into separate exchange agreement (the “Exchange Agreements”) with certain private investors (the “Holders”), to which the parties agreed to exchange the Company’s senior convertible notes issued on November 15, 2019 (the “November 2019 Notes”), that are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for (i) new senior convertible notes in an aggregate principal amount of $51 million (the “New Notes” or “Senior Convertible Notes due 2022”), (ii) an aggregate of 2,742,160 shares of Common Stock (the “Exchange Shares”), (iii) rights (the “Rights”) to acquire up to an aggregate of 2,484,321 shares of Common Stock, (iv) warrants (the “Warrants”) to purchase up to an aggregate of 3,000,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of $3.25 per share, with an exercise term of two years from issuance, (v) accrued and unpaid interest on the November 2019 Notes (payable on or prior to January 31, 2020) and (vi) cash fees in an aggregate amount of $1.0 million (payable on or prior to January 31, 2020) (the “Exchange”). to the New Notes, the Company will agree to use commercially reasonable efforts to obtain from the Company’s stockholders the approval contemplated by Nasdaq Listing Standard Rule 5635(d) with respect to the issuance of shares of Common Stock upon conversion of, or otherwise to, the New Notes in excess of the limitation imposed by such rule (the “Exchange Cap”), including without limitation the issuance of shares of Common Stock upon conversion of, or otherwise to, the New Notes in excess of the Exchange Cap (the “Stockholder Approval”), at an annual or special meeting of stockholders to be held on or prior to March 15, 2020. The entry into and terms of the Exchange Agreements, the terms of the New Notes and related matters were reported in Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 30, 2019>and January 21, 2020, which are incorporated herein by reference.

On February 18, 2020, the Company and the Holders entered into separate waiver and forbearance agreements, (the “W&F Agreements”), to which the Holders agreed to, for 60 days following the date of the W&F Agreement, except in case of early termination of the W&F Agreement or, solely with respect to the>Stockholder Approval if the other defaults described below have been cured on or prior to the date that is 60 days following the date of the W&F Agreement, until May 31, 2020 (the “W&F Period”), and in each case subject to certain conditions to effectiveness contained in the W&F Agreement, >(i) forbear from exercising certain of their rights and remedies with respect to certain defaults by the Company, including, but not limited to, the Company\’s failure, on or before January 31, 2020, (A) to receive aggregated net cash proceeds of not less than $50 million from one or more financing transactions, (B) to repay in full or convert into equity all indebtedness outstanding under the Credit and Security Agreement entered into by the Company and certain of the Company’s subsidiaries with certain investors on November 14, 2019 (the “CSA”) or amend all such indebtedness outstanding under the CSA to fit within the definition of permitted indebtedness of the New Notes, and certain other events of default, and (ii) waive any event of default for (A) violations of the Minimum Liquidity Covenant (as defined in the New Note) since December 31, 2019 and (B) failure to obtain the Stockholder Approval prior to March 15, 2020.>

In addition, to the W&F Agreements, the Company and the Holders agreed that (i) the New Note amortization payment due on March 1, 2020 (the “Amortization Payment”) shall be in the aggregate amount of $10.0 million>(split proportionally among the Holders) and that the Company shall elect to pay such amortization payment in shares of Common Stock in accordance with the terms of the New Note, provided however, that: (A) the Amortization Stock Payment Price (as defined in the New Note) shall be $3.00, (B) the Amortization Share Payment Period (as defined in the New Note) with respect to the Amortization Payment will end on April 30, 2020 rather than March 31, 2020; and (C) in the event that Holder does not elect to receive the full Amortization Share Amount (as defined in the New Note) during such Amortization Share Payment Period, then the Amortization Payment shall be automatically reduced by the portion of such Amortization Payment not received by the Holder, (ii) there shall be no amortization payment due on April 1, 2020, and (iii) the amortization payment due on May 1, 2020 shall be in the aggregate amount of $8.9 million>(split proportionally among the Holders).

The effectiveness of the W&F Agreements is subject to customary closing conditions, including, but not limited to the execution of forbearance agreements by the investors of the CSA with respect to loans subject to the CSA.

The foregoing description of the W&F Agreement is a summary and is qualified in its entirety by reference to the form of W&F Agreement, which is filed as Exhibit 10.1>hereto and is incorporated herein by reference.

The information contained in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

AMYRIS, INC. Exhibit
EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 Exhibit FORM OF WAIVER AND FORBEARANCE AGREEMENTThis WAIVER AND FORBEARANCE AGREEMENT (this \”Agreement\”),…
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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.