Business Context

On May 1, 2020, Amyris, Inc. (the “Company”) entered into a transaction that is part of a broader objective to reduce and simplify its outstanding debt. The Company completed a series of transactions in the first quarter of 2020 that reduced the Company’s aggregate debt of approximately $297 million as of December 31, 2019. This includes a $70 million debt reduction ($60 million of principal and $10 million accrued interest and fees) previously reported in a Current Report on Form 8-K (“Form 8-K”)>filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 6, 2020>(the “February 6 8-K”) along with other amortization payments.

As described below in further detail, the Company’s Senior Convertible Notes (the “Convertible Notes”), with an outstanding principal amount of approximately $45 million as of April 30, 2020, were amended to provide for an amortization payment in May 2020 to reduce its outstanding principal amount by $15 million (the “Amended May Amortization”, as further defined below), with no other amortization payment due prior to the Maturity Date (as amended and defined below) other than the Conditional Amortization (as defied below), remove all Equity Triggering Provisions (as defined below) thereto and further simplify other payment terms. As a result of this transaction, the aggregate principal under the Convertible Notes will be reduced to $30 million upon payment of the Amended May Amortization and approximately 60% of the Company’s overall debt structure will be held by entities affiliated with certain of our directors.>

Senior Convertible Notes Amendment

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, among other things, on January 14, 2020, the Company issued to certain private investors (the “Holders”) the Convertible Notes in an aggregate principal amount of $51 million and 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. In addition, as previously reported, on February 18, 2020, the Company and the Holders entered into separate waiver and forbearance agreements (the “W&F Agreements”) with respect to certain defaults by the Company under the Convertible Notes and to which the Company and the Holders also agreed to amend the terms of the amortization payments due under the Convertible Notes on March 1 and April 1, 2020 and that the amortization payment due on May 1, 2020 would be in the aggregate amount of $8.9 million (split proportionally among the Holders). The entry into and terms of the Exchange Agreements and the W&F Agreements, the terms of the Convertible Notes, Warrants and related matters were reported in Forms 8-K filed by the Company with the SEC on December 30, 2019, January 21, 2020>and February 19, 2020, which are incorporated herein by reference.

On May 1, 2020, the Company and the Holders entered into separate amendments to the Convertible Notes and the W&F Agreements (the “Note Amendments”), to which the Company and the Holders agreed: (i) to amend the maturity date of the Convertible Notes from September 30, 2022 to June 1, 2021 (the “Maturity Date”); (ii) to remove from the Convertible Notes all equity triggering provisions that allowed the Holders to convert the notes at a reduced conversion price in certain circumstances, including if the per share volume-weighted average price of the Company’s Common Stock over any three consecutive days would be less than $2.25 (the “Equity Triggering Provision”); (iii) that the Company would no longer be required to redeem the Convertible Notes in an aggregate amount of $10.0 million following the receipt by the Company of at least $80 million of aggregate net cash proceeds from one or more financing transactions; (iv) that interest payments would be due quarterly (as opposed to monthly), starting on August 1, 2020; (v) that an aggregate amortization payment of approximately $16 million (split proportionally among the Holders) would be due on or before the earlier of May 31, 2020 and the date on which the Company receives at least $50 million of aggregate net proceeds in an offering of securities (the “Amended May Amortization”), an amortization payment of $5 million (to the largest Holder) would be due on December 1, 2020 (the “Conditional Amortization”) unless the Company receives at least $50 million of aggregate net cash proceeds from one or more financing transactions after May 1, 2020, and no other amortization payment would be due prior to the Maturity Date;

(vi) to reduce the conversion price of the Convertible Notes from $5.00 to $3.50; (vii) to reduce the redemption price with respect to optional redemptions by the Company prior to October 1, 2020 to 50%, prior to December 31, 2020 to 105% and to 110% thereafter (as opposed to 115%), of the amount being redeemed; and (viii) that an aggregate of 2,836,364 shares of Common Stock held by the Holders would not be considered as Pre-Delivery Shares (as defined on the Convertible Notes) and would be subject to certain selling restrictions until June 15, 2020, and that an aggregate of 1,363,636 Pre-Delivery Shares held by certain Holders would be promptly returned to the Company.

Warrant Amendments

In connection with the Note Amendments, the Company and the Holders entered into certain warrant amendment agreements to which (i) the Warrants’ exercise price was reduced to $2.87 per share with respect to an aggregate of 2,000,000 Warrant Shares; (ii) the exercise price of a warrant to purchase 960,225 shares of the Company’s Common Stock issued to one of the Holders on May 10, 2019, as described in the Form 8-K filed by the Company with the SEC on May 14, 2019, which is incorporated herein by reference, was reduced to $2.87 per share (from $5.02), and the exercise term of such warrant was extended to January 31, 2022 (from May 10, 2021); and (iii) the exercise term of a right to purchase 431,378 shares of the Company’s Common Stock issued to one of the Holders on January 31, 2020, as described in the February 6, 8-K, which is incorporated herein by reference, was extended to January 31, 2022 (from January 31, 2021).

The foregoing description of the Note Amendments is a summary and is qualified in its entirety by reference to the form of Note Amendment, 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 exhibit101_8k05042020.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Execution CopyAMENDMENT TO SENIOR CONVERTIBLE NOTE DUE 2022 AND WAIVER AND FORBEARANCE AGREEMENTThis AMENDMENT TO SENIOR CONVERTIBLE NOTE DUE 2022 AND WAIVER AND FORBEARANCE AGREEMENT (this “Amendment”) is made and entered into as of May 1,…
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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.