Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On April 13, 2017, Amyris, Inc. (the
Company) entered into a securities
purchase agreement (the Purchase
Agreement) between the Company and a private
investor (the Purchaser) relating to
the sale of up to $15.0 million aggregate principal amount of
convertible notes (Notes) that are
convertible into shares of the Companys common stock
(Common Stock) at an initial conversion
price of $1.90 per share. The Purchase Agreement includes
customary representations, warranties and covenants by the
Company. The Purchase Agreement also provides the Purchaser with
a right of first refusal with respect to any variable rate
transaction, subject to certain exceptions, on the same terms and
conditions as are offered to a third-party purchaser for as long
as the Purchaser holds any Notes or shares of Common Stock
underlying the Notes.
The Notes will be issued and sold in two separate closings. The
initial closing occurred on April 17, 2017. At the initial
closing, the Company issued and sold a Note in a principal amount
of $7.0 million to the Purchaser. If the Purchaser so elects at
its option and in its sole discretion, the second closing will
occur on or prior to December 31, 2017, subject to the
satisfaction of certain closing conditions, including certain
equity conditions. At the second closing, the Company will issue
and sell a Note in a principal amount of $8.0 million to the
Purchaser. The net proceeds from the sale of the Notes, after
deducting estimated offering expenses payable by the Company, are
expected to be approximately $14.9 million.
Notes
The Notes will be general unsecured obligations of the Company.
Unless earlier converted or redeemed, the Notes will mature on or
about the 18-month anniversary of their respective issuance,
subject to the rights of the holdersto extend the maturity date
in certain circumstances.
The Notes willbe payable in monthly installments, in either cash
at 118% of such installment amount or, at the Companys option,
subject to the satisfaction of certain equity conditions, shares
of Common Stock at a discount to the then-current market price,
subject to a price floor. In addition, in the event thatthe
Company elects to pay all or any portion of a monthly installment
in Common Stock, the holders of the Notes shall have the right to
require that the Company repay in Common Stock an additional
amount of the Notes not to exceed 50% of the cumulative sum of
the aggregate amounts by which the dollar-weighted trading volume
of the Common Stock for all trading days during the applicable
installment period exceeds $200,000.
The Notes contain customary terms and covenants, including
certain events of default after which the holders may require the
Company toredeem all or any portion of their Notes in cash at a
price equal to the greater of (i)118% of the amount being
redeemed and (ii)the intrinsic value of the shares of Common
Stock issuable upon aninstallment payment ofthe amount being
redeemedin shares.
In the event of a Fundamental Transaction (as defined in the
Notes), holders of the Notes may require the Company to redeem
all or any portion of their Notes at a price equal to the greater
of(i)118% of the amount being redeemed and (ii)the intrinsic
value of the shares of Common Stock issuable upon aninstallment
payment ofthe amount being redeemedin shares.
The Company has the right to redeem the Notes for cash, in whole,
at any time, or in part, from time to time, at a redemption price
equal to 118% of the principal amount of the Notes to be
redeemed.
The Notes will be convertible from time to time, at the election
of theholders, into shares of Common Stockat an initial
conversion price of$1.90per share. The conversion price will be
subject to adjustment inthe event of any stock split, reverse
stock split, recapitalization, reorganization or similar
transaction.
Notwithstanding the foregoing, the holders will not have the
right to convert any portion of a Note, and the Company will not
have the option to pay any amount in shares of Common Stock, if
(a) the holder, together with its affiliates, would beneficially
own in excess of 4.99% (or such other percentage as determined by
the holder and notified to the Company in writing, not to exceed
9.99%, provided that any increase of such percentage will not be
effective until 61 days after notice thereof) of the number of
shares of Common Stock outstanding immediately after giving
effect to such conversion or payment, as applicable, or (b) the
aggregate number of shares issued with respect to the Notes (and
any other transaction aggregated for such purpose) after giving
effect to such conversion or payment, as applicable, would exceed
54,676,770 shares of Common Stock (the Exchange
Cap). In the event that the Company is prohibited
from issuing any shares of Common Stock under the Notes as a
result of the Exchange Cap, the Company will pay cash in lieu of
any shares that would otherwise be deliverable in excess of the
Exchange Cap. In addition, to the Purchase Agreement, in the
event that the aggregate number of shares of Common Stock
issuable with respect to the Notes (and any other transaction
aggregated for such purpose) would equal or exceed 49,233,710 of
shares of Common Stock, the Company will be required to take all
actions necessary for, and use its reasonable best efforts to
solicit and obtain, stockholder approval for the issuance of
shares of Common Stock in excess of the Exchange Cap.
For as long as they hold Notes or shares of Common Stock issued
under the Notes, the holders may not sell any shares of Common
Stock at a price less than $1.05 per share; provided, that with
respect to any shares of Common Stock issued under the Notes at a
price less than $1.00, the holders may sell such shares at a
price not less than the price floor applicable to the installment
period with respect to which such shares were issued.
The foregoing description of the Purchase Agreement and the Notes
is qualified in its entirety by reference to the Form of
Securities Purchase Agreement and the Form of Convertible Note,
which are filed hereto as Exhibit 10.1 and Exhibit 4.1,
respectively, and are incorporated herein by reference. The legal
opinion of Fenwick West LLP relating to the Notes and the shares
of Common Stock underlying the Notes being offered is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
The Notes and the shares of Common Stock underlying the Notes are
being offered and sold to a prospectus filed with the Securities
and Exchange Commission (the SEC) on
April 9, 2015 and a prospectus supplement dated April 17, 2017,
in connection with a takedown from the Companys effective shelf
registration statement on Form S-3 (File No.333-203216) declared
effective by the SEC on April 15, 2015.
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 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The terms and conditions of the Notes described in Item 1.01 of
this Current Report on Form 8-K are incorporated by reference
into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
The following exhibits are filed herewith:
| Exhibit Number | Description | |
| 4.1 | Form of Convertible Note (included in Exhibit 10.1) | |
| 5.1 | Opinion of Fenwick West LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 23.1 | Consent of Fenwick West LLP (included in Exhibit 5.1) |
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 +0.023 at 0.703 with 9,993,358 shares trading hands.