Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
As previously reported, (i) on December 1, 2016, Amyris, Inc.
(the Company) entered into a securities
purchase agreement (the December 2016 Purchase
Agreement) with a private investor (the
Purchaser) relating to the sale of
$10.0 million aggregate principal amount of convertible notes and
issued to the Purchaser a Note in the principal amount of $10.0
million (the December 2016 Note) on
December 2, 2016 and (ii) on April 13, 2017, the Company entered
into a securities purchase agreement (the April 2017
Purchase Agreement and, together with the December
2016 Purchase Agreement, the Purchase
Agreements) with the Purchaser relating to the sale
of up to $15.0 million aggregate principal amount of convertible
notes to be issued and sold in two separate closings, the first
of which occurred on April 17, 2017, at which time the Company
issued and sold a note in a principal amount of $7.0 million (the
April 2017 Initial Note) to the
Purchaser, and the second of which will occur,if the Purchaser so
elects at its option and in its sole discretion, on or prior to
December 31, 2017, subject tothe satisfaction of certain closing
conditions, including certain equity conditions, at which time
the Company will issue and sell a note in a principal amount of
$8.0 million (together with the April 2017 Initial Note, the
April 2017 Notes and, the April 2017
Notes collectively with the December 2016 Note, the
Notes) to the Purchaser. The entry into
the December 2016 Purchase Agreement and the April 2017 Purchase
Agreement and the issuance of the December 2016 Note and the
April 2017 Initial Note were previously reported in Current
Reports on Form 8-K filed by the Company with the Securities and
Exchange Commission on December 2, 2016 and April 17, 2017,
respectively, which are incorporated herein by reference.
On May 2, 2017, in connection with the Purchaser agreeing to
extend the time period for certain obligations of the Company
under the April 2017 Purchase Agreement, the Company and the
Purchaser entered into an Amendment Agreement (the
Amendment Agreement) with respect to
the Purchase Agreements and the Notes. to the Amendment
Agreement, the Company and the Purchaser agreed, among other
things, to amend the Notes to (i) reduce the price at which the
Company may pay monthly installments under the Notes in shares of
common stock from a 10% discount to a market-based price to a 20%
discount to a market-based price and (ii) reduce the price floor
related to any such payment from 80% of, in the case of the
December 2016 Note, the VWAP of the Companys common stock on the
trading day immediately preceding the applicable installment date
and, in the case of the April 2017 Notes, the arithmetic average
of the VWAP of the Companys common stock for the five trading
days immediately preceding the applicable installment date, to
70% of such amount (as so amended, the Amended and
Restated Notes).
The closing of the Amendment Agreement and the issuance of the
Amended and Restated Notes is subject to customary closing
conditions.
The foregoing description of the Amendment Agreement and the
Amended and Restated Notes is qualified in its entirety by
reference to the Form of Amendment Agreement and the Forms of
Amended and Restated Notes, which are filed hereto as Exhibit
10.1, Exhibit 4.1 and Exhibit 4.2, respectively, and are
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 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | |
| 4.1 |
Form of Amended and Restated December 2016 Note (included in Exhibit 10.1) |
|
| 4.2 |
Form of Amended and Restated April 2017 Note (included in Exhibit 10.1) |
|
| 10.1 | Form of Amendment Agreement |
Forward-Looking Statements
This report contains forward-looking statements, and any
statements other than statements of historical facts could be
deemed to be forward-looking statements. These forward-looking
statements include, among other things, statements regarding the
timing of the closing of the Amendment Agreement and the issuance
of the Amended and Restated Notes, 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.
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 down -0.202 at 0.336 with 984,662 shares trading hands.