Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
R&D Note Amendment
As previously reported, on March 21, 2016, in connection with the restructuring of the ownership and rights of Total Amyris BioSolutions B.V. (“TAB”), the joint venture between Amyris, Inc. (the “Company”) and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS) (“Total”), a commercial partner of the Company and an owner of greater than five percent of the Company’s outstanding common stock, the Company issued to Total a senior convertible note (the “R&D Note”) in the principal amount of $3.7 million. Subsequently, on February 27, 2017, the Company and Total entered into a first amendment to the R&D Note, to which the parties agreed to extend the maturity date of the R&D Note from March 1, 2017 to May 15, 2017. The restructuring of TAB and the issuance of the R&D Note were previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 24, 2016, and the first amendment to the R&D Note was previously reported in a Current Report on Form 8-K filed by the Company with the SEC on March 3, 2017, each of which is incorporated herein by reference.
On May 15, 2017, the Company and Total entered into a second amendment to the R&D Note (the “Second Amendment”). to the Second Amendment, the parties agreed to extend the maturity date of the R&D Note (the “Maturity Date”) from May 15, 2017 to March 31, 2018. In addition, the parties agreed to increase the interest rate on the amounts outstanding under the R&D Note from 1.5% to 12.0%, beginning May 16, 2017, together with a corresponding increase to the default interest rate. Lastly, to the Second Amendment, accrued and unpaid interest on the amounts outstanding under the R&D Note will be payable on December 31, 2017 and the Maturity Date.
Letter Agreement
As previously reported, on July 29, 2015, the Company entered into a Maturity Treatment Agreement with Total and Maxwell (Mauritius) Pte Ltd (“Temasek”), to which Total and Temasek agreed to convert certain convertible promissory notes of the Company held by them (the “Remaining Notes”) into shares of the Company’s common stock in accordance with the terms of such Remaining Notes on or prior to maturity, provided that certain events of default had not occurred with respect to the applicable Remaining Notes prior to such maturity. The entry into the Maturity Treatment Agreement was previously reported in a Current Report on Form 8-K filed by the Company with the SEC on July 30, 2015, which is incorporated herein by reference.
On May 15, 2017, the Company entered into a letter agreement with Total, to which the Company and Total agreed that the Company’s 6.50% Convertible Senior Notes due 2019 held by Total, in an aggregate principal amount of $9.7 million, would no longer be subject to mandatory conversion by Total at or prior to the maturity of such Remaining Notes. Accordingly, the Company will be required to pay any portion of such Remaining Notes that remain outstanding at maturity in cash in accordance with the terms of such Remaining Notes.
Biolding Note Amendment
As previously reported, on February 12, 2016, the Company entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) for the sale of $18.0 million in aggregate principal amount of unsecured promissory notes (the “Notes”) and warrants to purchase 2,571,428 shares of the Company’s common stock at an exercise price of $0.01 per share (the “Warrants”) with certain purchasers, including Biolding Investment SA (“Biolding”), a fund affiliated with director HH Sheikh Abdullah bin Khalifa Al Thani, which purchased a Note in the principal amount of $2.0 million (the “Biolding Note”) and Warrants to purchase 285,714 shares of the Company’s common stock. The entry into the Purchase Agreement and the issuance of the Notes and Warrants were previously reported in a Current Report on Form 8-K filed by the Company with the SEC on February 19, 2016, which is incorporated herein by reference.
On May 15, 2017, the Company and Biolding entered into a first amendment to the Biolding Note (the “First Amendment”). to the First Amendment, the parties agreed to extend the maturity date of the Biolding Note from May 15, 2017 to November 15, 2017.
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 +0.036 at 0.296 with 7,817,971 shares trading hands.