Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On May 31, 2017, Amyris, Inc. (the
Company) entered into a Securities
Purchase Agreement (the Purchase
Agreement) with an existing investor (the
Purchaser) for the issuance and sale of
5,700 shares of the Companys Series B 17.38% Convertible
Preferred Stock, par value $0.0001 per share (the
Series B Preferred Stock), which Series
B Preferred Stock is convertible into the Companys common stock,
par value $0.0001 per share (the Common
Stock) as described below (such shares of Common
Stock issuable upon conversion of the Series B Preferred Stock,
the Series B Conversion Shares), at a
price of $1,000 per share, Cash Warrants (as defined below) to
purchase an aggregate of 13,570,958 shares of Common Stock and
the Dilution Warrant (as defined below) (collectively, the
Warrants and the shares of Common Stock
issuable upon exercise of the Warrants, the Warrant
Shares). The Purchase Agreement includes customary
representations, warranties and covenants of the parties.
The Company and the Purchaser closed the issuance and sale of the
Series B Preferred Stock and Warrants on May 31, 2017 (the
Closing), resulting in proceeds to the
Company of $5.7 million. In connection with the Closing, the
Company and certain investors entered into an amendment of the
securities purchase agreement, dated as of May 8, 2017, between
the Company and certain investors, the terms of which securities
purchase agreement were previously reported in a Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission on May 8, 2017, which is incorporated herein by
reference, to permit the consummation of the issuance and sale of
the Series B Preferred Stock and Warrants to the Purchaser.
Series B Preferred Stock
Each share of Series B Preferred Stock has a stated value of
$1,000 and, subject to the Beneficial Ownership Limitation (as
defined below) and the Stockholder Approval (as defined below),
is convertible at any time, at the option of the holder, into
Common Stock at an initial conversion price of $1.15 per share
(the Conversion Rate). The Conversion
Rate is subject to adjustment in the event of any dividends or
distributions of the Common Stock, or any stock split, reverse
stock split, recapitalization, reorganization or similar
transaction. If not previously converted at the option of the
holder, each share of Series B Preferred Stock will be
automatically converted, without any further action by the
holder, subject to the Beneficial Ownership Limitation, on the
90th day following the date that the Stockholder
Approval has been obtained and effected.
Dividends, at a rate per year equal to 17.38% of the stated value
of the Series B Preferred Stock, will be payable semi-annually
from the issuance of the Series B Preferred Stock until the tenth
anniversary of the date of issuance, on each October 15 and April
15, beginning October 15, 2017, on a cumulative basis, at the
Companys option, in cash, out of any funds legally available for
the payment of dividends, or, subject to the satisfaction of
certain conditions, in Common Stock at the Conversion Rate, or a
combination thereof. In addition, upon the conversion of the
Series B Preferred Stock prior to the tenth anniversary of the
date of issuance, the holders of the Series Preferred B Stock
shall be entitled to a payment equal to $1,738 per $1,000 of
stated value of the Series B Preferred Stock, less the amount of
all prior semi-annual dividends paid on such converted Series B
Preferred Stock prior to the relevant conversion date (the
Make-Whole Payment), at the Companys
option, in cash, out of any funds legally available for the
payment of dividends, or, subject to the satisfaction of certain
conditions, in Common Stock at the Conversion Rate, or a
combination thereof. If the Company elects to pay any dividend in
the form of cash, it shall provide each holder with notice of
such election not later than the first day of the month of the
applicable dividend payment date.
Unless and until converted into Common Stock in accordance with
its terms, the Series B Preferred Stock has no voting rights,
other than as required by law or with respect to matters
specifically affecting the Series B Preferred Stock.
In the event of a Fundamental Transaction (as defined in the
Certificate of Designation of Preferences, Rights and Limitations
relating to the Series B Preferred Stock), the holders of the
Series B Preferred Stock will have the right to receive the
consideration receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock
into which the Series B Preferred Stock is convertible
immediately prior to such Fundamental Transaction (without regard
to whether such Series B Preferred Stock is convertible at such
time), which amount shall be paid pari passu with all holders of
Common Stock.
Upon any liquidation, dissolution or winding-up of the Company,
the holders of the Series B Preferred Stock shall be entitled to
receive out of the assets of the Company the same amount that a
holder of Common Stock would receive if the Series B Preferred
Stock were fully converted to Common Stock immediately prior to
such liquidation, dissolution or winding-up (without regard to
whether such Series B Preferred Stock is convertible at such
time), which amount shall be paid pari passu with all holders of
Common Stock.
Notwithstanding the foregoing, the Purchaser will not have the
right to convert any of its Series B Preferred Stock, and the
Company shall not effect any conversion of the Purchasers Series
B Preferred Stock, if the Purchaser, together with its
affiliates, would beneficially own in excess of 4.99% (or such
other percentage as determined by the Purchaser 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 the issuance of
shares of Common Stock issuable upon conversion of such Series B
Preferred Stock (the Beneficial Ownership
Limitation).
The Series B Preferred Stock issued to the Purchaser was sold in
a private placement to the exemption from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act) and Regulation D
promulgated under the Securities Act.
Warrants
At the Closing, the Company issued to the Purchaser (i) a
warrant, with an exercise price of $0.52 per share, to purchase
6,785,479 shares of Common Stock and (ii) a warrant, with an
exercise price of $0.62 per share, to purchase 6,785,479 shares
of Common Stock (collectively, the Cash
Warrants). The exercise price of the Cash Warrants
is subject to standard adjustments as well as full-ratchet
anti-dilution protection for any issuance by the Company of
equity or equity-linked securities during the three-year period
following the Closing (the Dilution
Period) at a per share price (including any
conversion or exercise price, if applicable) less than the
then-current exercise price of the Cash Warrants, subject to
certain exceptions.
In addition, at the Closing the Company issued to the Purchaser a
warrant, with an exercise price of $0.0001 per share (the
Dilution Warrant), to purchase a number
of shares of Common Stock sufficient to provide the Purchaser
with full-ratchet anti-dilution protection for any issuance by
the Company of equity or equity-linked securities during the
Dilution Period at a per share price (including any conversion or
exercise price, if applicable) less than $0.42 per share, the
effective per share price paid by the Purchaser for the shares of
Common Stock issuable upon conversion of the Series B Preferred
Stock purchased by the Purchaser (including shares of Common
Stock issuable as payment of dividends or the Make-Whole Payment,
assuming that all such dividends and the Make-Whole Payment are
made in Common Stock), subject to certain exceptions.
The exercise of the Warrants is subject to the Stockholder
Approval (as defined below). The Warrants each have a term of
five years from the date the Warrants are initially exercisable
following the Stockholder Approval.
The Warrants were issued to the Purchaser in a private placement
to the exemption from registration under Section 4(a)(2) of the
Securities Act and Regulation D promulgated under the Securities
Act.
Stockholder Approval
to the Purchase Agreement, the Company has agreed to solicit from
the Companys stockholders (i) any approval for the transactions
contemplated by the Purchase Agreement required by the rules and
regulations of the NASDAQ Stock Market, including without
limitation the issuance of the Series B Conversion Shares and
Warrant Shares (the NASDAQ Approval)
and (ii) approval to effect a reverse stock split (the
Reverse Stock Split) of the Common
Stock (the NASDAQ Approval and the approval of the Reverse Stock
Split, collectively, the Stockholder
Approval) at an annual or special meeting of
stockholders to be held on or prior to July 10, 2017, and to use
commercially reasonable efforts to secure the Stockholder
Approval. The stockholders of the Company approved a
fifteen-to-one Reverse Stock Split at the Companys 2017 Annual
Meeting of Stockholders held on May 23, 2017, and the Company
intends to solicit the NASDAQ Approval at a special meeting of
stockholders to be held on July 7, 2017 (the Special
Meeting). to the Purchase Agreement, if the Company
does not obtain the NASDAQ Approval at the Special Meeting, the
Company will call a stockholder meeting every four months
thereafter to seek the NASDAQ Approval until the earlier of the
date the NASDAQ Approval is obtained or the Series B Preferred
Stock and Warrants are no longer outstanding.
Registration Rights
to the Purchase Agreement, the Company has agreed to file a
registration statement on Form S-3 (or other appropriate form if
the Company is not then eligible to use Form S-3) within 30
calendar days of the date of the Stockholder Approval providing
for the resale by the Purchaser of the Series B Conversion Shares
and Warrant Shares. The Company also agreed to use commercially
reasonable efforts to (i) cause such registration statement to
become effective within 181 days following the Closing and (ii)
keep such registration statement effective at all times until (a)
the Purchaser does not own any Series B Conversion Shares or
Warrant Shares or (b) the Series B Conversion Shares and Warrant
Shares are eligible for resale under Rule 144 without regard to
volume limitations.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item1.01 above is incorporated
herein by reference.
Forward-Looking Statements
This report contains forward-looking statements, and any
statements other than statements of historical fact could be
deemed to be forward-looking statements. These forward-looking
statements include, among other things, statements regarding the
solicitation of the NASDAQ Approval and related matters. These
statements are subject to risks and uncertainties, including the
failure of the NASDAQ Approval to be obtained, 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.