Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
| Unregistered Sales of Equity Securities. |
The information contained in Item8.01 below is incorporated
herein by reference.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information contained in Item8.01 below is incorporated
herein by reference.
| Item 8.01 | Other Events. |
As previously reported, on May 8, 2017, Amyris, Inc. (the
Company) entered into a Securities
Purchase Agreement (the Purchase
Agreement) with certain investors (the
Investors) for the issuance and sale of
22,140 shares of the Companys Series A 17.38% Convertible
Preferred Stock, par value $0.0001 per share (the
Series A Preferred Stock), 65,203.8756
shares of the Companys Series B 17.38% Convertible Preferred
Stock, par value $0.0001 per share (the Series B
Preferred Stock and, together with the Series A
Preferred Stock, the Preferred Stock),
and Cash Warrants (as defined in the Prior 8-K (as defined
below)) to purchase an aggregate of 207,954,414 shares of the
Companys common stock, par value $0.0001 per share, and Dilution
Warrants (as defined in the Prior 8-K) (collectively, the
Warrants) (the
Offering). The entry into the Purchase
Agreement and related matters were reported in a Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission (the SEC) on May 8, 2017
(the Prior 8-K), which is incorporated
herein by reference.
On May 8, 2017, the Company filed the Certificates of Designation
of Preferences, Rights and Limitations relating to the Series A
Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock (as defined in the Prior 8-K) with the Secretary
of State of Delaware.
On May 11, 2017, the Company and the Investors closed the
issuance and sale of the Series A Preferred Stock, Series B
Preferred Stock and Warrants, resulting in net proceeds to the
Company of approximately $44.5 million after payment of offering
expenses and placement agent fees. In addition, on May 11, 2017,
the Company consummated the Exchange (as defined in the Prior
8-K) and entered into the Stockholder Agreement (as defined in
the Prior 8-K), License Agreements (as defined in the Prior 8-K)
and a related intellectual property escrow agreement with DSM
International B.V., a subsidiary of Koninklijke DSM N.V.
Rodman Renshaw (Rodman), a unit of H.C.
Wainwright Co., LLC, acted as placement agent in connection with
the Offering, subject to the terms and conditions of an
engagement letter between the Company and Rodman, which was filed
as Exhibit 10.2 to the Prior 8-K (the Engagement
Letter). On May 9, 2017, the Company and Rodman
entered into an amendment to the Engagement Letter to clarify the
fees receivable by Rodman in connection with the Offering and
provide certain rights to Rodman with respect to future financing
transactions by the Company.
The Series A Preferred Stock was offered and sold to a prospectus
filed with the SEC on April 9, 2015 and a prospectus supplement
dated May 8, 2017 (collectively, the
Prospectus), 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. The legal opinion of the Companys counsel,
Fenwick West LLP, regarding the validity of the Series A
Preferred Stock offered to the Prospectus is filed herewith as
Exhibit 5.01.
The Series B Preferred Stock and Warrants were issued 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.
The Series C Preferred Stock was issued in a private exchange to
the exemption from registration under Section 3(a)(9) of the
Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
|
Exhibit Number |
Description |
| 5.01 | Opinion of Fenwick West LLP |
| 23.01 | Consent of Fenwick West LLP(included in Exhibit 5.01) |
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 -0.009 at 0.329 with 10,900,384 shares trading hands.
