TERRAVIA HOLDINGS, INC. (NASDAQ:SZYM) Files An 8-K Unregistered Sales of Equity Securities

Item3.02

2018 Exchange

On November23, 2016, TerraVia Holdings, Inc. (the Company)
entered into a note exchange agreement (the 2018 Exchange
Agreement) with a holder (the 2018 Holder) of the Companys 6.00%
Convertible Senior Subordinated Notes due 2018 (the 2018 Notes)
to which the 2018 Holder agreed to exchange (the 2018 Exchange)
up to $4,576,000 in aggregate principal amount of its 2018 Notes
with the Company for shares of the Companys common stock, par
value $0.001 per share (the Common Stock).

The maximum aggregate principal of 2018 Notes that may be
surrendered under the 2018 Exchange Agreement is $4,576,000. The
2018 Exchange will occur over a period of up to 22 trading days
beginning on November28, 2016 (the 2018 Exchange Period). The
principal amount of 2018 Notes and Common Stock to be exchanged
will be determined on each trading day during the 2018 Exchange
Period based on the volume-weighted average price of the Common
Stock (the VWAP) on such trading day, and will be zero on any
trading day if the VWAP on that day is below an agreed upon floor
price. On each such trading day, the aggregate number of shares
of Common Stock issuable to the 2018 Holder to the 2018 Exchange
Agreement (the 2018 Exchange Stock) will be equal to the sum of
(i)a base number of shares of Common Stock equal to the principal
amount of 2018 Notes for such trading day multiplied by 121.124
shares of Common Stock per $1,000 principal amount of 2018 Notes,
and (ii)an additional number of shares of Common Stock equal to
$403.31 per $1,000 of the principal amount of 2018 Notes for such
trading day, divided by the VWAP on such trading day. The maximum
amount of 2018 Exchange Stock is approximately 3.0million shares.

The issuance of the 2018 Exchange Stock represents the
satisfaction of the Companys obligation to deliver shares of
Common Stock upon conversion of the principal amount of the 2018
Notes surrendered to the indenture relating to the 2018 Notes and
inducement to the 2018 Holder to exchange the principal amount of
the 2018 Notes surrendered in the 2018 Exchange plus all accrued
and unpaid interest on the principal amount of the 2018 Notes
surrendered.

The settlement of the 2018 Exchange is expected to occur on a
rolling basis based on two successive Tranche Periods during the
2018 Exchange Period. Each Tranche Period will consist of eleven
consecutive trading days. On the second scheduled trading day
following the last trading day of each Tranche Period, the Holder
is expected to surrender the aggregate principal amount of the
2018 Notes deliverable for each of the trading days within such
Tranche Period, and the Company is expected to issue the shares
of Common Stock issuable in respect of such 2018 Notes, in each
case subject to customary closing conditions. Upon the surrender
of 2018 Notes to the Company, such 2018 Notes will be cancelled.
The last settlement date is expected to occur on December30,
2016.

The issuance of the Common Stock to the 2018 Exchange Agreement
is being made in reliance on the exemption from registration
contained in Section3(a)(9) of the Securities Act of 1933, as
amended.

2019 Exchange

On November23, 2016, the Company also entered into a note
exchange agreement (the 2019 Exchange Agreement) with a holder
(the 2019 Holder) of the Companys 5.00% Convertible Senior
Subordinated Notes due 2019 (the 2019 Notes) to which the 2019
Holder agreed to exchange (the 2019 Exchange) up to $7,567,000 in
aggregate principal amount of its 2019 Notes with the Company for
shares of Common Stock.

The maximum aggregate principal of 2019 Notes that may be
surrendered under the 2019 Exchange Agreement is $7,567,000. The
2019 Exchange will occur over a period of up to 60 trading days
beginning on January3, 2017 (the 2019 Exchange Period). The
principal amount of 2019 Notes and Common Stock to be exchanged
will be determined on each trading day during the 2019 Exchange
Period based on the VWAP on such trading day, and will be zero on
any trading day if the VWAP on that day is below an

agreed upon floor price. On each such trading day, the aggregate
number of shares of Common Stock issuable to the 2019 Holder to
the 2019 Exchange Agreement (the 2019 Exchange Stock) will be
equal to the sum of (i)a base number of shares of Common Stock
equal to the principal amount of 2019 Notes for such trading day
multiplied by 75.7576 shares of Common Stock per $1,000 principal
amount of 2019 Notes, and (ii)an additional number of shares of
Common Stock equal to $386.36 per $1,000 of the principal amount
of 2019 Notes for such trading day, divided by the VWAP on such
trading day. The maximum amount of 2019 Exchange Stock is
approximately 4.5million shares.

The issuance of the 2019 Exchange Stock represents the
satisfaction of the Companys obligation to deliver shares of
Common Stock upon conversion of the principal amount of the 2019
Notes surrendered to the indenture relating to the 2019 Notes,
the satisfaction of the Companys obligation to deliver the Early
Conversion Payment (as defined in the indenture relating to the
2019 Notes) upon conversion of the principal amount of the 2019
Notes surrendered, and inducement to the 2019 Holder to exchange
the principal amount of the 2019 Notes surrendered in the 2019
Exchange plus all accrued and unpaid interest on the principal
amount of the 2019 Notes surrendered.

The settlement of the 2019 Exchange is expected to occur on a
rolling basis based on six successive Tranche Periods during the
2019 Exchange Period. Each Tranche Period will consist of ten
consecutive trading days. On the second scheduled trading day
following the last trading day of each Tranche Period, the 2019
Holder is expected to surrender the aggregate principal amount of
the 2019 Notes deliverable for each of the trading days within
such Tranche Period, and the Company is expected to issue the
shares of Common Stock issuable in respect of such 2019 Notes, in
each case subject to customary closing conditions. Upon the
surrender of 2019 Notes to the Company, such 2019 Notes will be
cancelled. The last settlement date is expected to occur on
March31, 2017.

The issuance of the Common Stock to the Exchange Agreement is
being made in reliance on the exemption from registration
contained in Section3(a)(9) of the Securities Act of 1933, as
amended.

The Company is also in discussions with a number of potential
investors to raise additional capital. However, no agreements
have been made and such discussions may not lead to a
transaction.

About TERRAVIA HOLDINGS, INC. (NASDAQ:SZYM)

TerraVia Holdings, Inc., formerly Solazyme, Inc., is engaged in creating food, nutrition and specialty ingredients from algae. The Company operates through two segments, which include Algenist, and Ingredients and Other. The Company’s platform uses microalgae to produce triglyceride oils, proteins, fibers, micronutrients and other ingredients. The Ingredients and Other segment includes the sale of its Encapso product and oils. The Company develops and commercializes products for specialty food and nutrition ingredients, animal nutrition ingredients and specialty personal care ingredients. The Company offers Algenist branded skin and personal care products. Its primary products are oils and fats; powdered ingredients, including proteins, lipids, fibers and micronutrients, and other bioproducts. The Company offers AlgaVia Microalgae Food Ingredients and AlgaPur algae oils. The Company offers a range of food oils, including AlgaWise High Stability, AlgaWise Ultra Omega-9 and Thrive.

TERRAVIA HOLDINGS, INC. (NASDAQ:SZYM) Recent Trading Information

TERRAVIA HOLDINGS, INC. (NASDAQ:SZYM) closed its last trading session 00.00 at 2.15 with 278,381 shares trading hands.