Current Report Filing (8-k)
January 02 2019 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
____________________
Date of report (Date of earliest event reported):
December 31,
2018
Amyris, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-34885
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55-0856151
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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5885 Hollis Street, Suite 100, Emeryville, CA
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94608
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(Address of principal executive offices)
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(Zip Code)
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(510) 450-0761
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 31, 2018, Amyris, Inc.
(the “
Company
”) entered into an Exchange Agreement (the “
Exchange
Agreement
”) with Wolverine Flagship Fund Trading Limited (the “
Holder
”). Pursuant to
the Exchange Agreement, the Company and the Holder agreed to exchange the Tranche II Senior Convertible Note held by the
Holder (the “
Exchange Note
”), which was originally issued by the Company to the Holder on January
15, 2014 pursuant to the terms of the Securities Purchase Agreement, dated August 8, 2013 (as amended,
the “
SPA
”), by and among the Company and the investors party thereto, and which has a maturity date
of January 15, 2019, for a new senior convertible note (the “
New Note
”) with
substantially identical terms as the Exchange Note, except that (i) the initial aggregate principal amount of the New Note
will be $5,445,562, (ii) the initial conversion price of the New Note will be $4.40 per share of the Company’s common
stock, par value $0.0001 per share (“
Common Stock
”) and (iii) the New Note will have a maturity
date of July 15, 2019 (the “
Exchange
”). The terms of the Exchange Note and the SPA were previously
reported in Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission
(the “
SEC
”) on August 8, 2013, October 17, 2013, December 24, 2013 and January 17, 2014, as well as
in Note 4, “Debt” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2017, filed with the SEC on April 17, 2018 (including related exhibits thereto), and in Note 4,
“Debt” in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2018, filed with the SEC on November 15, 2018, and all of such disclosure is incorporated herein by reference.
The consummation of the Exchange is subject to customary closing conditions, including obtaining certain required
approvals.
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, which is filed
hereto as Exhibit 10.1 and is 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.
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Item 1.02
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Termination of a Material Definitive Agreement.
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The information contained in Item 1.01 above is incorporated herein by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 above is incorporated herein by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information contained in Item 1.01 above is incorporated herein by reference.
The New Note (including the shares of Common Stock underlying the New Note) will be issued
in a private exchange pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibit is filed herewith:
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 closing of the Exchange pursuant to the Exchange Agreement 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMYRIS, INC.
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Date: January 2, 2019
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By:
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/s/ Kathleen Valiasek
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Kathleen Valiasek
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Chief Financial Officer
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