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 10, 2018
Amyris, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34885 | 55-0856151 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 5885 Hollis Street, Suite 100, Emeryville, CA 94608 |
| (Address of Principal Executive Offices) (Zip Code) |
(510) 450-0761
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
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. [ ]
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 8.01 below is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 8.01 below is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 11, 2018, Amyris, Inc. (the “Company”) issued a press release regarding the matters discussed herein, a copy of which is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
As previously reported, on December 6, 2018, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain private investors (the “Purchasers”) relating to the sale of $60 million aggregate principal amount of senior convertible notes (the “Notes”) that are convertible into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). 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 SEC on December 7, 2018 (the “Prior 8-K”), which is incorporated herein by reference. On December 10, 2018, the Company and the Purchasers closed the issuance and sale of an aggregate of $60 million of Notes pursuant to the Purchase Agreement (the “Offering”), resulting in net proceeds to the Company of approximately $56.2 million after payment of offering expenses and placement agent and advisory fees. In addition, on December 10, 2018, the Company and the Purchasers entered into the Registration Rights Agreement (as defined in the Prior 8-K). The Notes (including the shares of Common Stock underlying the Notes) were issued in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. Oppenheimer & Co. Inc. acted as sole placement agent in connection with the Offering. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits The following exhibit is furnished herewith:Exhibit Number
Description99.1 Press release issued December 11, 2018
SIGNATURE
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.
| Amyris, Inc. | ||
| Date: December 11, 2018 | By: | /s/ Kathleen Valiasek |
| Kathleen Valiasek | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Amyris Closes on Debt Solution
EMERYVILLE, Calif., Dec. 11, 2018 (GLOBE NEWSWIRE) -- Amyris, Inc. (Nasdaq:AMRS) (the “Company”), a leader in the development and production of sustainable ingredients for the Health & Wellness, Clean Beauty and Flavors & Fragrances markets, today announced that it has successfully closed on the previously-announced sale of $60 million of unsecured convertible senior notes (the "Notes"), in a private placement with two “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933).
The Notes will mature in December 2021. The net proceeds from the placement after related expenses were approximately $56.2 million.
“We are very pleased with the support of our investors in addressing and simplifying our debt while we continue to deliver significant product sales growth across our business and pursue a truly exciting opportunity for us to disrupt the sweetener market with a healthier alternative,” said John Melo, Amyris President and CEO.
Oppenheimer & Co. Inc. served as the sole placement agent for the transaction.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Amyris common stock, if any, which may be issued upon conversion of the Notes or otherwise) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The Notes and any shares of common stock issuable upon conversion of the Notes or otherwise have not been registered under the Securities Act of 1933, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
About Amyris
Amyris is the integrated renewable products company that is enabling the world’s leading brands to achieve sustainable growth. Amyris applies its innovative bioscience solutions to convert plant sugars into hydrocarbon molecules and produce specialty ingredients and consumer products. The Company is delivering its No Compromise™ products and services across a number of markets, including specialty and performance chemicals, flavors and fragrances, cosmetics ingredients, pharmaceuticals, and nutraceuticals. More information about the Company is available at www.amyris.com.
Forward-Looking Statements
This release 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 future events, such as Amyris’s debt structure, potential growth in the business and opportunities in the sweetener market. These statements are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties, including risks related to Amyris's liquidity and ability to fund operating and capital expenses, potential delays or failures in development, production and commercialization of products, risks related to Amyris's reliance on third parties, and other risks detailed from time to time in filings Amyris makes with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Amyris disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events, or otherwise.
Amyris, the Amyris logo and No Compromise are trademarks or registered trademarks of Amyris, Inc. in the U.S. and/or other countries. All other trademarks are the property of their respective owners.
Contact:
Peter DeNardo
Director, Investor Relations and Corporate Communications
Amyris, Inc.
+1 (510) 740-7481
investor@amyris.com