UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 7 to
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amyris, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
03236M101
(CUSIP Number)
Choo Soo Shen Christina
Director, Legal & Regulatory
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
With Copies to:
Jonathan Kellner
Shearman & Sterling LLP
Avenida Brigadeiro Faria Lima, 3400 – 17° andar
Jardim Paulistano - 04538-132 São Paulo – SP
Tel. No.: +55 11 3702.2210
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
August 9, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x
The information required on this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1 | NAMES OF REPORTING PERSONS:
Temasek Holdings (Private) Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
Not applicable. | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
74,725,122* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
74,725,122* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,725,122* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
31.12%** | |||||
| 14 | TYPE OF REPORTING PERSON:
HC | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 240,155,602 shares of Common Stock, which is the sum of the (a) 235,022,696 shares of Common Stock outstanding on July 31, 2016, as set forth in the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on August 9, 2016, (b) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, and (c) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| 1 | NAMES OF REPORTING PERSONS:
Fullerton Management Pte Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
Not applicable. | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
74,725,122* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
74,725,122* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,725,122* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
31.12%** | |||||
| 14 | TYPE OF REPORTING PERSON:
HC | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 240,155,602 shares of Common Stock, which is the sum of the (a) 235,022,696 shares of Common Stock outstanding on July 31, 2016, as set forth in the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on August 9, 2016, (b) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, and (c) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| 1 | NAMES OF REPORTING PERSONS:
Cairnhill Investments (Mauritius) Pte Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
Not applicable. | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Mauritius | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
74,725,122* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
74,725,122* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,725,122* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
31.12%** | |||||
| 14 | TYPE OF REPORTING PERSON:
HC | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 240,155,602 shares of Common Stock, which is the sum of the (a) 235,022,696 shares of Common Stock outstanding on July 31, 2016, as set forth in the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on August 9, 2016, (b) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, and (c) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| 1 | NAMES OF REPORTING PERSONS:
Maxwell (Mauritius) Pte Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Mauritius | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
74,725,122* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
74,725,122* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,725,122* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
31.12%** | |||||
| 14 | TYPE OF REPORTING PERSON:
CO | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 240,155,602 shares of Common Stock, which is the sum of the (a) 235,022,696 shares of Common Stock outstanding on July 31, 2016, as set forth in the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on August 9, 2016, (b) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, and (c) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant. |
Note to Schedule 13D
This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D amends and supplements the Schedule 13D filed on November 25, 2014 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed on December 19, 2014 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed on May 26, 2015 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed on July 28, 2015 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed on July 30, 2015 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D, filed on September 23, 2015 (“Amendment No. 5”) and Amendment No. 6 to the Original Schedule 13D, filed on October 19, 2015 (“Amendment No. 6”, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 7, the “Statement”), and is being filed by Temasek Holdings (Private) Limited (“Temasek”), Fullerton Management Pte Ltd (“FMPL”), Cairnhill Investments (Mauritius) Pte Ltd (“Cairnhill”) and Maxwell (Mauritius) Pte Ltd (“Maxwell”) (Temasek, FMPL, Cairnhill and Maxwell are collectively referred to hereinafter as the “Reporting Persons”) in respect of the common stock, par value of $0.0001 per share (“Common Stock”), of Amyris, Inc. (the “Issuer”), a Delaware corporation with its principal executive offices located at 5885 Hollis Street, Suite 100, Emeryville, CA 94608.
This Amendment No. 7 is being filed by the Reporting Persons to report a decrease in the percentage of Common Stock beneficially owned by the Reporting Persons resulting from an increase in the number of shares of Common Stock outstanding based on information contained in the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on August 9, 2016.
Capitalized terms used but not defined herein have the meanings given to them in the Statement.
Item 4. Purpose of the Transaction.
Item 4 of the Statement is hereby amended and restated in its entirety as follows:
The Reporting Persons purchased the Common Stock for investment purposes.
On February 23, 2012, the Issuer, Maxwell and certain other investors entered into a Letter Agreement (the “Letter Agreement”) pursuant to which, among other things, (i) Maxwell and certain other investors each have the right to designate a director to serve on the Issuer’s board of directors (the “Director Appointment Right”) and (ii) prior to an acquisition of the Issuer or the sale or exclusive license to a third party of substantially all the assets of the Issuer, Maxwell and certain of the other investors have certain rights to invest in existing and future joint ventures established by the Issuer and a right of first investment in certain future transactions involving the sale of the Issuer’s securities or other capital raising efforts by the Issuer (the “Investment Rights”). Maxwell’s Director Appointment Right and Investment Rights expire if Maxwell holds less than 2,595,155 shares of Common Stock (subject to proportionate adjustment in the event of stock splits, combinations, dividends, recapitalizations and the like occurring after February 23, 2012). On May 10, 2016, the Issuer and Maxwell entered into a Consent and Waiver Agreement (the “Consent and Waiver Agreement”) pursuant to which, among other things, Maxwell waived until the Termination Date (as defined in the Consent and Waiver Agreement) its right of first investment in certain future transactions involving the sale of the Issuer’s securities or other capital raising efforts by the Issuer.
On June 4, 2012, Dr. Nam-Hai Chua, who had been designated by Maxwell to serve on the Issuer’s board of directors pursuant to Maxwell’s Director Appointment Right, was appointed by the Issuer’s board of directors to the Issuer’s board of directors. On June 7, 2015, Dr. Chua resigned from the Issuer’s board of directors and Maxwell designated Abraham (Bram) Klaeijsen to serve on the Issuer’s board of directors pursuant to Maxwell’s Director Appointment Right.
The summary of the Letter Agreement, the Director Appointment Right, the Investment Rights and the Consent and Waiver Agreement described in this Item 4 is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Letter Agreement and the Consent and Waiver Agreement set forth in Exhibit 2 and Exhibit 23, respectively, and incorporated in this Item 4 by reference.
The summary of the Exchange Agreement set forth in Item 3 is incorporated here by reference. Such summary is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Exchange Agreement, which is set forth in Exhibit 16 and is incorporated in this Item 4 by reference.
The Reporting Persons review their investments on a continuing basis. Depending on overall market conditions, performance and prospects of the Issuer, subsequent developments affecting the Issuer, other investment opportunities available to the Reporting Persons, the market prices of the shares of Common Stock and other investment considerations, the Reporting Persons may hold, vote, acquire or dispose of or otherwise deal with securities of the Issuer, or suggest or take a position with respect to the management, operations or capital structure of the Issuer, including by taking, proposing or supporting one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Also, consistent with the investment purpose, the Reporting Persons may engage in communications with the Issuer’s management, stockholders and third parties regarding the corporate governance, financial condition, business operations, strategy or future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same.
Any of the foregoing actions may be effected at any time or from time to time subject to applicable laws. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals of the type referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) As of August 16, 2016, Maxwell is the direct beneficial owner of 69,592,216 shares of Common Stock. Maxwell is deemed under Rule 13d-3(d)(1) to have beneficial ownership of the 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and the 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant.
As of August 16, 2016, Maxwell is the direct beneficial owner and deemed beneficial owner of 74,725,122 shares of Common Stock.
The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the respective shares of Common Stock beneficially owned and deemed to be beneficially owned by the Reporting Persons as of August 16, 2016 (as set forth in the prior paragraph) by (ii) 240,155,602 shares of Common Stock, which is the sum of the (a) 235,022,696 shares of Common Stock outstanding on July 31, 2016, (b) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, and (c) 2,462,536 shares of Common Stock issuable upon exercise of the Funding Warrant.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(b) Cairnhill, through its ownership of Maxwell, may be deemed to share voting and dispositive power over the 74,725,122 shares of Common Stock beneficially owned or deemed to be beneficially owned by Maxwell.
FMPL, through its ownership of Cairnhill, may be deemed to share voting and dispositive power over the 74,725,122 shares of Common Stock beneficially owned or deemed to be beneficially owned by Cairnhill and Maxwell.
Temasek, through its ownership of FMPL, may be deemed to share voting and dispositive power over the 74,725,122 shares of Common Stock beneficially owned or deemed to be beneficially owned by FMPL, Cairnhill and Maxwell.
(c) On December 11, 2015, Maxwell exercised the Funding Warrant and acquired 12,700,244 shares of Common Stock for $0.01 per share. As previously disclosed in Amendment No. 6, as of October 14, 2015, Maxwell was deemed to be the direct beneficial owner of the 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Statement is hereby amended to replace the first paragraph with the following:
The summary of the Letter Agreement, the Director Appointment Right, the Investment Rights and the Consent and Waiver Agreement set forth in Item 4 is incorporated here by reference. Such summary is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Letter Agreement and the Consent and Waiver Agreement set forth in Exhibit 2 and Exhibit 23, respectively, and incorporated in this Item 6 by reference.
Item 7. Materials to be Filed as Exhibits.
| Exhibit No. |
Description | |
| 1 | Information regarding the Instruction C persons. | |
| 2 | Letter Agreement, dated February 23, 2013, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(1) | |
| 3 | Securities Purchase Agreement, made and entered into as of August 8, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(2) | |
| 4 | Amendment No. 1 to Securities Purchase Agreement, dated October 16, 2013 by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(3) | |
| 5 | Amendment No. 2 to Securities Purchase Agreement, dated December 24, 2013 by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(4) | |
| 6 | Warrant to Purchase Stock, dated October 16, 2013, issued to Maxwell (Mauritius) Pte Ltd.(5) | |
| 7 | Amended and Restated Investors Rights Agreement, dated June 21, 2010, by and among Amyris Biotechnologies, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(6) | |
| 8 | Amendment No. 1 to Amended and Restated Investors’ Rights Agreement, dated February 23, 2012, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(7) | |
| 9 | Amendment No. 2 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2012, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(8) | |
| 10 | Amendment No. 3 to Amended and Restated Investors’ Rights Agreement, dated March 27, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(9) | |
| 11 | Amendment No. 4 to Amended and Restated Investors’ Rights Agreement, dated October 16, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(10) | |
| 12 | Amendment No. 5 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(11) | |
| 13 | Voting Agreement, dated August 8, 2013, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(12) | |
| 14 | Amended and Restated Letter Agreement, dated May 8, 2014, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(13) | |
| 15 | Joint Filing Agreement.(14) | |
| 16 | Exchange Agreement, dated July 26, 2015, by and between Amyris Inc., Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA. (15) | |
| 17 | Warrant to Purchase Stock, dated July 29, 2015, issued to Maxwell (Mauritius) Pte Ltd. (16) | |
| 18 | Warrant to Purchase Stock, dated July 29, 2015, issued to Maxwell (Mauritius) Pte Ltd. (17) | |
| 19 | Warrant to Purchase Stock, dated July 29, 2015, issued to Maxwell (Mauritius) Pte Ltd. (18) | |
| 20 | Maturity Treatment Agreement, dated July 29, 2015 by and between Amyris Inc. and Maxwell (Mauritius) Pte Ltd. (19) | |
| 21 | Voting Agreement, dated July 29, 2015 by and between Amyris, Inc. and Maxwell (Mauritius) Pte Ltd. (20) | |
| 22 | Amendment No. 6 to Amended and Restated Investors’ Rights Agreement, dated July 29, 2015, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors. (21) | |
| 23 | Consent and Waiver Agreement, dated as of May 10, 2016, by and between Amyris, Inc. and Maxwell (Mauritius) Pte Ltd. | |
| (1) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended March 31, 2012 filed with the Securities and Exchange Commission on May 9, 2012. |
| (2) | Incorporated by reference to Exhibit 4.01 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 5, 2013. |
| (3) | Incorporated by reference to Exhibit 4.24 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (4) | Incorporated by reference to Exhibit 4.25 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (5) | Incorporated by reference to Exhibit 4.09 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (6) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form S-1 (No. 333-166135) filed with the Securities and Exchange Commission on June 23, 2010. |
| (7) | Incorporated by reference to Exhibit 4.06 to the Issuer’s Form S-3 (No. 333-180005) filed with the Securities and Exchange Commission on March 9, 2012. |
| (8) | Incorporated by reference to Exhibit 4.04 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 28, 2013. |
| (9) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended March 31, 2013 filed with the Securities and Exchange Commission on June 9, 2013. |
| (10) | Incorporated by reference to Exhibit 4.06 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (11) | Incorporated by reference to Exhibit 4.07 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (12) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 5, 2013. |
| (13) | Incorporated by reference to Exhibit 4.01 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2014 filed with the Securities and Exchange Commission on August 8, 2014. |
| (14) | Incorporated by reference to Exhibit 15 to the Schedule 13D (No. 005-85969) filed by Maxwell on November 25, 2014. |
| (15) | Incorporated by reference to Exhibit 16 to the Amendment No. 3 to Schedule 13D (No. 005-85969) filed by Maxwell on July 28, 2015. |
| (16) | Incorporated by reference to Exhibit 17 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (17) | Incorporated by reference to Exhibit 18 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (18) | Incorporated by reference to Exhibit 19 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (19) | Incorporated by reference to Exhibit 20 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (20) | Incorporated by reference to Exhibit 21 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (21) | Incorporated by reference to Exhibit 22 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| September 1, 2016 | TEMASEK HOLDINGS (PRIVATE) LIMITED | |||
| By: | /s/ Christina Choo | |||
| Name: Christina Choo | ||||
| Title: Authorized Signatory | ||||
| FULLERTON MANAGEMENT PTE LTD | ||||
| By: | /s/ Cheong Kok Tim | |||
| Name: Cheong Kok Tim | ||||
| Title: Director | ||||
| CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD | ||||
| By: | /s/ Ashraf Ramtoola | |||
| Name: Ashraf Ramtoola | ||||
| Title: Director | ||||
| MAXWELL (MAURITIUS) PTE LTD | ||||
| By: | /s/ Ashraf Ramtoola | |||
| Name: Ashraf Ramtoola | ||||
| Title: Director | ||||
Exhibit 1
INFORMATION REGARDING THE INSTRUCTION C PERSONS
The following sets forth the name, position, address, principal occupation, and citizenship of each director and executive officer of the applicable Reporting Persons (such executive officers and directors, the “Instruction C Persons”). To the best of the Reporting Persons’ knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any shares of Common Stock.
TEMASEK HOLDINGS (PRIVATE) LIMITED
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Lim Boon Heng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman, Temasek Holdings (Private) Limited | Singaporean | ||
| Cheng Wai Keung 3 Killiney Road #10-01 Winsland House 1 Singapore 239519
(Deputy Chairman and Director, Temasek Holdings (Private) Limited) |
Chairman and Managing Director, Wing Tai Holdings Limited |
Singaporean | ||
| Kua Hong Pak 205 Braddell Road East Wing 7th Floor Singapore 579701
(Director, Temasek Holdings (Private) Limited) |
Managing Director & Group CEO, ComfortDelGro Corporation Limited |
Singaporean | ||
| Goh Yew Lin 50 Raffles Place #33-00 Singapore Land Tower Singapore 048623
(Director, Temasek Holdings (Private) Limited) |
Managing Director, G.K. Goh Holdings Limited |
Singaporean | ||
| Teo Ming Kian 250 North Bridge Road #05-01 Raffles City Tower Singapore 179101
(Director, Temasek Holdings (Private) Limited) |
Chairman, Vertex Venture Holdings Ltd. |
Singaporean | ||
| Marcus Wallenberg SE-106 40 Stockholm, Sweden
(Director, Temasek Holdings (Private) Limited) |
Chairman, Skandinaviska Enskilda Banken, Saab AB and FAM AB |
Swedish | ||
| Lien Jown Leam Michael One Raffles Place (formerly known as OUB Centre) #51-00 Singapore 048616
(Director, Temasek Holdings (Private) Limited) |
Executive Chairman, Wah Hin and Company Private Limited |
Singaporean | ||
| Wong Yuen Kuai Lucien One Marina Boulevard #28-00 Singapore 018989
(Director, Temasek Holdings (Private) Limited) |
Chairman and Senior Partner, Allen & Gledhill LLP |
Singaporean | ||
| Robert Bruce Zoellick c/o 101 Constitution Avenue, NW Suite 1000 East Washington, DC 20001
(Director, Temasek Holdings (Private) Limited) |
Chairman, Goldman Sachs International Advisors |
American | ||
| Chin Yoke Choong Bobby c/o 1 Joo Koon Circle #13-01 FairPrice Hub Singapore 629117
(Director, Temasek Holdings (Private) Limited) |
Deputy Chairman, NTUC Enterprise Cooperative Limited |
Singaporean | ||
| Ng Chee Siong Robert 11th - 12th Floors, Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong
(Director, Temasek Holdings (Private) Limited) |
Chairman, Sino Land Company Ltd. |
Singaporean / Hong Kong Permanent Resident | ||
| Peter Robert Voser Affolternstrasse 44, 8050 Zurich Switzerland
(Director, Temasek Holdings (Private) Limited) |
Chairman, ABB Ltd |
Swiss | ||
| Lee Theng Kiat 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Director, Temasek Holdings (Private) Limited) |
Executive Director & CEO, Temasek International Pte. Ltd. |
Singaporean | ||
| Ho Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Executive Director & CEO, Temasek Holdings (Private) Limited) |
Executive Director & CEO, Temasek Holdings (Private) Limited | Singaporean | ||
| Chia Song Hwee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Joint Head, Investment Group, Joint Head, Portfolio Management Group, Joint Head, Singapore, Temasek International Pte. Ltd.) |
President, Joint Head, Investment Group, Joint Head, Portfolio Management Group, Joint Head, Singapore, Temasek International Pte. Ltd. |
Singaporean | ||
| Gregory L. Curl 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Temasek International Pte. Ltd.) |
President, Temasek International Pte. Ltd. |
American | ||
| Dilhan Pillay Sandrasegara 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Joint Head, Enterprise Development Group, Joint Head, Investment Group, Joint Head, Singapore, Head, Americas, Temasek International Pte. Ltd.) |
President, Joint Head, Enterprise Development Group, Joint Head, Investment Group, Joint Head, Singapore, Head, Americas, Temasek International Pte. Ltd. |
Singaporean | ||
| Syed Fidah Bin Ismail Alsagoff 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(Head, Life Sciences, Temasek International Pte. Ltd.) |
Head, Life Sciences, Temasek International Pte. Ltd. |
Singaporean | ||
| MichaeI John Buchanan 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(Head, Strategy, Senior Managing Director, Portfolio Strategy & Risk Group, Temasek International Pte. Ltd.) |
Head, Strategy, Senior Managing Director, Portfolio Strategy & Risk Group, Temasek International Pte. Ltd. |
Australian | ||
| Chan Wai Ching 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(Joint-Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd.) |
Joint-Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd. |
Singaporean | ||
| Cheo Hock Kuan 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(Head, Sustainability & Stewardship Group, Temasek International Pte. Ltd.) |
Head, Sustainability & Stewardship Group, Temasek International Pte. Ltd. |
Singaporean | ||
| Luigi Feola 23 King Street London SW1Y6QY United Kingdom
(Senior Managing Director, Europe, Joint Head, Consumer, Temasek International (Europe) Limited) |
Senior Managing Director, Europe, Joint Head, Consumer, Temasek International (Europe) Limited |
Italian | ||
| Heng Chen Seng David 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Consumer Head, Real Estate, Joint Head, China, Head, Japan & Korea Temasek International Pte. Ltd.) |
Joint Head, Consumer Head, Real Estate, Joint Head, China, Head, Japan & Korea Temasek International Pte. Ltd. |
Singaporean | ||
| Leong Wai Leng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited) |
Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited |
Singaporean | ||
| Nagi Adel Hamiyeh 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Enterprise Development Group, Joint Head, Industrials, Head, Africa & Middle East, Temasek International Pte. Ltd.) |
Joint Head, Enterprise Development Group, Joint Head, Industrials, Head, Africa & Middle East, Temasek International Pte. Ltd. |
Singaporean | ||
| Neil Garry McGregor 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Energy & Resources, Head, Australia & New Zealand, Senior Managing Director, Enterprise Development Group, Temasek International Pte. Ltd.) |
Head, Energy & Resources, Head, Australia & New Zealand, Senior Managing Director, Enterprise Development Group, Temasek International Pte. Ltd. |
New Zealander | ||
| Pek Siok Lan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(General Counsel, Temasek International Pte. Ltd) |
General Counsel, Temasek International Pte. Ltd. |
Singaporean | ||
| Png Chin Yee 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(Head, Financial Services, Senior Managing Director, China, Temasek International Pte. Ltd.) |
Head, Financial Services, Senior Managing Director, China, Temasek International Pte. Ltd. |
Singaporean | ||
| Ravi Mahinder Lambah 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Telecom, Media & Technology, Joint Head, India, Temasek International Pte. Ltd.) |
Head, Telecom, Media & Technology, Joint Head, India, Temasek International Pte. Ltd. |
Maltese | ||
| Rohit Sipahimalani 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Strategy & Risk Group, Joint Head, India, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Strategy & Risk Group, Joint Head, India, Temasek International Pte. Ltd. |
Singaporean | ||
| Tan Chong Lee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Management Group, Head, Europe, Head, South East Asia, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Management Group, Head, Europe, Head, South East Asia, Temasek International Pte. Ltd. |
Singaporean | ||
| Teo Juet Sim Juliet 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
(Head, Transportation & Logistics, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd.) |
Head, Transportation & Logistics, Senior Managing Director, Portfolio Management, Temasek International Pte. Ltd. |
Singaporean | ||
| Wu Yibing 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Joint Head, Portfolio Strategy & Risk Group Joint Head, China, Temasek International Pte. Ltd.) |
Joint Head, Portfolio Strategy & Risk Group Joint Head, China, Temasek International Pte. Ltd. |
American | ||
| Benoit Louis Marie Francois Valentin 23 King Street London SW1Y 6QY United Kingdom
(Senior Managing Director, Europe, Joint Head, Industrials, Temasek International (Europe) Limited |
Senior Managing Director, Europe, Joint Head, Industrials, Temasek International (Europe) Limited |
French | ||
FULLERTON MANAGEMENT PTE LTD
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Leong Wai Leng c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Chief Financial Officer, Joint Head, Corporate Development Group, Temasek Holdings (Private) Limited |
Singaporean | ||
| Cheong Kok Tim c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Managing Director, Legal & Regulatory, Temasek International Pte. Ltd. |
Singaporean | ||
CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Senior Manager, CIM Corporate Services Ltd |
Mauritian | ||
| Rooksana Bibi Shahabally Coowar c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Head of Client Management, CIM Corporate Services Ltd |
Mauritian | ||
| Poy Weng Chuen c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director, Finance, Temasek International Pte. Ltd. |
Singaporean | ||
| Lay Chee Seng, William c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director – Finance, Temasek International Pte. Ltd. |
Singaporean |
MAXWELL (MAURITIUS) PTE LTD
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Senior Manager, CIM Corporate Services Ltd |
Mauritian | ||
| Rooksana Bibi Shahabally Coowar c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Head of Client Management, CIM Corporate Services Ltd |
Mauritian | ||
| Poy Weng Chuen c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director – Finance, Temasek International Pte. Ltd. |
Singaporean | ||
| Lay Chee Seng, William c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director – Finance, Temasek International Pte. Ltd. |
Singaporean | ||
Exhibit 23
CONSENT AND WAIVER AGREEMENT
This Consent and Waiver Agreement (this “Agreement”) is entered into effective as of May 10, 2016 by and between Amyris, Inc., a Delaware corporation (the “Company”), and Maxwell (Mauritius) Pte Ltd (the “Investor”).
RECITALS
A. The Company, the Investor and certain other investors in the Company are party to that certain Letter Agreement, dated February 23, 2012 (the “Letter Agreement”), and pursuant to Section 5 of the Letter Agreement, the Investor has a right of first investment with respect to certain issuances by the Company of capital stock or securities convertible into capital stock as set forth therein (the “Letter Agreement Right of First Investment”).
B. The Company, the Investor and certain other investors in the Company are party to that certain Securities Purchase Agreement, dated as of August 8, 2013 and amended as of October 16, 2013, December 24, 2013 and February 12, 2016 (as amended, the “Note Purchase Agreement”), and pursuant to Section 7.7 of the Note Purchase Agreement, the Investor has a right of first investment with respect to certain issuances by the Company of capital stock or securities convertible into capital stock as set forth therein (the “Note Purchase Agreement Right of First Investment” and together with the Letter Agreement Right of First Investment, the “Rights of First Investment”).
C. The Company, the Investor and a certain other investor in the Company are party to that certain Exchange Agreement, dated as of July 26, 2015 (the “Exchange Agreement”), and pursuant to Section 7.13 of the Exchange Agreement, the investors party to the Exchange Agreement have consent rights with respect to certain incurrences of indebtedness by the Company as set forth therein (the “Exchange Agreement Debt Covenant”).
D. The Company, the Investor and a certain other investor in the Company are party to that certain Maturity Treatment Agreement, dated as of July 26, 2015 (the “Maturity Treatment Agreement”), and pursuant to Section 2 of the Maturity Treatment Agreement, for so long as an investor party thereto holds at least $5,000,000 of Maturity Conversion Notes (as defined in the Maturity Treatment Agreement), the Company is prohibited from incurring any material “Debt” without the prior written consent of the investors party thereto, including the Investor, as set forth therein (the “Maturity Treatment Agreement Debt Covenant” and together with the Exchange Agreement Debt Covenant, the “Debt Covenants”).
E. The Investor desires to temporarily (i) waive any rights that it may have pursuant to the Rights of First Investment with respect to any future issuances of capital stock or securities convertible into capital stock of the Company in capital raising transactions (collectively, “Future Capital Raising Transactions”), and (ii) waive any consent rights that it may have pursuant to the Debt Covenants with respect to any future incurrences of indebtedness by the Company (collectively, “Future Debt Incurrences”).
AGREEMENT
Until the Termination Date (as defined below), the Investor hereby waives its Rights of First Investment and any related notice rights with respect to any Future Capital Raising Transactions by the Company on or subsequent to the date hereof.
Until the Termination Date, the Investor hereby waives its rights to consent to any Future Debt Incurrences by the Company that would otherwise be subject to the approval rights of the Investor pursuant to the Debt Covenants and the Investor hereby waives any notice rights pursuant to the Debt Covenants in connection with any such Future Debt Incurrences.
This Agreement shall continue in full force and effect until such time as the Investor has delivered written notice to the Company of its election to terminate this Agreement (the date upon which any such notice is delivered by the Investor being referred to herein as the “Termination Date”). Any such written notice to the Company shall be delivered or made (and shall be deemed to have been duly delivered or made upon receipt) by delivery in person, by an internationally recognized courier service, by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the Company at the following address:
Amyris, Inc.
5885 Hollis Street
Suite 100
Emeryville, CA 94608
Facsimile: 510-225-2645
This Agreement may be executed in counterparts, each of which will constitute an original and all of which together will constitute one agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.
COMPANY:
AMYRIS, INC.
| By: | /s/ John G. Melo | |
| Name: | John G. Melo | |
| Title: | President and Chief Executive Officer |
[Signature Page to Consent and Waiver Agreement]
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first above written.
INVESTOR:
| MAXWELL (MAURITIUS) PTE LTD | ||
| By: | /s/ Rohit Sipahimalani | |
| Name: | Rohit Sipahimalani | |
| Title: | Authorized Signatory | |
[Signature Page to Consent and Waiver Agreement]