Item 1.01 Entry into a Material Definitive Agreement.
Securities Exchange Agreement
As previously reported, on December 10, 2018, Amyris, Inc. (the "Company")
issued and sold $60 million aggregate principal amount of senior convertible
notes (the "December 2018 Notes"), convertible into shares of the Company's
common stock, par value $0.0001 per share ("Common Stock"), to certain private
investors (the "Purchasers") pursuant to a Securities Purchase Agreement, dated
December 6, 2018 (the "Purchase Agreement"), by and among the Company and the
Purchasers. In addition, as previously reported, (i) on May 15, 2019, the
Company entered into an Exchange Agreement (the "First Exchange Agreement") with
one of the Purchasers (the "Exchanging Purchaser"), pursuant to which the
Company and the Exchanging Purchaser exchanged the December 2018 Note held by
the Exchanging Purchaser, in the principal amount of $53.3 million, for a new
senior convertible note with an equal principal amount (the "First Exchange
Note") and a warrant (the "First Exchange Warrant") to purchase 2 million shares
of Common Stock at an exercise price of $5.12 per share, with an exercise term
of two years from issuance (the "First Exchange") and (ii) on July 24, 2019, the
Company entered into a Second Exchange Agreement (together with the First
Exchange Agreement, the "Prior Exchange Agreements") with the Exchanging
Purchaser, pursuant to which the Company and the Exchanging Purchaser exchanged
the First Exchange Note, in the principal amount of $53.3 million, and the First
Exchange Warrant for (i) a new senior convertible note with a principal amount
of $68.3 million (the "Second Exchange Note" and, together with the First
Exchange Note, the "Prior Exchange Notes") and a warrant (together with the
First Exchange Warrant, the "Prior Exchange Warrants") to purchase 2 million
shares of Common Stock at an exercise price of $2.87 per share, with an exercise
term of two years from the issuance of the First Exchange Warrant (together with
the First Exchange, the "Prior Exchanges"). The entry into the Purchase
Agreement, the issuance and sale of the December 2018 Notes and related matters
were reported in Current Reports on Form 8-K filed by the Company with the
Securities and Exchange Commission (the "SEC") on December 7,
2018 and December 11, 2018 and in Note 5, "Debt" and Note 16, "Subsequent
Events" in Part II, Item 8 of Amendment No. 1 on Form 10-K/A to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2018, filed with the SEC on October 4, 2019, and the entry into the Prior
Exchange Agreements, the consummation of the Prior Exchanges and the issuance of
the Prior Exchange Notes and Prior Exchange Warrants and related matters were
reported in Current Reports on Form 8-K filed by the Company with the SEC
on May 16, 2019 and July 25, 2019 and in Note 4, "Debt" and Note 12,
"Subsequent Events" in Part I, Item 1 of the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2019, and all of such disclosure
is incorporated herein by reference.
On November 8, 2019, the Company entered into a Securities Exchange Agreement
(the "Exchange Agreement") with certain private investors (the "Investors"),
pursuant to which, upon the purchase by the Investors of the Second Exchange
Note from its current holder, the Second Exchange Note would be exchanged for
new senior convertible notes with an aggregate principal amount of $66.0 million
(the "New Notes") that are convertible into shares of Common Stock. The Exchange
Agreement includes customary representations, warranties and covenants by the
Company. In addition, the Exchange Agreement prohibits the Company, subject to
certain exceptions, from (i) disposing of any Common Stock or securities
convertible into or exchangeable for shares of Common Stock during the period
commencing on the date of the Exchange Agreement and continuing through the date
that is 90 days after the Closing (as defined below) and (ii) effecting or
entering into an agreement to effect any issuance involving a Variable Rate
Transaction (as defined in the Exchange Agreement) for so long as the New Notes
The closing of the issuance and sale of the New Notes (the "Closing") is
expected to occur on or about November 12, 2019, subject to customary closing
conditions, including the purchase by the Investors of the Second Exchange Note.
The New Notes will be general unsecured obligations of the Company, and will
mature on September 30, 2022 unless earlier converted or redeemed.
The New Notes will be payable in monthly installments beginning February 1, 2020
(each, an "Installment Date"), in either cash or, at the Company's option,
subject to the satisfaction of certain equity conditions (the "Equity
Conditions"), in shares of Common Stock at a discount to the then-current market
price, subject to a price floor (the "Installment Conversion Price"). The
holders will have the right, upon notice to the Company, to defer all or any
portion of any installment amount to a future Installment Date. Each installment
payment will reduce the principal amount under the New Notes by 90% of the
amount of such installment payment.
The New Notes will bear interest at a rate of 5% per annum, payable on each
Installment Date. Interest on the New Notes may be paid in either cash or, at
the Company's option, subject to the satisfaction of the Equity Conditions,
shares of Common Stock at the Installment Conversion Price. Upon the occurrence
and during the continuation of an event of default, interest on the New Notes
will accrue at a rate of 15% per annum.
The Company may at its option redeem the New Notes, in full, at a price equal to
115% of the greater of (A) the principal amount of the New Notes being redeemed
and (B) the intrinsic value of the shares of Common Stock underlying the
principal amount of the New Notes being redeemed. In addition, the Company is
required to (i) redeem the New Notes in an aggregate amount of $10.0 million
following the receipt by the Company of at least $75.0 million of aggregate net
cash proceeds from one or more financing transactions, at a price equal to 110%
of the amount being redeemed and (ii) redeem the New Notes in an aggregate
amount of $10.0 million on December 31, 2019, at a price equal to 110% of the
amount being redeemed, in each case unless such redemption is deferred by the
The New Notes will be convertible from time to time, at the election of
the holders, into shares of Common Stock at an initial conversion price
of $5.00 per share. The conversion price will be subject to adjustment in the
event of any stock split, reverse stock split, recapitalization, reorganization
or similar transaction.
The New Notes contain customary terms and covenants, including (i) a restriction
on the Company's ability to incur additional indebtedness, (ii) covenants
related to minimum revenue, liquidity, financing activity and the conversion or
exchange of existing indebtedness into equity, (iii) certain events of default,
after which the holders may (A) require the Company to redeem all or any portion
of their New Notes in cash at a price equal to 115% of the amount being redeemed
. . .
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 1.01 above is incorporated herein by
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated herein by
The New Notes (including the shares of Common Stock underlying the New Notes)
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.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
4.1 Form of Senior Convertible Note due 2022 (found at Exhibit A, herein)
10.1 Form of Securities Exchange Agreement, dated November 8, 2019, by and
among the Company and the Investors
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 timing of the Closing 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.
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