Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On March 31, 2021, Amyris, Inc. (the "Company") entered into, and closed, an
Asset Purchase Agreement (the "Purchase Agreement") and related license and
supply agreements with DSM Nutritional Products Ltd. (the "Buyer"), an affiliate
of DSM International B.V., a subsidiary of Koninklijke DSM N.V. ("DSM"), a
significant stockholder of the Company, pursuant to which the Buyer acquired
exclusive rights to the Company's Flavor and Fragrance ("F&F") product
portfolio, and agreed to use the Company to provide manufacturing of the product
portfolio as well as ongoing research and development services with respect to
ingredients targeted to the F&F market.
The aggregate transaction proceeds consisted of (i) an upfront payment of $150
million at closing and (ii) future earn-out payments of up to an aggregate total
of $235 million, relating to the achievement of commercial milestones in each of
the calendar years 2022 through 2024. The Company and the Buyer also entered
into a 15-year manufacturing agreement whereby the Company will manufacture
certain F&F ingredients for the Buyer to supply to third parties. In addition,
the Company and Firmenich SA modified certain development and manufacturing
agreements to extend their collaboration for an additional 15 years, including
the future development of at least five new molecules.
The Company used a portion of the proceeds at closing to (i) prepay in full the
outstanding principal amount owed to DSM Finance, B.V., an affiliate of DSM
("DSM Finance") under three secured promissory notes of $8 million in the
aggregate, under that certain Credit Agreement, dated as of September 17, 2019,
(ii) make a partial prepayment of $15 million principal amount owed to DSM
Finance under an unsecured promissory note (as amended, the "Note"), under that
certain Credit Agreement, dated as of December 28, 2017, (iii) pay a $2.5
million prepayment fee to DSM Finance pursuant to the terms of the Note, and
(iv) pay $1.85 million in satisfaction of amounts payable by the Company to the
Buyer pursuant to that certain Performance Agreement between the parties, dated
as of November 17, 2017.
Note Amendment
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On March 31, 2021, the Company entered into an Amendment to Note (the
"Amendment") with DSM Finance to extend the final maturity of the remaining $10
million principal balance under the Note from December 31, 2021 to April 15,
2022.
The foregoing summary of certain terms of the Purchase Agreement, the Note and
the Amendment does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of such agreements. The Company intends to
file copies of the Purchase Agreement and the Amendment with its Quarterly
Report on Form 10-Q for the quarter ending March 31, 2021.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2021, the Company was notified of Christoph Goppelsroeder's decision
to resign from the Board of Directors (the "Board"), effective immediately. Mr.
Goppelsroeder had been serving on the Board since November 2017 as one of two
designees of DSM in connection with the right of DSM to designate two directors
pursuant to the Amended and Restated DSM Stockholder Agreement, dated as of
August 7, 2017, by and between DSM and the Company. DSM's designation rights
terminate, with respect to one designee, at such time as DSM beneficially owns
less than 10% of the Company's outstanding common stock and, with respect to
both designees, at such time as DSM beneficially owns less than 4.5% of the
Company's outstanding common stock. As of March 1, 2021, DSM beneficially owned
approximately 9.5% of the Company's outstanding common stock, and as a result,
Mr. Goppelsroeder stepped down from his position on the Board as of April 1,
2021. Mr. Goppelsroeder's resignation is not the result of any disagreement with
the Company on any matter relating to its operations, policies or practices.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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