Item 1.01 Entry into a Material Definitive Agreement.
On April 8, 2021, Amyris, Inc. ("Amyris" or the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC and Cowen and Company, LLC, as set forth in Schedule I thereto
(the "Underwriters") and with certain stockholders of the Company named on
Schedule II thereto (the "Selling Stockholders"), pursuant to which the Selling
Stockholders agreed to sell 11,390,797 shares of common stock of the Company,
par value $0.0001 per share (the "Common Stock") and Amyris agreed to issue and
sell 7,656,822, at a public offering price of $15.75 per share (the "Offering").
DSM International B.V. and affiliates of Vivo Capital LLC are the Selling
Stockholders. Under the terms of the Underwriting Agreement, the Selling
Stockholders and Amyris granted the Underwriters a 30-day option to purchase up
to an additional 1,708,619 shares of Common Stock from the Selling Stockholders
and 1,148,523 shares of Common Stock from Amyris. The Underwriters have
exercised this option in full. The Underwriting Agreement contains customary
representations and warranties, conditions to closing, market standoff
provisions, termination provisions and indemnification obligations, including
for liabilities under the Securities Act of 1933, as amended. The Offering will
be made pursuant to Amyris's Registration Statement on Form S-3ASR (File
No. 333-255105) that was filed with the Securities and Exchange Commission
("SEC") and became immediately effective on April 7, 2021, including the
prospectus included therein, the preliminary prospectus supplement relating to
the Offering dated April 7, 2021 and a final prospectus supplement relating to
the Offering, dated April 8, 2021.
Amyris will not receive any proceeds from the sale of Common Stock in the
secondary offering by the Selling Stockholders. Amyris estimates that net
proceeds from the Offering will be approximately $130.7 million (inclusive of
the underwriters' option to purchase additional shares), after deducting
underwriting discounts and commissions and estimated Offering expenses payable
by Amyris. Amyris intends to use the net proceeds from the Offering for general
corporate purposes including working capital and capital expenditures, which may
include acquisitions of complimentary products, technologies, intellectual
property or businesses.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated by reference herein. The foregoing
description of the Underwriting Agreement is qualified in its entirety by
reference to such exhibit.
A copy of the opinion of Fenwick & West LLP, relating to the validity of certain
of the shares in connection with the Offering, is filed with this Current Report
on Form 8-K as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated April 8, 2021, by and among Amyris,
Inc., J.P. Morgan Securities LLC and Cowen and Company, LLC and the
selling stockholders of the Company named therein.
5.1 Opinion of Fenwick & West LLP
23.1 Consent of Fenwick & West LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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 amount of proceeds to be received by the Company and the uses
thereof, 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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