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): November 9, 2014
KiOR, INC.
(Exact name
of registrant as specified in its charter)
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Delaware |
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001-35213 |
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51-0652233 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
13001 Bay Park Road, Pasadena, Texas 77507
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (281) 694-8700
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.03 Bankruptcy or Receivership.
On November 9, 2014, KiOR, Inc. (KiOR) filed a voluntary petition for relief (the Bankruptcy Filing) under Chapter 11 of Title 11
of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) Case No. 14-12514 (the Chapter 11 Case). All documents filed with the
Bankruptcy Court are available for inspection at the Office of the Clerk of the Bankruptcy Court or by visiting http://dm.epiq11.com/KiOR. KiOR will continue to operate its businesses as debtors-in-possession under the jurisdiction of
the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. KiOR Columbus LLC (KiOR Columbus), KiORs wholly-owned subsidiary, is not a party to the Chapter 11
Case.
KiOR currently intends to seek approval from the Bankruptcy Court for an auction and sale of its assets under Section 363 of the Bankruptcy
Code.
A copy of the press release KiOR issued to announce the Chapter 11 Case is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
KiORs Bankruptcy Filing described in Item 1.03 above constitutes an event of default that accelerates KiORs obligations under the Protective
Advance Loan and Security Agreement, dated July 17, 2014, as amended on November 6, 2014, among KiOR, KiOR Columbus and KFT Trust, Vinod Khosla, Trustee. As of November 9, 2014, an aggregate amount of approximately $14.8 million is
immediately due and payable. As a result of the default, the loan accrues an additional two percent (2%) per annum default interest rate.
KiOR
believes that the ability of the above-listed creditors to seek remedies to enforce their rights against KiOR under these and other agreements are stayed as a result of the Bankruptcy Filing and creditor rights of enforcement against KiOR are
subject to the applicable provisions of the Bankruptcy Code.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
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Description |
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99.1 |
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Press Release, dated November 9, 2014 |
SIGNATURES
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.
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KiOR, INC. |
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Date: November 10, 2014 |
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By |
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/s/ Christopher A. Artzer |
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Christopher A. Artzer |
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President, Interim Chief Financial Officer, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit
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Description |
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99.1 |
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Press Release, dated November 9, 2014 |
Exhibit 99.1
KiOR Receives Bid for Assets; Refocus on Research and Development
Additional Funding Provided by an Affiliate of Existing Lenders
Company Files Chapter 11 to Facilitate Sale and Reorganization
Columbus, Mississippi Facility Not Included in Filing
Pasadena, TexasNovember 9, 2014KiOR, Inc. (OTC: KIOR) (KiOR or the Company) announced today that as part of
its refocus on research and development, it has accepted a bid for substantially all of its assets from certain affiliates of Vinod Khosla that have been providing and will continue to provide senior secured financing to the Company. The Company has
also filed for relief under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (the Court). Under the Bankruptcy Code, the bid is subject to higher and better offers and Court approval. The Companys non-
operational production facility in Columbus, Mississippi, which is owned by a wholly- owned subsidiary of KiOR, is not included in the filing.
During
this proceeding, the Company has entered into an agreement for debtor-in- possession (DIP) financing with an affiliate of Mr. Khosla, which will provide up to $15 million of additional financing for the Company to fund
operations while in Chapter 11 and facilitate the sale and restructuring process.
As is customary, the Company has filed various first day
motions with the Court seeking authority to continue its current business operations without interruption. The requests include authority to pay salaries and provide benefits to employees, authority to pay ongoing, undisputed obligations to vendors
and suppliers that provide goods and services during the bankruptcy case, and approval of the DIP financing.
KiOR anticipates moving through this
proceeding as quickly as possible with a potential auction requested in December 2014, and the sale consummated as soon as possible thereafter. The bid and DIP financing are subject to normal closing conditions for transactions of this kind.
Common stock investors should note that effective November 6, 2014, the Company has been delisted from trading on the NASDAQ stock exchange and that
other creditors have priority over shareholders under the provisions of the U.S. Bankruptcy Code. The Company does not anticipate any recovery for existing KiOR common shareholders as part of these proceedings.
Additional information regarding KiORs Chapter 11 proceedings can be found at http://dm.epiq11.com/KiOR.
The Companys legal advisors are King & Spalding and Richards Layton & Finger with Guggenheim Securities LLC serving as investment
banker and Alvarez & Marsal as financial advisors.
About KiOR
KiOR, an architect of cellulosic gasoline and diesel transportation fuel, has developed a unique, proprietary technology platform to convert abundant and
sustainable non-food biomass into fuels for use in vehicles on the road today. KiORs cellulosic fuels, which reduce lifecycle greenhouse gas emissions, are easily transported via existing distribution networks.
KiORs shares are traded on the OTC Pink marketplace under the symbol KIOR.
Forward-Looking Statements This release contains forward looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future results and events. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward looking
statements. Without limiting the foregoing, the words believes, anticipates, plans, expects, intends, appears, estimates, projects, would,
could, should, targets, and similar expressions are also intended to identify forward looking statements. The forward looking statements in this press release, including those related to our intentions with
respect to selling our assets and reorganizing our business; our intention to refocus on research and development activities; the amount and intended use of any DIP financing we may receive; our belief about our ability to move through the
bankruptcy proceedings as quickly as possible; and our views with respect to any recovery by existing shareholders as a part of the bankruptcy proceeding, involve a number of important risks and uncertainties, which could cause our actual future
results to differ significantly from the results discussed in the forward looking statements contained in this press release. Such factors include the impact of and risks related to our filing under Chapter 11 of the U.S. Bankruptcy Code, including
risks related to obtaining approval and confirmation of our asset sale or plan of reorganization and the impact of any delay or inability in obtaining such confirmation; our ability to consummate such sale of our assets or a reorganization, once
approved by the Court and the timing to consummate such transaction; the size and timing of any DIP financing we obtain and the terms of such financing; risks related to the ongoing transition of our business; the risk of management or key employees
departing the company; the impact of uncertainty regarding our ability to continue as a going concern on our liquidity and prospects; risks related to our ability to secure working capital; and other risks and uncertainties discussed more fully in
the section entitled Risk Factors in the Companys Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (SEC) on March 17, 2014, in the Companys Quarterly Reports on Form 10-Q
filed with the SEC on May 12, 2014 and August 11, 2014 and in the Companys subsequent filings with the SEC. The Risk Factors discussion in the filings listed above is incorporated by reference in this press release. We
specifically disclaim any obligation to update these forward looking statements in the future. These forward-looking statements should not be relied upon as representing our estimates or views as of any date subsequent to the date of this press
release.
FOR ADDITIONAL INFORMATION CONTACT
For KiOR:
Jennifer E. Mercer
Epiq Strategic Communications
310-712-6215
jmercer@epiqsystems.com