Current Report Filing (8-k)
March 08 2017 - 4:12PM
Edgar (US Regulatory)
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
March 3, 2017
Date
of report (Date of earliest event reported)
TERRAVIA
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35189
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33-1077078
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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225 Gateway Boulevard
South San Francisco, CA 94080
(Address of Principal Executive Offices)
94080
(Zip Code)
(650) 780-4777
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
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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))
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Item 2.02
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Results of Operations and Financial Condition.
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On March 8, 2017, TerraVia
Holdings, Inc. (the Company) issued a press release announcing the Companys financial results for the year ended December 31, 2016 and certain corporate highlights. A copy of this press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02(d)
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 8, 2017, the Board of Directors appointed Irene Chang Britt as Chairperson of the Board of Directors, following the decision by
Jonathan Wolfson to limit his role at the Company to that of a non-employee director. On March 3, 2017 (the Resignation Date) Jonathan Wolfson resigned as an employee of the Company but is continuing as a director of the Company.
Concurrent with his resignation, Mr. Wolfson agreed to terminate his employee compensation as of January 13, 2017 and to cancel for no value, as of January 13, 2017 (i) all of his then unvested Company stock options and
(ii) all of his then unvested Company restricted stock units. His vested Company stock options remain outstanding due to his continuing status as a director of the Company. Effective on the Resignation Date, the Company paid Mr. Wolfson
his accrued but unused vacation and agreed to pay him a bonus payment in the amount of $200,000 in respect of his service to the Company for 2016. From and after the Resignation Date Mr. Wolfson will be paid compensation as a non-employee
director. The Company has also agreed to pay for Mr. Wolfsons COBRA premiums for calendar year 2017. The foregoing description is only a summary of certain terms and conditions surrounding Mr. Wolfsons resignation and is
qualified in its entirety by reference to his resignation letter, a copy of which will be filed as an exhibit to the Companys quarterly report on Form 10-Q for the quarter ended March 31, 2017.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibit is furnished herewith:
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Exhibit
No.
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Description
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99.1
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Press release, dated March 8, 2017, entitled TerraVia Reports Fourth Quarter and Full Year 2016 Results.
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The information contained in Items 2.02 and 9.01 and in the accompanying exhibit shall not be incorporated by
reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in Items
2.02 and 9.01 of this report, including the exhibit hereto, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
SIGNATURE
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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TERRAVIA HOLDINGS, INC.
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(Registrant)
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Date: March 8, 2017
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By:
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/s/ TYLER W. PAINTER
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Tyler W. Painter
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Chief Operating Officer and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release, dated March 8, 2017, entitled TerraVia Reports Fourth Quarter and Full Year 2016 Results.
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