Item 1.03 Bankruptcy or Receivership.

On August 2, 2017 (the “Petition Date”), TerraVia Holdings, Inc. (“TerraVia” or the “Company”) and certain of its subsidiaries (collectively with TerraVia, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) 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 “Court”). The Debtors have filed a motion with the Court seeking to administer all of the Chapter 11 Cases jointly under the caption In re TerraVia Holdings, Inc., et al. (Case No. 17-11655). No trustee has been appointed, and the Debtors will continue to operate their businesses as “debtors in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The Debtors expect to continue their operations without interruption during the pendency of the Chapter 11 Cases. To maintain and continue uninterrupted ordinary course operations during the Chapter 11 Cases, the Debtors have filed a variety of “first day” motions seeking approval from the Court for various forms of customary relief.

The subsidiary Debtors in the Chapter 11 Cases are: Solazyme Brazil LLC and Solazyme Manufacturing 1, LLC.

In connection with the Chapter 11 Cases, the Debtors filed a motion seeking authority to execute, enter into and perform under a debtor-in-possession financing on the terms set forth in that certain Senior Secured Super-Priority Debtor in Possession Credit and Security Agreement (the “DIP Credit Agreement”), by and among the Company, as borrower (the “Borrower”), each of the other Debtors, as subsidiary guarantors (each, a “Guarantor” and collectively with the Borrower, the “DIP Loan Parties”), each of the DIP Lenders (as defined therein), and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (in such capacities, the “DIP Agent”), a form of which DIP Credit Agreement was filed with the Court on the Petition Date. The DIP Credit Agreement provides for a senior secured debtor-in-possession term loan financing facility (the “DIP Facility”) in an aggregate amount of up to $10.0 million, which may be funded in not more than two draws. The DIP Facility will become available upon the satisfaction of customary conditions precedent thereto, including the entry of an order of the Bankruptcy Court approving the DIP Facility on an interim basis.

The proceeds of the DIP Facility will be used by the Company in accordance with an approved budget (i) for general corporate and working capital purposes in the ordinary course of business; (ii) for costs and expenses of administration of the Chapter 11 Cases and (iii) for the payment of restructuring costs in connection with the Chapter 11 Cases, including the payment of the fees, costs and expenses related to the DIP Facility.

The maturity date of the loans to be made under the DIP Facility is the earliest to occur of: (i) consummation of a sale of all or substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code, (ii) the effective date of a chapter 11 plan or (iii) December 31, 2017, subject to earlier termination upon the occurrence of an Event of Default (as defined in the DIP Credit Agreement). The outstanding principal on the loans under the DIP Facility will bear interest at a rate of LIBOR plus 12.0%, payable monthly in cash in arrears .

Pursuant to the terms of the DIP Credit Agreement, the Guarantors will guarantee the obligations of the Borrower under the DIP Facility. Subject to certain exceptions, the DIP Facility will be secured by a first priority perfected security interest in all of the assets of each DIP Loan Party. The security interests and liens are subject only to certain carve-outs and certain permitted liens (including the liens on certain of TerraVia’s deposit accounts in favor of Silicon Valley Bank pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of May 2, 2017, between Silicon Valley Bank and the Borrower, as set forth in the DIP Credit Agreement.)

The DIP Facility is subject to certain customary affirmative and negative covenants and events of default as set forth in the DIP Credit Agreement.

The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the DIP Credit Agreement.

On August 1, 2017, the Company and certain of its subsidiaries (together, the “Sellers”) entered into a “stalking horse” Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Corbion N.V. (in such capacity, the “Purchaser”) pursuant to which the Purchaser agreed to purchase a substantial portion of the assets of the Company (such assets, the “Assets,” and such transaction, the “Asset Sale”) for a purchase price of $20 million plus the assumption of certain liabilities as set forth in the Purchase Agreement. The Sellers have sought the Bankruptcy Court’s approval of the Purchaser as the “stalking horse” bidder in an auction of the Assets under Section 363 of the Bankruptcy Code. If approved by the Bankruptcy Court as the stalking horse bidder, the Purchaser’s offer to purchase the Assets, as set forth in the Purchase Agreement, would be the standard by which any other bids to purchase the Assets would be evaluated.

The consummation of the Asset Sale is subject to certain customary conditions precedent as specified in the Purchase Agreement. The Purchase Agreement also provides for a break-up fee and expense reimbursement payable to the Purchaser upon the occurrence of certain events.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed hereto as Exhibit 2.1.