SUPPLEMENT TO THE PROXY STATEMENT FOR
THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 2018
April 16, 2018
These Definitive Additional
Materials amend and supplement the definitive proxy statement dated March 30, 2018 (the definitive proxy statement), which was initially mailed to stockholders on or about March 30, 2018, by BioAmber Inc., a Delaware
corporation (referred to herein as BioAmber, we, us, or our), for the special meeting of stockholders of BioAmber, or the Special Meeting, to be held on April 27, 2018, at 10:00 a.m. local
time, at the offices of the Company, 1250 Rene Levesque West, Suite 4310, Montreal, Quebec, Canada H3B 4W8.
At the Special Meeting, BioAmber
stockholders will consider and vote upon, among other things, a proposal to approve an amendment to our Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock, par value $0.01 per share, of BioAmber from
250,000,000 to 1,000,000,000 and a proposal to approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of not less
than fifty-to-one and
not more
than three-hundred-to-one, such
ratio
and the implementation and timing of such reverse stock split to be determined in the discretion of our Board of Directors.
If any stockholders have
not already submitted a proxy for use at the Special Meeting, they are urged to do so promptly. No action in connection with this supplement is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or
change that proxy.
If any stockholders have questions about this proposal or any other proposal to be voted on at the Special Meeting, or about how
to submit their proxies, or if any stockholders need additional copies of the proxy statement, this supplement, the proxy card or voting instructions, please call our proxy solicitor MacKenzie Partners, Inc., toll free at
(800) 322-2885.
The information contained herein speaks only as of April 16, 2018 unless the information
specifically indicates that another date applies.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the definitive proxy statement, which should be read in its entirety. Defined terms used
but not defined herein have the meanings set forth in the definitive proxy statement.
Supplemental Disclosure Relating to Proposal 2 (Approval of
the Reverse Stock Split)
At the Special Meeting, BioAmber stockholders will be asked to approve an amendment to our Amended and Restated Certificate
of Incorporation authorizing a reverse stock split of the issued and outstanding shares of our common stock, at a ratio within a range of not less than
fifty-to-one and
not more
than three-hundred-to-one,
such ratio and the
implementation and timing of such reverse stock split to be determined in the discretion of our Board of Directors.
If this proposal is approved,
and our Board of Directors elects to implement a reverse stock split, then upon implementation of the reverse stock split, the number of authorized shares of common stock will be reduced proportionately based on the reverse stock split ratio.