AMRS Amyris Inc

Item 1.01

Entry into a Material Definitive Agreement.

On December 29, 2022, Amyris, Inc. (the “Company”) entered into securities purchase agreements with certain accredited investors pursuant to which the Company agreed to sell (i) an aggregate of 33,333,334 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) warrants to purchase up to 25,000,000 shares of Common Stock for an aggregate purchase price of $50 million through a registered direct offering and concurrent private placement:

 

•

a securities purchase agreement (the “RDO Securities Purchase Agreement”) with the investor signatories thereto (the “RDO Purchasers”), pursuant to which the Company agreed to issue and sell to the RDO Purchasers (i) 20,000,000 shares of Common Stock (the “Registered Shares”) and (ii) warrants to purchase up to 15,000,000 shares of Common Stock (the “Registered Warrants”). The Registered Shares are being sold together with the Registered Warrants (together, the “Registered Units”) to purchase 0.75 of a share of Common Stock for a purchase price of $1.50 per Registered Unit (the “Registered Direct Offering”). The Registered Warrants are exercisable at a price of $1.80 per full share of Common Stock at any time after the date of issuance for a period of five years. The Registered Direct Offering was made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-255105) filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2021, and related prospectus supplement.

 

•

a securities purchase agreement (the “PIPE Securities Purchase Agreement” and together with the RDO Securities Purchase Agreement, the “Purchase Agreements”) with Foris Ventures, LLC (“Foris”), pursuant to which the Company agreed to issue and sell to Foris, in a private placement (the “PIPE” and together with the Registered Direct Offering, the “Offering”) (i) 13,333,334 shares of Common Stock (the “Unregistered Shares”), and (ii) warrants to purchase up to 10,000,000 shares of Common Stock (the “Unregistered Warrants” and together with the Registered Warrants, the “Warrants”). The Unregistered Shares are being sold together with the Unregistered Warrants (together, the “Unregistered Units”) to purchase 0.75 of a share of Common Stock for a purchase price of $1.50 per Unregistered Unit. The Registered Warrants are exercisable at a price of $1.80 per full share of Common Stock at any time after the date of issuance for a period of five years. Foris beneficially owns more than five percent of the Company’s outstanding Common Stock and is affiliated with individuals serving on the Company’s board of directors.

The closing of the Offering (the “Closing”) is expected to occur on December 30, 2022, subject to customary closing conditions. The net proceeds to the Company from the Offering are expected to be approximately $47.7 million after payment of the offering expenses and placement agent fees. The Company intends to use the proceeds from the Offering for general corporate purposes.

The Purchase Agreements include customary representations, warranties and covenants of the parties.

The Company has engaged H.C. Wainwright & Co., LLC to serve as placement agent for the Company with respect to the Registered Direct Offering.

Pursuant to the PIPE Securities Purchase Agreement, within 45 calendar days of the date of the PIPE Securities Purchase Agreement, the Company shall file with the SEC a registration statement on Form S-3 providing for the resale by the PIPE Purchaser of the Unregistered Shares and the Unregistered Warrants.

The foregoing description of the terms of the Warrants is qualified in its entirety by reference to the to the full text of the form of Registered Warrant and the form of the Unregistered Warrant, which are filed hereto as Exhibits 4.1 and 4.2, respectively, and are incorporate herein by reference.

The foregoing description of the Purchase Agreements is qualified in its entirety by reference to the full text of the RDO Securities Purchase Agreement and the PIPE Securities Purchase Agreement, which are filed hereto as Exhibits 10.01 and 10.2, respectively, and are incorporated herein by reference.

The securities issued pursuant to the PIPE were sold in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration based in part on representations made by Foris in the PIPE Securities Purchase Agreement.

.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

A copy of the opinion of Fenwick & West LLP, relating to the validity of certain of the Registered Shares, is filed with this Current Report on Form 8-K as Exhibit 5.1.

 

Item 3.02

Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit     No.		Description
4.1		Form of Registered Warrant
4.2		Form of Unregistered Warrant
5.1		Opinion of Fenwick & West LLP
10.1		Form of RDO Securities Purchase Agreement
10.2		Form of PIPE Security Purchase Agreement
23.1		Consent of Fenwick & West LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Amyris (NASDAQ:AMRS)
Historical Stock Chart
From Jun 2024 to Jul 2024

Amyris (NASDAQ:AMRS)
Historical Stock Chart
From Jul 2023 to Jul 2024