Item 1.01 Entry into a Material Definitive Agreement.
Perrara Bridge Loan Agreement
On March 10, 2023, Amyris, Inc. (the “Company”), certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Perrara Ventures, LLC (an affiliate of Foris Ventures, LLC, or “Foris”), as lender, entered into a Loan and Security Agreement (the “Loan Agreement”) to make available to the Company a secured term loan facility in an aggregate principal amount of up to $50 million (the “Loan Facility”), consisting of an initial advance of $15 million drawn by the Company on March 13, 2023. The Company has the right under the Loan Agreement to request additional advances, subject to certain conditions precedent set forth in the Loan Agreement. The Company intends to use the net proceeds of any funds advanced under the Loan Facility for working capital and general corporate purposes.
The Loan Facility matures (the “Maturity Date”) on the earlier of June 8, 2023 and the closing of the transactions contemplated under the Company’s asset purchase agreement with Givaudan SA, dated as of February 21, 2023 (“Closing Date”). Loans under the Loan Facility will accrue interest at a rate of 12% per annum. Interest is due on the first business day of each month beginning with the month after the initial funding of the loan.
The obligations under the Loan Facility are (i) guaranteed by the Subsidiary Guarantors, and (ii) secured by a perfected security interest in substantially all of the assets of the Company and the Subsidiary Guarantors, in each case subject to certain limitations and exceptions.
Prepayment of the outstanding amounts under the Loan Facility will be required upon the occurrence of either a change of control of the Company, as specified in the Loan Agreement, or upon the Closing Date. In addition, the Company may at its option prepay the outstanding principal amount of the loans under the Loan Facility before the Maturity Date without the incurrence of a prepayment fee.
The representations, covenants, and events of default in the Loan Agreement are customary for financing transactions of this nature. An additional 3% interest applies if the Company fails to pay the principal when due. The Loan Agreement includes customary affirmative and negative covenants and also contains financial covenants, including covenants related to minimum revenue, liquidity and asset coverage.
The foregoing description of the Loan Agreement is a summary and is qualified in its entirety by reference to the Loan Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Foris Warrant Amendment
In connection with the transactions contemplated by the Loan Facility, the Company also agreed to amend the exercise price of warrants to purchase 2,046,036 shares of the Company’s common stock (the “Common Stock”) issued to Foris on September 13, 2022 from $3.91 per share of Common Stock to $1.30 per share (the “Foris Warrant Amendment”), which represents the trailing 15-day volume-weighted average price of the Common Stock on the Nasdaq Global Select Market as of, and including, March 9, 2023.
The foregoing description of the Foris Warrant Amendment is a summary and is qualified in its entirety by reference to the Foris Warrant Amendment, which is filed hereto as Exhibit 4.1 and is incorporated herein by reference.