Item 8.01 Other Events.
On August 11, 2021, Amyris, Inc. (the "Company") entered into (i) a Share
Purchase Agreement (the "MGE Agreement") with MG Empower Ltd., a private company
incorporated under the laws of England and Wales ("MG Empower") and the
securityholders of MG Empower (the "MGE Selling Stockholders") as set forth
therein, (ii) an Agreement and Plan of Merger and Reorganization (the "Olika
Merger Agreement") with OLIKA Inc. ("Olika"), a Delaware corporation and the
stockholders' representative, as set forth therein (the "Olika Selling
Stockholders"), and (iii) a Note Purchase Agreement (together with the MGE
Agreement and the Olika Merger Agreement, collectively, the "Purchase
Agreements") with Olika and the selling stockholders party thereto (the "Olika
Noteholders" and together with the MGE Selling Stockholders and the Olika
Selling Stockholders, collectively the "Selling Stockholders").
Subject to the terms and conditions of the Purchase Agreements, the Company has
agreed (i) to acquire the outstanding shares of MG Empower from the MGE Selling
Stockholders, (ii) to enter into a certain plan of merger with Olika and (iii)
to purchase the outstanding notes from the Olika Noteholders, respectively, for
an aggregate consideration that consists of an issuance by the Company of shares
of the Company's common stock representing, collectively, less than 1% of the
Company's outstanding shares (the "Unregistered Securities") to certain Selling
Stockholders.
Furthermore, pursuant to the terms and conditions of the Purchase Agreements,
the Company agreed to file a prospectus supplement, which supplements the
Prospectus filed with the SEC on April 7, 2021 together with a Registration
Statement on Form S-3ASR (File No. 333-255105), to register the resale of the
Unregistered Securities (the "Offering"). Each of the Selling Stockholders may
sell its respective Unregistered Securities. The Company will not receive any
proceeds from the Offering.
A copy of the opinion of Fenwick & West LLP, relating to the validity of certain
of the shares in connection with the Offering, is filed with this Current Report
on Form 8-K as Exhibit 5.1.
Item 9.01. Other Events.
Exhibit
No. Description
5.1 Opinion of Fenwick & West LLP
23.1 Consent of Fenwick & West LLP (contained in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward Looking Statements.
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other
federal securities laws. Any statements contained herein that do not describe
historical facts, are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
discussed in such forward-looking statements. Such risks and uncertainties
include, among others, the risks identified in the Company's filings with the
SEC, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, filed with the SEC on March 5, 2021, the prospectus
supplement related to the Selling Stockholders, and subsequent filings with the
SEC. Any of these risks and uncertainties could materially and adversely affect
the Company's results of operations, which would, in turn, have a significant
and adverse impact on the Company's stock price. The Company's cautions you not
to place undue reliance on any forward-looking statements, which speak only as
of the date they are made. The Company's undertakes no obligation to update
publicly any forward-looking statements to reflect new information, events or
circumstances after the date they were made or to reflect the occurrence of
unanticipated events.
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