SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 1)*

 

 

AMYRIS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03236M200

(CUSIP Number)

Barbara Hager

c/o Foris Ventures, LLC

751 Laurel Street #717

San Carlos, CA 94070

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:

Jon M. Novotny, Esq.

Richard C. Blake, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

1200 Seaport Blvd., Redwood City, CA 94063

(650) 321-2400

August 17, 2018

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

CUSIP No. 03236M200

 

  1       

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Foris Ventures, LLC

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS

 

  OO

  5      

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7     

  SOLE VOTING POWER

 

  7,146,225(1)

  8     

  SHARED VOTING POWER

 

  See response to row 7.

  9     

  SOLE DISPOSITIVE POWER

 

  7,146,225(1)

  10     

  SHARED DISPOSITIVE POWER

 

  See response to row 9.

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,146,225(1)

12      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW

 

  11.40%(2)

14      

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Consists of (i) 6,840,704 shares of common stock, par value $0.0001 per share (“Common Stock”), of Amyris, Inc. (the “Company”) currently outstanding and held by Foris Ventures, LLC (“FV”), (ii) 89,037 shares of Common Stock issuable to FV upon conversion of certain convertible promissory notes convertible within 60 days of August 17, 2018, and (iii) 216,484 shares of Common Stock issuable to FV upon exercise of certain other warrants held within 60 days of August 17, 2018. Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of these shares. The Vallejo Ventures Trust U/T/A 2/12/96 (“VVT”), the member of FV, may be deemed to have sole power to vote and dispose of these shares, and L. John Doerr (“John Doerr”) and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of these shares.

(2)

The percentage calculation is based on a total of 62,671,892 shares of Common Stock outstanding, which amount consists of (i) 62,366,371 shares of Common Stock issued and outstanding, as reported by the Company in its Prospectus Supplement (Registration No. 333-219732) dated August 17, 2018, and (ii) 305,521 shares of Common Stock issued or issuable to FV upon conversion or exercise of securities convertible into or exercisable for Common Stock within 60 days of August 17, 2018.

 

2


CUSIP No. 03236M200

 

  1       

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

  The Vallejo Ventures Trust U/T/A 2/12/96

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS

 

  OO

  5      

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  California

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7     

  SOLE VOTING POWER

 

  7,146,792(1)

  8     

  SHARED VOTING POWER

 

  See response to row 7.

  9     

  SOLE DISPOSITIVE POWER

 

  7,146,792(1)

  10     

  SHARED DISPOSITIVE POWER

 

  See response to row 9.

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,146,792(1)

12      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  11.40%(2)

14      

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Consists of (i) 6,840,704 shares of Common Stock currently outstanding and held by FV, (ii) 89,037 shares of Common Stock issuable to FV upon conversion of certain convertible promissory notes convertible within 60 days of August 17, 2018, (iii) 216,484 shares of Common Stock issuable to FV upon exercise of certain other warrants held within 60 days of August 17, 2018, and (vi) 567 shares of Common Stock held directly by VVT. VVT, the member of FV, may be deemed to have sole power to vote and dispose of these shares, and L. John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of the shares held by FV and VVT.

(2)

The percentage calculation is based on a total of 62,671,892 shares of Common Stock outstanding, which amount consists of (i) 62,366,371 shares of Common Stock issued and outstanding, as reported by the Company in its Prospectus Supplement (Registration No. 333-219732) dated August 17, 2018, and (ii) 305,521 shares of Common Stock issued or issuable to FV upon conversion or exercise of securities convertible into or exercisable for Common Stock within 60 days of August 17, 2018.

 

3


CUSIP No. 03236M200

 

  1       

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

  L. John Doerr

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS

 

  OO

  5      

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7     

  SOLE VOTING POWER

 

  10,065 (1)

  8     

  SHARED VOTING POWER

 

  7,409,275(1)

  9     

  SOLE DISPOSITIVE POWER

 

  (1)

  10     

  SHARED DISPOSITIVE POWER

 

  10,065(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,419,340(1)

12      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  11.84%(2)

14      

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Consists of (i) 6,840,704 shares of Common Stock currently outstanding and held by FV, (ii) 89,037 shares of Common Stock issuable to FV upon conversion of certain convertible promissory notes convertible within 60 days of August 17, 2018, (iii) 216,484 shares of Common Stock issuable to FV upon exercise of certain other warrants held within 60 days of August 17, 2018, (iv) 567 shares of Common Stock held by VVT, (v) 10,065 shares of Common Stock held by L. John Doerr or issuable to L. John Doerr upon exercise of options within 60 days of August 17, 2018, (vi) 9,648 shares of Common Stock held by Clarus, LLC, (vii) 248,304 shares of Common Stock held by Kleiner Perkins Caufield & Byers XII, LLC and (viii) 4,531 shares of Common Stock held by KPCB XII Founders Fund, LLC.. L. John Doerr is a trustee of VVT, which is the member of FV. Mr. Doerr may be deemed to have shared power to vote and dispose of shares beneficially owned by FV and VVT. Mr. Doerr is the manager of Clarus, LLC. The Managing Member of Kleiner Perkins Caufield & Byers XII, LLC is KPCB XII Associates, LLC, of which Mr. Doerr is the managing member. The Managing Member of KPCB XII Founders Fund, LLC is KPCB XII Associates, LLC, of which Mr. Doerr is the managing member. Mr. Doerr disclaims beneficial ownership of all securities held by entities affiliated with him except to the extent of his pecuniary interest therein.

(2)

The percentage calculation is based on a total of 62,671,892 shares of Common Stock outstanding, which amount consists of (i) 62,366,371 shares of Common Stock issued and outstanding, as reported by the Company in its Prospectus Supplement (Registration No. 333-219732) dated August 17, 2018, (ii) 305,521 shares of Common Stock issued or issuable to FV upon conversion or exercise of securities convertible into or exercisable for Common Stock within 60 days of August 17, 2018 and (iii) 6,799 shares of Common Stock issuable to L. John Doerr upon the exercise of stock options exercisable for Common Stock within 60 days of August 17, 2018.

 

4


CUSIP No. 03236M200

 

  1       

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Ann Doerr

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS

 

  OO

  5      

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7     

  SOLE VOTING POWER

 

  0(1)

  8     

  SHARED VOTING POWER

 

  7,146,225(1)

  9     

  SOLE DISPOSITIVE POWER

 

  0(1)

  10     

  SHARED DISPOSITIVE POWER

 

  7,146,225(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,146,792(1)

12      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  11.40%(2)

14      

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Consists of (i) 6,840,704 shares of Common Stock currently outstanding and held by FV, (ii) 89,037 shares of Common Stock issuable to FV upon conversion of certain convertible promissory notes convertible within 60 days of August 17, 2018, (iii) 216,484 shares of Common Stock issuable to FV upon exercise of certain other warrants held within 60 days of August 17, 2018, and (iv) 567 shares of Common Stock held directly by VVT. VVT, the member of FV, may be deemed to have sole power to vote and dispose of these shares, and L. John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of the shares held by FV and VVT.

(2)

The percentage calculation is based on a total of 62,671,892 shares of Common Stock outstanding, which amount consists of (i) 62,366,371 shares of Common Stock issued and outstanding, as reported by the Company in its Prospectus Supplement (Registration No. 333-219732) dated August 17, 2018, and (ii) 305,521 shares of Common Stock issued or issuable to FV upon conversion or exercise of securities convertible into or exercisable for Common Stock within 60 days of August 17, 2018.

 

5


CUSIP No. 03236M200

 

  1       

  NAME OF REPORTING PERSON

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Barbara Hager

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS

 

  OO

  5      

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    7     

  SOLE VOTING POWER

 

  7,146,225(1)

  8     

  SHARED VOTING POWER

 

  567(1)

  9     

  SOLE DISPOSITIVE POWER

 

  7,146,225(1)

  10     

  SHARED DISPOSITIVE POWER

 

  567(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,146,792(1)

12      

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  11.40%(2)

14      

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Consists of (i) 6,840,704 shares of Common Stock currently outstanding and held by FV, (ii) 89,037 shares of Common Stock issuable to FV upon conversion of certain convertible promissory notes convertible within 60 days of August 17, 2018, (iii) 216,484 shares of Common Stock issuable to FV upon exercise of certain other warrants held within 60 days of August 17, 2018, and (vi) 567 shares of Common Stock held directly by VVT. Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of these shares. VVT, the member of FV, may be deemed to have sole power to vote and dispose of these shares, and L. John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of the shares held by FV and VVT.

(2)

The percentage calculation is based on a total of 62,671,892 shares of Common Stock outstanding, which amount consists of (i) 62,366,371 shares of Common Stock issued and outstanding, as reported by the Company in its Prospectus Supplement (Registration No. 333-219732) dated August 17, 2018, and (ii) 305,521 shares of Common Stock issued or issuable to FV upon conversion or exercise of securities convertible into or exercisable for Common Stock within 60 days of August 17, 2018.

 

6


ITEM 1.

SECURITY AND ISSUER.

 

  (a)

The class of equity securities to which this statement relates is the Common Stock of the Company.

 

  (b)

The Company’s principal executive offices are located 5885 Hollis Street, Suite 100, Emeryville, California 94608.

 

ITEM 2.

IDENTITY AND BACKGROUND.

 

  (a)

This Schedule is filed by Foris Ventures, LLC, Vallejo Ventures Trust, L. John Doerr, Ann Doerr, and Barbara Hager. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

  (b)

The address for each of the Reporting Persons is:

c/o Foris Ventures, LLC

751 Laurel Street #717

San Carlos, CA 94070

 

  (c)

L. John Doerr is a director of the Company and is Chairman at Kleiner Perkins Caufield & Byers. Ann Doerr is on the board of various philanthropic organizations. L. John Doerr and Ann Doerr are the trustees of VVT. Barbara Hager is a manager at JEMA Management, LLC, the manager of FV, and is the special trustee of VVT.

The principal business address of each of the Reporting Persons is:

c/o Foris Ventures, LLC

751 Laurel Street #717

San Carlos, CA 94070

 

  (d)

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

  (e)

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

  (f)

See Row 6 of cover page for each Reporting Person.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Pursuant to the Purchase Agreement (as defined below), on May 11, 2017 (the “Closing”) FV purchased (i) 30,728.589 shares of Series B Preferred Stock, (ii) Cash Warrants to purchase of 4,877,386 shares of Common Stock and (iii) the Dilution Warrant (as defined below) for aggregate cash consideration of $30,728,589.

The purchase price for the shares of Series B Preferred Stock and Warrants (as defined below) was issued for the cancellation of $30,728,589 of existing indebtedness owed by the Company to FV.

Pursuant to the Warrant Exercise Agreement (as defined below), on August 17, 2018, FV (i) exercised its Cash Warrant in full to purchase 4,877,386 shares of Common Stock for $21,460,498.40, (ii) surrendered its Dilution Warrant to the Company for cancellation after exercising it in full to purchase 2,106,217 shares of Common Stock for $3,159.33 and (iii) simultaneously acquired the New Warrant (as defined below) to purchase 4,877,386 in exchange for FV exercising the Cash Warrant and Dilution Warrant for cash and surrendering the Dilution Warrant for cancellation. FV used working capital to exercise the Dilution Warrant and the proceeds of the Underwritten Offering (as defined below) were used to exercise the Cash Warrant.

L. John Doerr’s individual holdings and holdings of entities affiliated with him (not including FV) resulted from equity compensation grants made to him in his capacity as a director of the Company and from private placements, respectively.

 

7


ITEM 4.

PURPOSE OF TRANSACTION.

Securities Purchase Agreement

On May 8, 2017, the Company, FV and certain other investors entered into a Securities Purchase Agreement (the “Purchase Agreement”), for the issuance and sale of shares of the Company’s Series A 17.38% Convertible Preferred Stock (the “Series A Preferred Stock”), shares of the Company’s Series B 17.38% Convertible Preferred Stock, (the “Series B Preferred Stock”), two series of warrants to purchase shares of the Company’s Common Stock at exercise prices of $7.80 per share and $9.30 per share (the “Cash Warrants”), and warrants to purchase additional shares of Common Stock in the event the Company undertakes certain dilutive transactions (the “Dilution Warrant” and, together with the Cash Warrants, the “Warrants”).

On July 7, 2017, the Company’s stockholders approved (the “Stockholder Approval”) the issuance of shares of Common Stock upon the conversion or exercise of the Series B Preferred Stock and Warrants sold pursuant to the Purchase Agreement. Following the Stockholder Approval, each share of Series B Preferred Stock automatically converted, without any further action by the holder, subject to the Beneficial Ownership Limitation (as defined below), on October 9, 2017. Also following the Stockholder Approval, the Cash Warrants became immediately exercisable. Notwithstanding the foregoing, pursuant to the Purchase Agreement, the holders of Series B Preferred Stock and Warrants did not receive Common Stock exceeding an amount such that the holder, together with its affiliates, would beneficially own in excess of 4.99% (or such other percentage as determined by the holder and notified to the Company in writing, not to exceed 9.99%, provided that any increase of such percentage will not be effective until 61 days after notice thereof) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Series B Preferred Stock (the “Beneficial Ownership Limitation”).

On October 18, 2017, FV notified the Company of its decision to increase the Beneficial Ownership Limitation to 9.99%.

The Dilution Warrant held by FV provided FV with the right to purchase a number of shares of Common Stock, at a price of $0.0015 per share, sufficient to provide it with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the three year period following the Closing (the “Dilution Period”) at a per share price (including any conversion or exercise price, if applicable) less than $6.30 per share.

Registration Rights

Pursuant to the Purchase Agreement, within 30 calendar days of the date of the Stockholder Approval, the Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale of the shares of Common Stock issuable upon conversion or exercise of the Series B Preferred Stock and Cash Warrants. The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the Closing and commercially reasonable efforts to keep such registration statement effective at all times until (i) no party to the Purchase Agreement owns any shares of Common Stock issuable upon conversion or exercise of the Series B Preferred Stock and Warrants or (ii) the shares of Common Stock issuable upon conversion or exercise of the Series B Preferred Stock and Warrants are eligible for resale under Rule 144 without regard to volume limitations.

Warrant Transaction

After giving effect to certain dilutive issuances of equity and equity-linked securities by the Company in August 2017, the Cash Warrant held by FV was exercisable for 4,877,386 shares at an exercise price of $4.40 per share and the Dilution Warrant held by FV was exercisable for 2,106,217 shares at an exercise price of $0.0015 per share, in each case as of August 17, 2018 and subject to the Beneficial Ownership Limitation. The exercise price of the Cash Warrant held by FV was subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the Dilution Period at a per share price less than the then-current exercise price of the Cash Warrant, subject to certain exceptions. Similarly, the Dilution Warrant provided FV with the right to purchase a number of shares of Common Stock, at a price of $0.0015 per share, sufficient to provide it with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the Dilution Period at a per share price (including any conversion or exercise price, if applicable) less than $6.30 per share. The Cash Warrant and Dilution Warrant each expired in July 2020.

 

8


On August 17, 2018, FV entered into that certain Warrant Exercise Agreement (the “Warrant Exercise Agreement”) with the Company pursuant to which FV (i) exercised its Cash Warrant in full to purchase 4,877,386 shares of Common Stock for $21,460,498.40, (ii) surrendered its Dilution Warrant to the Company for cancellation after exercising it in full to purchase 2,106,217 shares of Common Stock for $3,159.33 and (iii) simultaneously acquired a new warrant (the “New Warrant”) to purchase 4,877,386 shares of Common Stock at $7.52 per share in exchange for FV exercising the Cash Warrant and Dilution Warrant and surrendering the Dilution Warrant for cancellation. The New Warrant has substantially identical terms to the Cash Warrant, except that (A) the expiration date of the New Warrant is fifteen months after issuance, (B) the New Warrant does not contain any anti-dilution protection, other than standard adjustments in the event of any dividends or distributions on the Company’s common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction, (C) the New Warrant only permits exercise after the six-month anniversary of issuance, and only permits “cashless” or “net” exercise after such time to the extent that there is not an effective registration statement covering the resale of the shares of common stock underlying the New Warrant, (D) the exercise price of the New Warrant is $7.52, subject to adjustment and (E) the exercise of the New Warrant is not be subject to the Beneficial Ownership Limitation.

In connection with the Warrant Exercise Agreement, FV and the Company amended the Cash Warrant and the Dilution Warrant (but not Series B Preferred Stock) to remove the Beneficial Ownership Limitation. In addition to eliminating FV’s full-ratchet anti-dilution protection under the Cash Warrant and Dilution Warrant and the removal of the Beneficial Ownership Limitation in the warrants, the transactions contemplated by the Warrant Exercise Agreement resulted in the Company receiving proceeds of approximately $21.5 million from the exercise of FV’s Cash Warrant and Dilution Warrant.

Concurrently with the transactions contemplated by the Warrant Exercise Agreement, FV, the Company, another selling stockholder and B. Riley FBR, Inc. (the “Underwriter”) entered into that certain Underwriting Agreement dated as of August 17, 2017 (the “Underwriting Agreement”) relating to the sale of 7,654,148 shares of Common Stock. Under the terms of the Underwriting Agreement, FV sold all 4,877,386 shares of Common Stock issuable upon exercise of the Cash Warrant to the Underwriter at approximately $6.22 per share, with the Underwriter offering the shares to the public at $6.25 per share (the “Underwritten Offering”). In connection with the Underwritten Offering, FV agreed with the Underwriter, subject to certain exceptions, not to dispose of or hedge any of their Common Stock or securities convertible or exchangeable for shares of Common Stock during the 180 day period following the final prospectus supplement used in the Underwritten Offering (the “Lock-Up Agreement”). With respect to the FV shares, the Underwritten Offering was made pursuant to effective registration statement on Form S-3 (File No. 333-219732) initially filed by the Company with the SEC on August 4, 2017, including the prospectus contained therein, and prospectus supplement to such prospectus, dated August 17, 2018.

General

The Reporting Persons acquired the securities described in this Schedule for investment purposes and they intend to review their investments in the Company on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Company’s business, financial condition, operations and prospects; price levels of the Company’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

9


Subject to the limitations in the Purchase Agreement, the Reporting Persons may, at any time and from time to time, acquire additional securities of the Company, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, subject to the limitations in the Purchase Agreement, the Reporting Persons in discussions with management, the Board, and shareholders of the Company and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Company; or other material changes to the Company’s business or corporate structure, including changes in management or the composition of the Board.

Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b)

The following sets forth, as of the date of this Statement, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on a total of 62,671,892 shares of Common Stock outstanding, which amount consists of (i) 62,366,371 shares of Common Stock issued and outstanding, as reported by the Company in its Prospectus Supplement (Registration No. 333-219732) dated August 17, 2018, and (ii) 305,521 shares of Common Stock issued or issuable to FV upon conversion or exercise of securities convertible into or exercisable for Common Stock within 60 days of August 17, 2018..

 

Reporting

Person

   Amount
beneficially
owned
     Percent
of class
    Sole
power to
vote or
to direct
the vote
     Shared
power to
vote or to
direct the
vote
     Sole
power to
dispose or
to direct
the
disposition
     Shared
power to
dispose or
to direct
the
disposition
 

FV

     7,146,225        11.40     7,146,225        0        7,146,225        0  

VVT

     7,146,792        11.40     7,146,792        0        7,146,792        0  

John Doerr

     7,419,340        11.84     10,065        7,409,275        10,065        7,409,275  

Ann Doerr

     7,146,792        11.40     0        7,146,792        0        7,146,792  

Barbara Hager

     7,146,792        11.40     7,146,225        567        7,146,225        567  

The securities reported herein consist of (i) 6,840,704 shares of Common Stock currently outstanding and held by FV, (ii) 89,037 shares of Common Stock issuable to FV upon conversion of certain convertible promissory notes convertible within 60 days of August 17, 2018, (iii) 216,484 shares of Common Stock issuable to FV upon exercise of certain other warrants held within 60 days of August 17, 2018, (iv) 567 shares of Common Stock held by VVT, (v) 10,065 shares of Common Stock held by L. John Doerr or issuable to L. John Doerr upon exercise of options within 60 days of August 17, 2018, (vi) 9,648 shares of Common Stock held by Clarus, LLC, (vii) 248,304 shares of Common Stock held by Kleiner Perkins Caufield & Byers XII, LLC and (viii) 4,531 shares of Common Stock held by KPCB XII Founders Fund, LLC..

 

10


  (c)

Except as set forth in Item 4 above and the Company’s August 1, 2018 grant to L. John Doerr of an option to purchase 3,466 shares of Common Stock at $6.96 per share in connection with Mr. Doerr’s service as a director of the Company, the Reporting Persons have not effected any transaction in the Common Stock during the past 60 days.

 

  (d)

Except as set forth in Item 4 above, no person is known to have the right to receive dividends from, or the proceeds from, the sale of shares identified pursuant to Item 1.

 

  (e)

Not applicable.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference. Other than the Purchase Agreement, Warrant Exercise Agreement, New Warrant and Lock-Up Agreement described above, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between each Reporting Person and any person, with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit

  

Description

A    Agreement of Joint Filing.
B    Securities Purchase Agreement, dated May 8, 2017, by and among the Company and certain investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2017).
C    Warrant Exercise Agreement, dated August 17, 2018, by and among the Company and FV (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 20, 2018).
D    Lock-Up Agreement, dated August 17, 2018, by and among the Company and B. Riley FBR, Inc.
E    Common Stock Purchase Warrant, dated August 17, 2018, by the Company to FV (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 20, 2018)

 

11


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 23, 2018

 

FORIS VENTURES, LLC
By:   /s/ Barbara Hager
Name:   Barbara Hager
Title:   Manager
VALLEJO VENTURES TRUST
By:   /s/ Barbara Hager
Name:   Barbara Hager
Title:   Special Trustee
L. JOHN DOERR
By:   /s/ L John Doerr, by Barbara Hager as his attorney in fact
ANN DOERR
By:   /s/ Ann Howland Doerr, by Barbara Hager as her attorney in fact
BARBARA HAGER
By:   /s/ Barbara Hager

 

12


EXHIBIT INDEX

 

Exhibit

  

Description

A    Agreement of Joint Filing.
B    Securities Purchase Agreement, dated May 8, 2017, by and among the Company and certain investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2017).
C    Warrant Exercise Agreement, dated August 17, 2018, by and among the Company and FV (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 20, 2018).
D    Lock-Up Agreement, dated August 17, 2018, by and among the Company and B. Riley FBR, Inc.
E    Common Stock Purchase Warrant, dated August 17, 2018, by the Company to FV (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 20, 2018)

 

13

EX-99.A

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Date: August 23, 2018

 

FORIS VENTURES, LLC
By:   /s/ Barbara Hager
Name:   Barbara Hager
Title:   Manager
VALLEJO VENTURES TRUST
By:   /s/ Barbara Hager
Name:   Barbara Hager
Title:   Special Trustee
L. JOHN DOERR
By:   /s/ L John Doerr, by Barbara Hager as his attorney in fact
ANN DOERR
By:   /s/ Ann Howland Doerr, by Barbara Hager as her attorney in fact
BARBARA HAGER
By:   /s/ Barbara Hager
EX-99.D

Amyris, Inc.

Lock-Up Agreement

August 17, 2018

B. Riley FBR, Inc.

299 Park Avenue

7th Floor

New York, New York 10171

 

  Re:

Amyris, Inc.—Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, B. Riley FBR, Inc. (the “Underwriter”), propose to enter into an Underwriting Agreement with Amyris, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule I to such agreement, providing for a public offering of shares of Common Stock (the “Common Stock Offering”) of the Company (the “Shares”) pursuant to a prospectus (the “Prospectus”) to be filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriter to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and continuing to and including the date 180 days after the date of the final Prospectus covering the public offering of the Shares (the “Restricted Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”).

The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts or by will, other testamentary document or intestate succession, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to any order or settlement agreement approved by any court of competent jurisdiction, (iv) to any corporation, partnership, limited liability company or similar entity of which all of the beneficial ownership interests are held by the undersigned or the immediate family of the undersigned or as party of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders, provided that in the case of any transfer pursuant to clauses (i), (iii) and (iv), (x) each transferee agrees in writing to be bound by the restrictions set forth herein, (y) no public announcement or filing by any party (the undersigned, transferor or transferee) under the Exchange Act, including, without limitation, any filing under Section 16(a) of the Exchange Act, shall be required or voluntarily made in connection with such transfer and (z) any such transfer shall not involve a disposition for value, (v) to the Underwriter pursuant to the Underwriting Agreement, or (vi) with the prior written consent of the Underwriter.


In addition, the foregoing restriction shall not apply to (i) the establishment of a new trading plan pursuant to Rule 10b5-1 under the Exchange Act providing for dispositions or sales of the Undersigned’s Shares; provided that such plan does not permit dispositions or sales of the Undersigned’s Shares during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made during the Restricted Period, (ii) the exercise of options or other stock-based awards to purchase Common Stock of the Company or the vesting of restricted stock or other stock-based awards outstanding as of the date hereof or granted under equity incentive plans in effect as of the date hereof or described in the Prospectus and expiring during the Restricted Period; provided that the underlying Common Stock of the Company continues to be subject to the terms of this agreement, (iii) transfers of the Undersigned’s Shares pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to holders of the Common Stock of the Company involving a Change of Control (as defined below) of the Company; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed during the Restricted Period, the Undersigned’s Shares shall remain subject to the foregoing restrictions during such period, (iv) the repurchase or forfeiture of the Undersigned’s Shares in connection with termination of the undersigned’s employment with the Company, (v) the settlement of options, restricted stock or other stock-based awards expiring during the Restricted Period on a “net” basis or any other withholding of shares of Common Stock by the Company upon vesting and/or settlement of options, restricted stock or other stock-based awards expiring during the Restricted Period, (vi) the conversion of outstanding convertible notes or shares of the Company’s preferred stock into shares of Common Stock or (vii) the exercise of warrants to purchase Common Stock of the Company; provided that (x) the underlying shares of Common Stock received by the undersigned shall continue to be subject to the restrictions set forth herein and (y) any such settled or withheld shares are surrendered to the Company in the net exercise; provided further, that in the case of clause (i) no public announcement or filing by any party (the undersigned, transferor or transferee) under the Exchange Act, including, without limitation, any filing under Section 16(a) of the Exchange Act, shall be required or voluntarily made during the Restricted Period and in the case of each of clauses (ii) through (vii) no public announcement or filing by any party (the undersigned, transferor or transferee) under the Exchange Act, including, without limitation, any filing under Section 16(a) of the Exchange Act, shall be voluntarily made during the Restricted Period.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. For purposes of this Lock-up Agreement, “Change of Control” means the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Common Stock Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold at least 90% of the outstanding voting securities of the Company (or the surviving entity) and, for the avoidance of doubt, the Common Stock Offering is not a Change of Control. The undersigned now has, and, except as contemplated by the foregoing paragraph, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

This Lock-Up Agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date the Company advises the Underwriter, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Common Stock Offering, (b) the date of the termination of the Underwriting Agreement (without regard to any provisions thereof that survive termination) if prior to the closing of the Common Stock Offering or (c) August 24, 2018 if, and only if, the Common Stock Offering has not been completed by such date.


If the Company notifies you in writing that it does not intend to proceed with the offering this agreement shall be of no further force or effect. The undersigned understands that the Company and the Underwriter are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

 

Very truly yours,
Foris Ventures, LLC
/s/ Barbara Hager
Manager