This Amendment No. 11 (Amendment No. 11) to Schedule 13D amends
the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 30, 2017, as amended by Amendment No. 1 thereto filed on August 28, 2018, Amendment No. 2 thereto filed on July 18,
2019, Amendment No. 3 thereto filed on September 8, 2022, Amendment No. 4 thereto filed on September 15, 2022, Amendment No. 5 thereto filed on January 9, 2023, Amendment No. 6 thereto filed on March 17, 2023,
Amendment No. 7 thereto filed on May 24, 2023, Amendment No. 8 thereto filed on June 9, 2023, Amendment No. 9 thereto filed on June 30, 2023 and Amendment No. 10 thereto filed on August 3, 2023 (collectively
and as amended, the Schedule 13D), relating to the Common Stock. This Amendment No. 11 is being filed by Foris Ventures, LLC, Vallejo Ventures Trust, L. John Doerr, Ann Doerr, and Barbara Hager (collectively, the
Reporting Persons).
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described
below. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D.
ITEM 4. |
PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is supplemented by the following:
Bankruptcy Petition; DIP Credit Agreement
On
August 9, 2023 (the Petition Date), the Company and certain of its direct and indirect subsidiaries (collectively, the Company Parties or the Debtors) filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court), thereby commencing Chapter 11 cases for the
Company Parties (the Chapter 11 Cases). On the Petition Date, the Company Parties filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption In re: Amyris, et
al.
The Company Parties are seeking approval of various first day motions with the Bankruptcy Court, requesting customary relief
intended to enable them to continue their ordinary course operations and facilitate an orderly transition of their operations into Chapter 11. In addition, the Company Parties filed with the Bankruptcy Court a motion seeking approval
(Interim DIP Order) of debtor-in-possession financing (DIP Financing) in the form of the DIP Credit Agreement (as defined and
described below).
As discussed above, the Company Parties have sought an order authorizing the Company, Amyris Clean Beauty, Inc., and Aprinnova, LLC, in
their capacity as borrowers (collectively, the Borrowers), to obtain post-petition financing, and for each of the other Debtors and certain other non-Debtor subsidiaries (the
Guarantors) to guarantee unconditionally on a joint and several basis, the Borrowers obligations in connection with a senior secured super-priority multiple-draw term loan facility (the DIP Facility) in
the aggregate principal amount of up to $190 million, subject to and in accordance with the terms and conditions set forth in that certain Senior Secured Super Priority Debtor In Possession Loan Agreement, dated as of August 9, 2023 (the
DIP Credit Agreement), by and among the Borrowers, the Guarantors, Euagore, LLC, an affiliate of Foris Ventures, LLC (and such other lenders from time to time party thereto, the Lenders), and Euagore, LLC, as
Administrative Agent (the Administrative Agent). The proceeds of the proposed DIP Facility may be used for, among other things, post-petition working capital for the Company and its subsidiaries, payment of costs to administer the
Chapter 11 Cases, payment of expenses and fees of the transactions contemplated by the Chapter 11 Cases and payment of other costs, in each case, subject to an approved budget and such other purposes permitted under the DIP Credit Agreement and the
Interim DIP Order.
The DIP Credit Agreement includes certain required milestones with respect to the Chapter 11 Cases, including, but not limited to, a
requirement that no later than thirty-five (35) days after the Petition Date, the Debtors shall have executed a plan support agreement (the Plan Support Agreement), by and among the Debtors, the Administrative Agent, the
Lenders, the other pre-petition secured lenders of the Company and certain other parties, which is acceptable to the Lenders and such other pre-petition secured lenders
of the Company that are affiliates of FV, in their sole discretion (such milestone, the Plan Support Agreement Milestone). If the Plan Support Agreement Milestone is not satisfied on or prior to the applicable deadline, the
Administrative Agent, in its sole discretion, may elect to require the Debtors to initiate a process to market and sell all of the Companys assets.