Amyris Announces $50 Million Registered Direct Offering And Concurrent Private Placement
EMERYVILLE, Calif., Dec. 29, 2022 /PRNewswire/ -- Amyris, Inc. (Nasdaq: AMRS), a leading synthetic biotechnology company accelerating the world's transition to sustainable consumption through its Lab-to-Market™ technology platform, today announced that it has entered into a definitive purchase agreement for the purchase and sale of 20,000,000 shares of the Company's common stock and warrants to purchase up to an aggregate of 15,000,000 shares of common stock in a registered direct offering. Each share of common stock is being sold together with a warrant to purchase 0.75 of a share of common stock at a combined purchase price of $1.50. The warrants will be immediately exercisable at a price of $1.80 per full share of common stock for a period of five years from closing.
In addition, in a concurrent private placement, the Company entered into a definitive purchase agreement with Foris Ventures, LLC, an entity affiliated with Amyris board member John Doerr (Chairman of Kleiner Perkins) for the purchase and sale of 13,333,334 shares of the Company's common stock and warrants to purchase up to an aggregate of 10,000,000 shares of common stock. Each share of common stock is being sold together with a warrant to purchase 0.75 of a share of common stock at a combined purchase price of $1.50. The warrants will be immediately exercisable at a price of $1.80 per full share of common stock for a period of five years from closing.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the registered direct offering.
The closing of the offering and the concurrent private placement is expected to occur on or about December 30, 2022, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from these transactions are expected to be approximately $50 million, before deducting the placement agent's fees and other expenses payable by the Company. The Company intends to use the net proceeds from the offering and the concurrent private placement for general corporate purposes.
The securities issued in the registered direct offering described above (but not the securities issued in the concurrent private placement) are being offered by the Company pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-255105), which was filed with the Securities and Exchange Commission (the "SEC") on April 7, 2021, and automatically became effective under SEC rules. The offering of the securities in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at placements@hcwco.com.
The securities issued in the concurrent private placement described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Amyris (Nasdaq: AMRS) is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market™ technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the world's top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products.
Amyris, the Amyris logo, and Lab-to-Market, are trademarks or registered trademarks of Amyris, Inc. or its subsidiaries in the U.S. and/or other countries.
Forward-Looking Statements
This release contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding future events, such as Amyris' expectations regarding the completion of the offering, the timing of the closing of the offering and the anticipated gross proceeds of the offering and the use thereof. These statements are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties, including risks related to Amyris' liquidity and ability to fund operating and capital expenses, risks related to its financing activities, risks related to potential delays or failures in completing and integrating planned acquisitions, risks related to potential delays or failures in development, regulatory approval, launch, production and commercialization of products, risks related to global inflation and policy measures undertaken to address inflation, the COVID-19 pandemic and any other geopolitical events, including Russia's invasion of Ukraine, resulting in global economic, financial and supply chain disruptions that may negatively impact Amyris' business operations and financial results or cause market volatility, risks related to Amyris' reliance on third parties particularly in the supply chain, and other risks detailed from time to time in filings Amyris makes with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any of these risks and uncertainties could materially and adversely affect Amyris' results of operations, which would, in turn, have a significant and adverse impact on Amyris' stock price. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Amyris disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events, or otherwise.
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SOURCE Amyris, Inc.
