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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Amyris Inc | NASDAQ:AMRS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.05 | 0.053 | 0.054 | 0 | 01:00:00 |
Delaware | 55-0856151 | |||||||
(State or other jurisdiction of
|
(I.R.S. Employer | |||||||
incorporation or organization) | Identification Number) |
Gordon K. Davidson, Esq.
Faisal Rashid, Esq.
Amanda L. Rose, Esq.
Ryan Mitteness, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
|
Title of Each Class of Securities
to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum
Offering Price
Per Unit
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration
Fee
|
||||||||||
Common stock, $0.0001 par value per share | ||||||||||||||
-- To be issued under the 2020 Equity Incentive Plan |
12,247,572 (2)
|
$15.38(3)
|
$188,367,657.36 | $20,550.91 | ||||||||||
-- To be issued under the 2020 Equity Incentive Plan |
2,750,000(4)
|
$15.38(3)
|
$42,295,000.00 | $4,614.38 | ||||||||||
-- To be issued under the 2010 Employee Stock Purchase Plan |
42,077 (5)
|
$13.07(6)
|
$549,946.39 | $60.00 | ||||||||||
-- To be issued under the 2010 Employee Stock Purchase Plan |
800,000(7)
|
$13.07(6)
|
$10,456,000.00 | $1,140.75 | ||||||||||
Total
|
15,839,649 | 241,668,603.75 | $26,366.04 |
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of the registrant’s common stock that become issuable under the registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) or Amended and Restated 2010 Employee Stock Purchase Plan (the “2010 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the registrant’s outstanding shares of common stock.
|
||||
(2) |
Represents an automatic increase in the number of shares available for grant and issuance under the 2020 Plan corresponding to approximately 5% of 244,951,446 shares, the total number of issued and outstanding shares of the registrant’s common stock as of December 31, 2020 (as reflected in the records of the registrant’s stock transfer agent), which automatic increase was effective as of January 1, 2021. Shares available for issuance under the 2020 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2020 (Registration No. 333-239820).
|
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the registrant’s common stock as reported on The Nasdaq Global Select Market on July 23, 2021. | ||||
(4) |
Represents shares added under the 2020 Plan, as approved by stockholders on July 26, 2021.
|
||||
(5) |
Represents an automatic increase in the number of shares reserved for issuance under the 2010 ESPP reduced to equal to the remaining amount of reserved shares that could be issued under the 2010 ESPP prior to the amendment and restatement of the 2010 ESPP on May 28, 2021, which increased such limit. This automatic increase was effective as of January 1, 2021. Shares available for issuance under the 2010 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006), March 28, 2013 (Registration No. 333-187598), April 14, 2014 (Registration No. 333-195259), April 2, 2015 (Registration No. 333-203213), April 1, 2016 (Registration No. 333-210569), April 18, 2018 (Registration No. 333-224316), October 9, 2019 (Registration No. 333-234135), and July 10, 2020 (Registration No. 333-239820).
|
(6) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the registrant’s common stock as reported on The Nasdaq Global Select Market on July 23, 2020, multiplied by 85%, which is the percentage of the trading price per share applicable to purchases under the 2010 ESPP.
|
||||
(7) |
Represents shares added under the 2010 ESPP, as approved by stockholders on May 28, 2021.
|
Item 3. | Incorporation of Documents by Reference. |
Item 4. | Description of Securities. |
Item 5. | Interests of Named Experts and Counsel. |
Item 6. |
Indemnification of Directors and Officers.
|
||||
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s Board of Directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
The Registrant’s restated certificate of incorporation, as amended, limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the DGCL, and provides that no director will have personal liability to the Registrant’s or to its stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any director for:
• any breach of the director’s duty of loyalty to the Registrant or its stockholders;
• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
• voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or
• any transaction from which the director derived an improper personal benefit.
Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.
As permitted by the DGCL, the Registrant’s restated bylaws provide that:
• the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the DGCL, subject to very limited exceptions;
• the Registrant may indemnify its other employees and agents as set forth in the DGCL;
• the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and
• the rights conferred in the bylaws are not exclusive.
In addition, the Registrant has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require the Registrant, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by its directors and executive officers in investigating or defending any such action, suit or proceeding. The indemnification provisions in the Registrant’s restated certificate of incorporation, as amended, and restated bylaws and the indemnification agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act.
The Registrant maintains an insurance policy that covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers of the Registrant.
Certain of the Registrant’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Registrant’s board of directors.
|
|||||
Item 7. | Exemption from Registration Claimed. |
Item 8. | Exhibits. |
Incorporation by Reference | ||||||||||||||||||||
Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
4.01 | 10-Q | 001-34885 | 3.1 | 2010-11-10 | ||||||||||||||||
4.02 | S-8 | 333-188711 | 4.02 | 2013-05-20 | ||||||||||||||||
4.03 | 10-Q | 001-34885 | 3.02 | 2014-08-08 | ||||||||||||||||
4.04 | S-3/A | 333-206331 | 3.03 | 2015-11-04 | ||||||||||||||||
4.05 | 10-Q | 001-34885 | 3.05 | 2016-08-09 | ||||||||||||||||
4.06 | 8-K | 001-34885 | 10.01 | 2017-05-08 | ||||||||||||||||
4.07 | 8-K | 001-34885 | 10.01 | 2017-05-08 | ||||||||||||||||
4.08 | 8-K | 001-34885 | 10.01 | 2017-05-08 | ||||||||||||||||
4.09 | S-3 | 333-219732 | 3.07 | 2017-08-04 | ||||||||||||||||
4.10 | 8-K | 001-34885 | 10.02 | 2017-08-03 | ||||||||||||||||
4.11 | 8-K | 001-34885 | 3.1 | 2019-10-30 | ||||||||||||||||
4.12 | S-8 | 001-34885 | 4.12 | 2020-7-10 | ||||||||||||||||
4.13 | 8-K | 001-34885 | 3.1 | 2020-06-04 | ||||||||||||||||
4.14 | X | |||||||||||||||||||
4.15 | 10-Q | 001-34885 | 3.2 | 2010-11-10 | ||||||||||||||||
4.16 | S-3 | 333-219732 | 4.01 | 2017-08-04 | ||||||||||||||||
4.17 | X | |||||||||||||||||||
4.18 | X | |||||||||||||||||||
4.19 | X | |||||||||||||||||||
4.20 | X | |||||||||||||||||||
5.01 | X | |||||||||||||||||||
23.01 | X | |||||||||||||||||||
23.03 | X | |||||||||||||||||||
24.01 | X |
Item 9.
|
Undertakings.
|
Signature
|
Title | Date | ||||||
/s/ JOHN MELO | Director, President and Chief Executive Officer | July 30, 2021 | ||||||
John Melo | (Principal Executive Officer) | |||||||
/s/ HAN KIEFTENBELD | Chief Financial Officer | July 30, 2021 | ||||||
Han Kieftenbeld | (Principal Financial Officer) | |||||||
/s/ ANTHONY HUGHES | Chief Accounting Officer | July 30, 2021 | ||||||
Anthony Hughes | (Principal Accounting Officer) | |||||||
/s/ JOHN DOERR | Director | July 30, 2021 | ||||||
John Doerr | ||||||||
/s/ GEOFFREY DUYK | Director | July 30, 2021 | ||||||
Geoffrey Duyk | ||||||||
/s/ PHILIP EYKERMAN | Director | July 30, 2021 | ||||||
Philip Eykerman | ||||||||
/s/ FRANK KUNG | Director | July 30, 2021 | ||||||
Frank Kung | ||||||||
/s/ JAMES MCCANN | Director | July 30, 2021 | ||||||
James McCann | ||||||||
/s/ STEVEN MILLS | Director | July 30, 2021 | ||||||
Steven Mills | ||||||||
/s/ LISA QI | Director | July 30, 2021 | ||||||
Lisa Qi | ||||||||
/s/ JULIE WASHINGTON | Director | July 30, 2021 | ||||||
Julie Washington | ||||||||
/s/ PATRICK YANG | Director | July 30, 2021 | ||||||
Patrick Yang | ||||||||
1 Year Amyris Chart |
1 Month Amyris Chart |
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