AgroFresh Solutions, Inc. (Form: 8-K, Received: 09/10/2015 16:15:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 3, 2015

AgroFresh Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other jurisdiction
of incorporation)

001-36316
(Commission File Number)

46-4007249
(I.R.S. Employer
Identification Number)

100 S. Independence Mall West
Philadelphia, PA
(Address of principal executive offices)

19106
(Zip code)

(215) 592-3687
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 3, 2015, the board of directors (the “Board”) of AgroFresh Solutions, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of the Company, which became effective immediately. The Amendment revises Section 4.3 of the Bylaws to provide that special meetings of the Board may be called by the Chairman of the Board or the Company’s Chief Executive Officer, and shall be called by the Chairman of the Board or the Chief Executive Officer on the written request of a majority of the directors then in office. The Bylaws had previously provided for special meetings to be called by the Chairman of the Board or the Company’s President. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

On September 10, 2015, the Company announced that the Board had authorized a warrant repurchase program (the “Repurchase Program”). The Repurchase Program authorizes the Company to repurchase in the aggregate up to $2.5 million of the Company’s publicly-traded warrants to purchase common stock. The Repurchase Program will remain in effect until May 31, 2016, unless terminated earlier by the Board. Under the Repurchase Program, warrant repurchases may be made on the open market or through private transactions, as determined by the Company’s management and in accordance with prevailing market conditions and Securities and Exchange Commission requirements. The Company expects to adopt one or more purchase plans pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in order to implement the Repurchase Program. The timing and amount of any warrant repurchases will depend on the terms and conditions contained in any such 10b5-1 Plan adopted by the Company, the market price of the Company’s warrants and trading volumes, and no assurance can be given that any particular amount of warrants will be repurchased. The Company is not obligated to acquire a particular number of warrants, and the program may be discontinued at any time at the Company’s discretion. A copy of the press release announcing the approval of the Repurchase Program is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Exhibits

(d) Exhibits.

Exhibit Number		Exhibit

3.1		Amendment to the Amended and Restated Bylaws of AgroFresh Solutions, Inc., effective as of September 3, 2015.
99.1		Press Release issued by the Company on September 10, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: September 10, 2015

	AGROFRESH SOLUTIONS, INC.

	By:	/s/ Thomas Ermi
		Name: Thomas Ermi
		Title: Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number		Exhibit

3.1		Amendment to the Amended and Restated Bylaws of AgroFresh Solutions, Inc., effective as of September 3, 2015.
99.1		Press Release issued by the Company on September 10, 2015.

Exhibit 3.1

AMENDMENT TO

AMENDED AND RESTATED BYLAWS

AGROFRESH SOLUTIONS, INC.

The Amended and Restated Bylaws (the “ Bylaws ”) of AgroFresh Solutions, Inc., a Delaware corporation (the “ Corporation ”), are hereby amended, pursuant to action duly taken by the board of directors of the Corporation on the date hereof, by deleting Section 4.3 of the Bylaws in its entirety and replacing it with the following new Section 4.3:

“ Section 4.3. Special Meetings . Special meetings of the Board (a) may be called by the Chairman of the Board or the Chief Executive Officer and (b) shall be called by the Chairman of the Board, Chief Executive Officer or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3 , to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these By Laws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting.”

Except as hereby amended, the Bylaws shall remain the same.

Adopted: September 3, 2015

Exhibit 99.1

AgroFresh Solutions Announces Repurchase Program For Publicly-Traded Warrants

Philadelphia, PA, September 10, 2015 — AgroFresh Solutions, Inc. (“AgroFresh” or the “Company”) (NASDAQ: AGFS, AGFSW) announced today that its Board of Directors has approved a warrant repurchase program, authorizing AgroFresh to repurchase, in the aggregate, up to $2.5 million of its publicly-traded warrants to purchase common stock. AgroFresh currently has approximately 11.0 million public warrants outstanding. The warrant repurchase program will remain in effect until May 31, 2016, unless terminated earlier by the Board of Directors.

Thomas Macphee, AgroFresh Chief Executive Officer, stated, “This authorization underscores our confidence in the strength of the business and our strong belief that AgroFresh presents a compelling investment opportunity. The execution of the authorization will serve to maximize value for our shareholders.”

Under the program authorized by the Board of Directors, warrant repurchases may be made on the open market or through private transactions, as determined by the Company’s management and in accordance with prevailing market conditions and Securities and Exchange Commission requirements. The Company expects to adopt one or more purchase plans pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in order to implement the warrant repurchase program. The timing and amount of any warrant repurchases will depend on the terms and conditions contained in any such 10b5-1 Plan adopted by the Company, the market price of the Company’s warrants and trading volumes, and no assurance can be given that any particular amount of warrants will be repurchased. The Company is not obligated to acquire a particular number of warrants, and the program may be discontinued at any time at the Company’s discretion.

About AgroFresh

AgroFresh Solutions, Inc. (NASDAQ: AGFS) is a global industry leader in providing innovative data-driven specialty solutions aimed at enabling growers and packers of fresh produce to preserve and enhance the freshness, quality and value of fresh produce and to maximize the percentage of produce supplied to the market relative to the amount of produce grown. Its flagship product is the SmartFresh™ Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport. SmartFresh is currently commercialized in 45 countries worldwide. For more information, please visit http://www.agrofresh.com/home

Forward-Looking Statements

In addition to historical information, this release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this release that address

activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions (or the negative versions of such words or expressions). Forward-looking statements include, without limitation, information concerning the Company’s possible or assumed future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s management’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks include, without limitation, the risk that the business combination between the Company and The Dow Chemical Company (the “Business Combination”) disrupts current plans and operations; the Company’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; costs related to the Business Combination and/or related to operating AgroFresh as a stand-alone public company; changes in applicable laws or regulations, and the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors. Additional risks and uncertainties are identified and discussed in the Company’s filings with the SEC (available at www.sec.gov), including the definitive proxy statement filed on July 16, 2015 with the SEC in connection with the Business Combination and available at the SEC’s website at www.sec.gov.

Contact:

AgroFresh Solutions, Inc.

Erica Bartsch

Sloane & Company

+1 (212) 446-1875

ebartsch@sloanepr.com

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