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): June 3, 2019
Amyris, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34885 | 55-0856151 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 5885 Hollis Street, Suite 100, Emeryville, CA | 94608 | ||
| (Address of principal executive offices) | (Zip Code) |
| (510) 450-0761 | ||
| (Registrant’s telephone number, including area code) | ||
| (Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | AMRS | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 4, 2019, Amyris, Inc. (the “ Company ”) announced that the Board of Directors of the Company had appointed Jonathan Wolter to serve as the Company’s Interim Chief Financial Officer, reporting to the Company’s Chief Executive Officer, effective June 3, 2019, and that Kathleen Valiasek had been reassigned from her role as the Company’s Chief Financial Officer to a new role as Chief Business Officer of the Company, effective June 3, 2019.
Mr. Wolter is a partner at FLG Partners, LLC (“ FLG Partners ”), a leading Silicon Valley chief financial officer services and board advisory consultancy firm. Mr. Wolter, age 68, has over 40 years of financial and operational experience and has been a partner at FLG Partners since August 2004, during which time he has served as chief financial officer and advisor for multiple public and private companies. Prior to joining FLG Partners, Mr. Wolter served as Chief Financial Officer of KPMG Consulting, Latin America, and International Controller with KPMG Consulting, and has held senior financial management positions with several publicly-traded companies.
Mr. Wolter commenced service as the Company’s Interim Chief Financial Officer on June 3, 2019 pursuant to a consulting agreement between the Company and FLG Partners (the “ FLG Consulting Agreement ”). Pursuant to the FLG Consulting Agreement, the Company will pay FLG Partners $450 per hour for its expected short-term engagement of Mr. Wolter's services as Interim Chief Financial Officer of the Company. The FLG Consulting Agreement also requires the Company to indemnify Mr. Wolter and FLG Partners in connection with Mr. Wolter’s performance of services for the Company. The FLG Consulting Agreement has an indefinite term and is terminable by either party upon 30 days’ advance written notice.
The Company intends to enter into an indemnification agreement with Mr. Wolter in the form that it has entered into with its other executive officers and that is filed as Exhibit 10.01 to the Company’s registration statement on Form S-1 (File No. 333-166135). The indemnification agreement and the Company’s restated certificate of incorporation, as amended, and restated bylaws require the Company to indemnify its executive officers to the fullest extent permitted by Delaware law.
Other than the indemnification described herein, Mr. Wolter has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor are any such transactions currently proposed.
There are no family relationships between Mr. Wolter and any of the Company’s directors or executive officers.
| Item 7.01 | Regulation FD Disclosure. |
On June 4, 2019, the Company issued a press release regarding the matters discussed herein, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is furnished herewith:
|
Exhibit
Number |
Description |
| 99.1 | Press release issued June 4, 2019 |
SIGNATURES
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.
| AMYRIS, INC. | |||
| Date: June 4, 2019 | By: | /s/ Nicole Kelsey | |
| Nicole Kelsey | |||
| General Counsel and Secretary | |||
EXHIBIT 99.1
Amyris Appoints Kathleen Valiasek Chief Business Officer –
Appoints Jonathan Wolter as Interim CFO
FLG Partners Veteran Finance Professional to Ensure Smooth Transition and Execution of SEC Filings Compliance Process
EMERYVILLE, Calif., (June 4, 2019) -- Amyris, Inc. (Nasdaq:AMRS), a leader in the development and production of sustainable ingredients for the Health & Wellness, Clean Beauty and Flavors & Fragrances markets, today announced the appointment of Kathleen Valiasek, formerly Chief Financial Officer, to Chief Business Officer effective immediately. Valiasek will assume a dedicated role of furthering the company’s strategy of collaborating with large, well-funded partners to grow the company’s business. Simultaneously, she will continue to oversee the company’s financing and investor relations activities.
“The board and I appreciate the many significant contributions Kathy has made in her role as CFO including her leadership of our entry into cannabinoids. We are looking forward to her leadership in further advancing this business as we become one of the world’s leading producers of CBD,” said John Melo Amyris President & CEO.
Continued Melo, “We welcome Jonathan aboard and look forward to leveraging his significant experience to support our accounting and financial reporting compliance needs as our business continues to grow and expand in the markets we serve.”
“After experiencing the power of Amyris’s technology platform and the ability to leverage it to disrupt multiple markets through partnerships, I’m excited to take on my new role driving growth and strengthening the company’s position in our chosen markets,” said Kathy Valiasek, Chief Business Officer. “I look forward to supporting Amyris in maintaining its market leadership in clean ingredients while improving the health of people and our planet through the greater availability of clean, safe and efficacious sustainable products.”
The company also announced today that it has appointed Jonathan Wolter as Interim CFO. In this capacity, Wolter will focus primarily upon and assist with completing the Company’s audit procedures and process of finalizing and filing its 2018 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for first-quarter 2019 to bring Amyris into compliance with Securities and Exchange Commission regulations and Nasdaq listing requirements as quickly as possible.
Wolter has extensive experience and expertise in financial management, operations, audit, controls, SEC reporting and compliance. Since 2004 he has served as a partner with FLG Partners where he has been retained as CFO by the boards of multiple public and private companies. Prior to joining FLG, Wolter was International Controller with KPMG Consulting where he also served as CFO of the firm’s Latin America operations. Previously, he held CFO and controller roles with public and private companies and also served as senior audit manager with Arthur Andersen & Co. His experience spans the biotechnology, technology, electronics, manufacturing, engineering, and banking sectors
About Amyris
Amyris is the integrated renewable products company that is enabling the world’s leading brands to achieve sustainable growth. Amyris applies its innovative bioscience solutions to convert plant sugars into hydrocarbon molecules and produce specialty ingredients and consumer products. The company is delivering its No Compromise® products across a number of markets, including specialty and performance chemicals, flavors and fragrances, cosmetics ingredients, and pharmaceuticals and nutraceuticals. More information about the company is available at www.amyris.com .
About FLG Partners, LLC
Founded in 2004, FLG Partners is the leader in CFO solutions and CEO and Board advisory services in Silicon Valley and the Western U.S. FLG delivers financial and operational leadership to companies ranging from startups to multi-billion-dollar public and private companies across multiple industry sectors from technology, SaaS, life sciences, consumer products, and manufacturing. FLG Partners' engagements span interim or permanent CFO and C-suite leadership roles, CFO consulting, board directorships and board advisory and performance consulting. With a cumulative total of over 650 years of CFO experience, FLG’s partners bring outstanding expertise, independence and objective leadership and industry best-practices to clients in business planning and execution; fundraising and financing; SEC reporting, tax and regulatory compliance; mergers, acquisitions and divestitures; and company turnarounds and restructurings. Over the course of their careers, FLG’s partners have completed approximately 250 M&A transactions, 100+ IPOs and secondary offerings, 100+ divestiture transactions and have raised $13 billion in equity and $12 billion in debt for their companies. For more information, visit flgpartners.com .
Amyris, the Amyris logo and No Compromise are trademarks or registered trademarks of Amyris, Inc. in the U.S. and/or other countries.
Contact:
Peter DeNardo
Director, Investor Relations and Corporate Communications
Amyris, Inc.
+1 (510) 740-7481
investor@amyris.com