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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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55-0856151
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5885 Hollis Street, Suite 100, Emeryville, California
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94608
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(Address of principal executive office)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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Partnering with industry leaders helps us identify and develop molecules that address critical supply or performance needs for global markets, while receiving collaboration payments for technology access and research and development.
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We use our manufacturing capabilities to produce the collaboration target molecules and sell them to our partners.
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We participate in value-sharing arrangements based on the cost/benefits to our partners of using the molecules we develop.
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identifying new target molecules;
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creating new microbial strains capable of producing the target molecules;
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increasing product yield and productivity from microbial strains through strain modification or fermentation process improvements; and,
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translating these steps from lab to commercial scale production consistently.
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1.
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Identifying target molecules
.
We start our process by identifying, usually based on input from collaborators, a commercial application for which we can deliver an attractive No Compromise solution. We identify the key molecular properties that are essential to product performance in a specific commercial application and then analyze the chemical structures that drive those key performance characteristics. Finally, we identify target molecules or derivatives of molecules that contain these key chemical structures and that may be produced by our yeast strains.
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2.
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Developing initial strains/proof of concept
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We identify the steps required for the target molecule's production in a biological pathway. We then seek to design a pathway to produce the target, either directly or by producing a molecule that can, through simple chemical steps, be synthesized, or converted, into the target. Once this pathway is identified, we undertake to engineer it into our yeast strains by employing the processes discussed below.
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3.
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Improving strain performance and process development.
To produce the target molecules at industrial scale, a yeast strain must be improved to increase its level of efficiency of production. Initially, we focus primarily on
yield
, a measure of the amount of product produced by a defined amount of sugar as the means to improve strain output. As we advance in our scale up and commercial scale process development, we also seek to improve production output through improvements in strain
productivity
, the rate at which our product is produced by a given yeast strain, and
titer
, the concentration of product in the fermentation broth. In addition, we seek to develop processes to improve production recovery efficiency, including separation efficiency, a measure of the amount of product that is captured from a fermentation run, cycle-time, which is the time needed to run a full fermentation cycle, and the evolution of batch process methods to semi-continuous and continuous production methods.
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4.
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Moving production from lab to commercial scale.
Once we have established a pathway and verified that it can produce the target molecule, the yeast strain must be improved to increase the level of efficiency of production, and tested for performance in larger-volume facilities, before it is implemented at our larger-scale manufacturing facilities. Our infrastructure to support this scale-up process includes lab-scale fermenters, operating pilot plants in our facilities in Emeryville, California and Campinas, Brazil, and two 5,000-liter fermenters in our Campinas demonstration facility. Each of these stages mimic the conditions found in larger scale fermentation so that our findings may translate predictably from lab scale to pilot and ultimately to commercial scale.
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Jet Fuel
. Our drop-in, renewable jet fuel is compliant with Jet A/A-1 fuel specifications and outperforms conventional petroleum-derived fuel in a range of performance metrics, including fit for purpose and greenhouse gas emission reduction potential, without compromising on performance quality. In 2014, following extensive testing, we received industry acceptance and regulatory approval for our renewable jet fuel in key U.S., European and Brazilian markets. In late 2014, we began selling our renewable jet fuel to airlines, with initial commercial flights underway in Europe.
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Diesel
. Our renewable diesel’s properties are superior to those of petroleum diesel, allowing it to be used as a drop-in replacement in practically any diesel engine today. In Brazil, Diesel de Cana is used daily by approximately 400 public transit buses in São Paulo and Rio de Janeiro, the country’s largest cities. To date, these buses have logged over 30 million kilometers with a blend of Diesel de Cana. Tests carried out by Mercedes-Benz and MAN in Brazil show a significant reduction in the emissions of particulate matter (PM) and oxides of nitrogen (NOx) with as little as 10% blends of Amyris Renewable Diesel in standard low sulfur diesel. The US Maritime Division and US Department of Transportation have validated our diesel as a renewable blend with maritime diesel fuel.
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product price;
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product performance and other measures of quality;
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infrastructure compatibility of products;
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sustainability; and
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dependability of supply.
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By design, our diesel is a hydrocarbon of similar size to many of the hydrocarbons in petroleum-sourced diesel fuel. Due to the similarity of its chemical composition to that of existing petroleum-sourced diesel, our product has the properties required of diesel fuel and thereby satisfies the ASTM D975 Table 1 specifications for petroleum-derived diesel fuel oils. The EPA, has registered our diesel for use as a 35% blend rate with petroleum diesel in highway vehicles and non-road equipment and we are working to obtain registration for a higher blend with petroleum diesel, which compares to a typical 3-10% blend of other bio-diesel products with petroleum diesel.
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In Europe, we obtained REACH registration for importing/manufacturing up to 1,000 metric tons of farnesane (our diesel fuel) per year and are pursuing data validation for greater volumes. REACH registration is required for the sale and use of our fuels within the applicable European jurisdictions.
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We have received required approvals with ANP for specific uses of our fuel in Brazil and have registered our diesel fuel with the CARB and are pursuing registration or approvals with other relevant regulatory bodies.
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Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the company, including employees involved in general and administrative, research and development, and production activities.
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Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.
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Reduce production activity at our Brotas facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers.
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Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors.
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Reduce or delay uncommitted capital expenditures, including non-essential facility and lab equipment, and information technology projects.
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Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities.
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Achieve planned production levels;
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Develop and commercialize products within planned timelines or at planned scales; and
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Continue other core activities.
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$48.3 million of convertible promissory notes with a conversion price of $7.0682 per share, which were issued under agreements signed in 2012, including the arrangement with Total for research and development-related funding,
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$30.0 million of convertible promissory notes with a conversion price of $3.08 per share and, $10.85 million of convertible promissory notes with a conversion price of $4.11 per share, all of which were issued pursuant to our arrangement with Total for research and development-related funding,
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$57.4 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.44 per share issued under the first tranche of the August 2013 Financing (or Tranche I Notes),
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$34.0 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.87 per share issued under the second tranche of the August 2013 Financing (or Tranche II Notes), and
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$75.0 million in convertible promissory notes that are convertible into common stock at a conversion price of $3.74 per share issued in the144A Offering.
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we will be required to use a substantial portion of our cash flow from operations to pay principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts, acquisitions, investments and strategic alliances and other general corporate requirements;
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our substantial leverage increases our vulnerability to economic downturns and adverse competitive and industry conditions and could place us at a competitive disadvantage compared to those of our competitors that are less leveraged;
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our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and our industry and could limit our ability to pursue other business opportunities, borrow more money for operations or capital in the future and implement our business strategies;
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our level of indebtedness and the covenants within our debt instruments may restrict us from raising additional financing on satisfactory terms to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and other general corporate requirements; and
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and our substantial leverage may make it difficult for us to attract additional financing when needed.
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we will generate sufficient cash inflows from collaborations;
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our business will generate sufficient cash flow from operations;
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we will realize cost savings, revenue growth and operating improvements resulting from the execution of our long-term plan; or
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future sources of funding will be available to us in amounts or on the terms sufficient to enable us to fund our liquidity needs.
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product price;
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product performance and other measures of quality;
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infrastructure compatibility of products;
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sustainability; and
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dependability of supply.
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delays or failures in securing licenses, permits or other governmental approvals necessary to build and operate facilities and use our yeast strains to produce products;
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rapid consolidation in the sugar and ethanol industries in Brazil, which could result in a decrease in competition;
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political, economic, diplomatic or social instability in or affecting Brazil;
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changing interest rates;
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tax burden and policies;
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effects of changes in currency exchange rates;
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exchange controls and restrictions on remittances abroad;
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inflation;
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land reform movements;
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changes in labor related policies;
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export or import restrictions that limit our ability to move our products out of Brazil or interfere with the import of essential materials into Brazil;
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changes in, or interpretations of foreign regulations that may adversely affect our ability to sell our products or repatriate profits to the United States;
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tariffs, trade protection measures and other regulatory requirements;
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successful compliance with United States and foreign laws that regulate the conduct of business abroad;
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an inability, or reduced ability, to protect our intellectual property in Brazil including any effect of compulsory licensing imposed by government action; and
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difficulties and costs of staffing and managing foreign operations.
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achievement, or failure, with respect to technology, product development or manufacturing milestones needed to allow us to enter identified markets on a cost effective basis;
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delays or greater than anticipated expenses associated with the completion or commissioning of new production facilities, or the time to ramp up and stabilize production following completion of a new production facility or the transition to, and ramp up of, producing new molecules at our existing facilities;
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delays or greater than anticipated expenses associated with the producing new molecules at our existing facilities;
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impairment of assets based on shifting business priorities and working capital limitations;
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disruptions in the production process at any manufacturing facility, including disruptions due to seasonal or unexpected downtime at our facilities as a result of feedstock availability, contamination, safety or other issues or other technical difficulties or the scheduled downtime at our facilities as a result of transitioning our equipment to the production of different molecules;
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losses of, or inability to secure new, major customers, suppliers, distributors or collaboration partners;
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losses associated with producing our products as we ramp to commercial production levels;
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failure to recover value added tax (or VAT) that we currently reflect as recoverable in our financial statements (e.g., due to failure to meet conditions for reimbursement of VAT under local law);
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the timing, size and mix of sales to customers for our products;
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increases in price or decreases in availability of feedstock;
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the unavailability of contract manufacturing capacity altogether or at reasonable cost;
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exit costs associated with terminating contract manufacturing relationships;
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fluctuations in foreign currency exchange rates;
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gains or losses associated with our hedging activities;
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change in the fair value of derivative instruments;
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fluctuations in the price of and demand for sugar, ethanol, and petroleum-based and other products for which our products are alternatives;
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seasonal variability in production and sales of our products;
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competitive pricing pressures, including decreases in average selling prices of our products;
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unanticipated expenses or delays associated with changes in governmental regulations and environmental, health, labor and safety requirements;
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reductions or changes to existing fuel and chemical regulations and policies;
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departure of executives or other key management employees resulting in transition and severance costs;
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our ability to use our net operating loss carryforwards to offset future taxable income;
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business interruptions such as earthquakes and other natural disasters;
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our ability to integrate businesses that we may acquire;
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our ability to successfully collaborate with business venture partners;
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risks associated with the international aspects of our business; and
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changes in general economic, industry and market conditions, both domestically and in our foreign markets.
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manage multiple research and development programs;
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operate multiple manufacturing facilities around the world;
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develop and improve our operational, financial and management controls;
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enhance our reporting systems and procedures;
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recruit, train and retain highly skilled personnel;
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develop and maintain our relationships with existing and potential business partners;
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maintain our quality standards; and
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maintain customer satisfaction.
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we or our licensors were the first to make the inventions covered by each of our issued patents and pending patent applications;
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we or our licensors were the first to file patent applications for these inventions;
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others will independently develop similar or alternative technologies or duplicate any of our technologies;
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any of our or our licensors' patents will be valid or enforceable;
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any patents issued to us or our licensors will provide us with any competitive advantages, or will be challenged by third parties;
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we will develop additional proprietary products or technologies that are patentable; or
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the patents of others will have an adverse effect on our business.
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infringement and other intellectual property claims, which could be costly and time consuming to litigate, whether or not the claims have merit, and which could delay getting our products to market and divert management attention from our business;
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substantial damages for past infringement, which we may have to pay if a court determines that our product candidates or technologies infringe a third party's patent or other proprietary rights;
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a court prohibiting us from selling or licensing our technologies or future products unless the holder licenses the patent or other proprietary rights to us, which it is not required to do; and
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if a license is available from a third party, such third party may require us to pay substantial royalties or grant cross licenses to our patents or proprietary rights.
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fluctuations in our financial results or outlook or those of companies perceived to be similar to us;
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changes in estimates of our financial results or recommendations by securities analysts;
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changes in market valuations of similar companies;
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changes in the prices of commodities associated with our business such as sugar, ethanol and petroleum or changes in the prices of commodities that some of our products may replace, such as oil and other petroleum sourced products;
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changes in our capital structure, such as future issuances of securities or the incurrence of debt;
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announcements by us or our competitors of significant contracts, acquisitions or strategic alliances;
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regulatory developments in the United States, Brazil, and/or other foreign countries;
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litigation involving us, our general industry or both;
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additions or departures of key personnel;
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investors' general perception of us; and
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changes in general economic, industry and market conditions.
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our executive officers and directors and their affiliates (including Total) together held approximately 42% of our outstanding common stock;
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Total held approximately 20.5% of our outstanding common stock; and
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two of the largest holders of outstanding common stock after Total (Temasek and Biolding Investment SA (or Biolding), each of whom has a designee on our Board of Directors) together held approximately 25.9% of our outstanding common stock.
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a staggered board of directors;
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authorizing the board of directors to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;
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authorizing the board of directors to amend our bylaws and to fill board vacancies until the next annual meeting of the stockholders;
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prohibiting stockholder action by written consent;
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limiting the liability of, and providing indemnification to, our directors and officers;
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eliminating the ability of our stockholders to call special meetings; and
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requiring advance notification of stockholder nominations and proposals.
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Name
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Age
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Position
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Executive Officers:
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John Melo
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48
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Director, President and Chief Executive Officer
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Raffi Asadorian
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45
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Chief Financial Officer
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Joel Cherry, Ph.D.
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54
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President of Research and Development
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Nicholas Khadder
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41
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General Counsel and Corporate Secretary
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9/28/2010
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12/31/2010
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3/31/2011
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6/30/2011
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9/30/2011
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12/31/2011
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3/31/2012
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6/30/2012
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9/30/2012
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12/31/2012
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3/31/2013
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6/31/2013
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9/30/2013
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12/31/2013
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3/31/2014
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6/30/2014
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9/30/2014
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12/31/2014
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Amyris, Inc.
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31
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27
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21
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$
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19
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14
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32
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$
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23
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$
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23
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$
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23
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$
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12
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S&P SmallCap 600 Index
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100
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$
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116
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$
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124
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$
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124
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116
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129
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124
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130
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133
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148
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153
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187
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177
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194
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NASDAQ Clean Edge Green Energy Index
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$
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100
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109
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$
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112
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$
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102
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66
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64
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72
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$
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62
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$
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59
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$
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63
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$
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74
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$
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94
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$
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108
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$
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119
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$
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135
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$
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136
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$
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127
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$
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115
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(1)
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This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of Amyris, Inc. under the Securities Act of 1933, as amended.
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$48.3 million of convertible promissory notes with a conversion price of $7.0682 per share, which were originally issued under agreements signed in 2012, including the arrangement with Total for research and development-related funding. These notes were exchanged on December 2, 2013 as part of the establishment of a joint venture and the conversion terms of the new notes were generally identical to the terms of the notes that were cancelled, except that the new notes are secured by certain of our shares in the joint venture.
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$30.0 million of convertible promissory notes with a conversion price of $3.08 per share pursuant to our arrangement with Total for research and development-related funding. These notes were sold on June 6, 2013 and July 26, 2013 for $10.0 million and $20.0 million, respectively.
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$57.4 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.44 per share issued under the first tranche of the August 2013 Financing. These notes were sold on October 16, 2013. In addition, in connection with the initial closing of the August 2013 Financing, we issued to Maxwell (Mauritius) Pte Ltd, (or Temasek) a warrant to purchase 1,000,000 shares of our common stock at an exercise price of $0.01 per share, exercisable if and to the extent Total converts certain preexisting convertible promissory notes. We may undertake further equity or debt offerings in the future in order to grow our business or fund operations. To the extent we issue further common stock, convertible promissory notes or other equity instruments, such issuances may cause further dilution to our existing stockholders.
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$34.0 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.87 per share issued under the second tranche of the August 2013 Financing. On December 24, 2013, we agreed to sell approximately $34.0 million of convertible promissory notes in the second tranche of the August 2013 Financing (or Tranche II Notes) for an aggregate offering price of $34.0 million, including new cash proceeds of approximately $28.0 million, and cancellation by Total of previously outstanding convertible promissory notes (approximately $6.0 million). We sold and issued these notes on January 15, 2014. The notes are due sixty months from the date of issuance and are convertible into shares of our common stock at a conversion price equal to $2.87 per share, subject to adjustment as described below. Specifically, the notes are convertible at the option of the holder (i) at any time 12 months after issuance, (ii) on a change of control, and (iii) upon the occurrence of an event of default. The conversion price of these notes is subject to adjustment (a) according to proportional adjustments to outstanding common stock in case of certain dividends and distributions, (b) according to anti-dilution provisions, and (c) with respect to such notes held by any purchaser other than Total, in the event that Total exchanges existing convertible notes for new securities of the company in connection with future financing transactions in excess of its pro rata amount. The purchasers have a right to require repayment of 101% of the principal amount of the Tranche II Notes in the event of a change of control and the notes provide for payment of unpaid interest on conversion following such a change of control if the purchasers do not require such repayment.
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•
|
$75.0 million in convertible promissory notes that are convertible into common stock at a conversion price of $3.74 per share issued in the144A Offering. On May 22, 2014, we entered into a purchase agreement with Morgan Stanley & Co. LLC, as the initial purchaser (or the Initial Purchaser), relating to the sale of $75.0 million aggregate principal amount of its 6.50% Convertible Senior Notes due 2019 (or the 144A Notes) to the Initial Purchaser in a private placement, and for initial resale by the Initial Purchaser to certain qualified institutional buyers (or the Rule 144A Convertible Note Offering). In addition, the Company granted the Initial Purchaser an option to purchase up to an additional $15.0 million aggregate principal amount of 144A Notes, which option expired according to its terms. Under the terms of the 144A Purchase Agreement, the Company agreed to customary indemnification of the Initial Purchaser against certain liabilities. The Notes were issued pursuant to an Indenture, dated as of May 29, 2014 (or the Indenture), between the Company and Wells Fargo Bank, National Association, as trustee. The net proceeds from the offering of the 144A Notes were approximately $72.0 million after payment of the Initial Purchaser’s discounts and offering expenses. In addition, in connection with obtaining a waiver from Total of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by the Company for new notes issued in the offering, the Company used approximately $9.7 million of the net proceeds to repay previously issued notes (representing the amount of 144A Notes purchased by Total from the Initial Purchaser). Certain of the Company's affiliated entities, including Total, Temasek and funds affiliated with John Doerr, purchased $24.7 million in aggregate principal amount of 144A Notes from the Initial Purchaser. The 144A Notes bear interest at a rate of 6.50% per year, payable semiannually in arrears on May 15 and November 15 of each year, with the first such interest payment made on November 15, 2014. The 144A Notes will mature on May 15, 2019 unless earlier converted or repurchased. The 144A Notes are convertible into shares of the Company's common stock at any time prior to the close of business day on May 15, 2019. The 144A Notes will have an initial conversion rate of 267.0370 shares of Common Stock per $1,000 principal amount of 144A Notes (subject to adjustment in certain circumstances). This represents an initial effective conversion price of approximately $3.74 per share of common stock. For any conversion on or after May 15, 2015, in the event that the last reported sale price of the Company’s common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending within five trading days immediately prior to the date the Company receives a notice of conversion exceeds the conversion price of $3.74 per share on each such trading day, the holders, in addition to the shares deliverable upon conversion, will be entitled to receive a cash payment equal to the present value of the remaining scheduled payments of interest that would have been made on the 144A Notes being converted from the conversion date to the earlier of the date that is three years after the date the Company receives such notice of conversion and maturity (May 15, 2019). In the event of a fundamental change, as defined in the Indenture, holders of the 144A Notes may require the Company to purchase all or a portion of the 144A Notes at a price equal to 100% of the principal amount of the 144A Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the 144A Notes who convert their 144A Notes in connection with a make-whole fundamental change will receive additional shares representing the present value of the remaining interest payments which will be computed using a discount rate of 0.75%. If a holder of 144A Notes elects to convert their 144A Notes prior to the effective date of any make-whole fundamental change, such holder will not be entitled to an increased conversion rate in connection with such conversion.
|
•
|
$21.7 million of convertible promissory notes with a conversion price of $4.11 per share pursuant to our arrangement with Total for research and development funding ($10.85 million of such $21.7 million was issued in a second installment to Total in January 2015). On July 31, 2014 and January 30, 2015, we sold $10.85 million and $10.85 million of 1.5% Senior Unsecured Convertible Notes Due 2017, respectively for the aggregate amount of $21.7 million in cash. These notes have a March 1, 2017 maturity date and a conversion price equal to $4.11 per share of our common stock. The conversion price of these notes is subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions. Total, the holder of these notes, has a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of Amyris, and the notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such repayment.
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In Thousands)
|
||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, investments and restricted cash
|
$
|
45,041
|
|
|
$
|
9,944
|
|
|
$
|
31,644
|
|
|
$
|
103,592
|
|
|
$
|
257,933
|
|
Working capital
(2)
|
$
|
33,606
|
|
|
$
|
(382
|
)
|
|
$
|
3,668
|
|
|
$
|
47,205
|
|
|
$
|
242,818
|
|
Property, plant and equipment, net
|
$
|
118,980
|
|
|
$
|
140,591
|
|
|
$
|
163,121
|
|
|
$
|
128,101
|
|
|
$
|
54,847
|
|
Total assets
|
$
|
216,183
|
|
|
$
|
198,864
|
|
|
$
|
242,834
|
|
|
$
|
320,111
|
|
|
$
|
357,453
|
|
Derivative liabilities
|
$
|
59,736
|
|
|
$
|
134,717
|
|
|
$
|
9,261
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total indebtedness
(1)
|
$
|
233,277
|
|
|
$
|
153,305
|
|
|
$
|
106,774
|
|
|
$
|
47,660
|
|
|
$
|
12,590
|
|
Total equity (deficit)
|
$
|
(125,063
|
)
|
|
$
|
(135,848
|
)
|
|
$
|
66,229
|
|
|
$
|
160,812
|
|
|
$
|
307,548
|
|
(1)
|
Total indebtedness as of
December 31, 2014, 2013, 2012, 2011 and 2010
includes
$0.8 million
,
$1.2 million
,
$2.6 million
,
$6.3 million
, and
$5.9 million
, respectively, in capital lease obligations, zero
,
zero
, $1.6 million,
$3.1 million
, and
$5.7 million
, respectively, in notes payable,
$21.1 million
, $25.3 million, $26.2 million, $19.4 million and $1.0 million, respectively, in loans payable,
$35.7 million
, $8.8 million, $12.4 million, $18.9 million, and zero, respectively, in credit facilities. Total indebtedness as of December 31, 2014, 2013 and 2012 also included
$60.4 million
, $28.5 million and $25.0 million, respectively, in convertible notes and
$115.2 million
,
|
(2)
|
Including cash and cash equivalents, investments and restricted cash.
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2014
|
|
2013
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Renewable product sales
|
|
$
|
22,793
|
|
|
$
|
14,428
|
|
|
$
|
8,365
|
|
|
58
|
%
|
Related party renewable product sales
|
|
646
|
|
|
1,380
|
|
|
(734
|
)
|
|
(53
|
)%
|
|||
Total product sales
|
|
$
|
23,439
|
|
|
$
|
15,808
|
|
|
7,631
|
|
|
48
|
%
|
|
Grants and collaborations revenue
|
|
19,835
|
|
|
22,664
|
|
|
(2,829
|
)
|
|
(12
|
)%
|
|||
Related party grants and collaborations revenue
|
|
—
|
|
|
2,647
|
|
|
(2,647
|
)
|
|
(100
|
)%
|
|||
Total grants and collaborations revenue
|
|
19,835
|
|
|
25,311
|
|
|
(5,476
|
)
|
|
(22
|
)%
|
|||
Total revenues
|
|
$
|
43,274
|
|
|
$
|
41,119
|
|
|
$
|
2,155
|
|
|
5
|
%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2014
|
|
2013
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Cost of products sold
|
|
$
|
33,202
|
|
|
$
|
38,253
|
|
|
$
|
(5,051
|
)
|
|
(13
|
)%
|
Loss on purchase commitments and write-off of property, plant and equipment
|
|
1,769
|
|
|
9,366
|
|
|
(7,597
|
)
|
|
(81
|
)%
|
|||
Impairment of intangible assets
|
|
3,035
|
|
|
—
|
|
|
3,035
|
|
|
nm
|
|
|||
Research and development
|
|
49,661
|
|
|
56,065
|
|
|
(6,404
|
)
|
|
(11
|
)%
|
|||
Sales, general and administrative
|
|
55,435
|
|
|
57,051
|
|
|
(1,616
|
)
|
|
(3
|
)%
|
|||
Total cost and operating expenses
|
|
$
|
143,102
|
|
|
$
|
160,735
|
|
|
$
|
(17,633
|
)
|
|
(11
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2014
|
|
2013
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
387
|
|
|
$
|
162
|
|
|
$
|
225
|
|
|
139
|
%
|
Interest expense
|
|
(28,949
|
)
|
|
(9,107
|
)
|
|
(19,842
|
)
|
|
218
|
%
|
|||
Gain (loss) from change in fair value of derivative instruments
|
|
144,138
|
|
|
(84,726
|
)
|
|
228,864
|
|
|
(270
|
)%
|
|||
Loss from extinguishment of debt
|
|
(10,512
|
)
|
|
(19,914
|
)
|
|
9,402
|
|
|
(47
|
)%
|
|||
Other income (expense), net
|
|
336
|
|
|
(2,553
|
)
|
|
2,889
|
|
|
(113
|
)%
|
|||
Total other income (expense)
|
|
$
|
105,400
|
|
|
$
|
(116,138
|
)
|
|
$
|
221,538
|
|
|
(191
|
)%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
2013
|
|
2012
|
|
|||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Renewable product sales
|
|
$
|
14,428
|
|
|
$
|
10,802
|
|
|
$
|
3,626
|
|
|
34
|
%
|
Related party renewable product sales
|
|
1,380
|
|
|
—
|
|
|
1,380
|
|
|
nm
|
|
|||
Ethanol and ethanol-blended gasoline
|
|
—
|
|
|
38,836
|
|
|
(38,836
|
)
|
|
(100
|
)%
|
|||
Total product sales
|
|
15,808
|
|
|
49,638
|
|
|
(33,830
|
)
|
|
(68
|
)%
|
|||
Grants and collaborations revenue
|
|
22,664
|
|
|
14,281
|
|
|
8,383
|
|
|
59
|
%
|
|||
Related party grants and collaborations revenue
|
|
2,647
|
|
|
9,775
|
|
|
(7,128
|
)
|
|
(73
|
)%
|
|||
Total grants and collaborations revenue
|
|
25,311
|
|
|
24,056
|
|
|
1,255
|
|
|
5
|
%
|
|||
Total revenues
|
|
$
|
41,119
|
|
|
$
|
73,694
|
|
|
$
|
(32,575
|
)
|
|
(44
|
)%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2013
|
|
2012
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Cost of products sold
|
|
$
|
38,253
|
|
|
$
|
77,314
|
|
|
$
|
(39,061
|
)
|
|
(51
|
)%
|
Loss on purchase commitments and write-off of property, plant and equipment
|
|
9,366
|
|
|
45,854
|
|
|
(36,488
|
)
|
|
(80
|
)%
|
|||
Research and development
|
|
56,065
|
|
|
73,630
|
|
|
(17,565
|
)
|
|
(24
|
)%
|
|||
Sales, general and administrative
|
|
57,051
|
|
|
78,718
|
|
|
(21,667
|
)
|
|
(28
|
)%
|
|||
Total cost and operating expenses
|
|
$
|
160,735
|
|
|
$
|
275,516
|
|
|
$
|
(114,781
|
)
|
|
(42
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2013
|
|
2012
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
162
|
|
|
$
|
1,472
|
|
|
$
|
(1,310
|
)
|
|
(89
|
)%
|
Interest expense
|
|
(9,107
|
)
|
|
(4,926
|
)
|
|
(4,181
|
)
|
|
85
|
%
|
|||
Gain (loss) from change in fair value of derivative instruments
|
|
(84,726
|
)
|
|
1,790
|
|
|
(86,516
|
)
|
|
nm
|
|
|||
Loss from extinguishment of debt
|
|
(19,914
|
)
|
|
(920
|
)
|
|
(18,994
|
)
|
|
nm
|
|
|||
Other expense, net
|
|
(2,553
|
)
|
|
(646
|
)
|
|
(1,907
|
)
|
|
295
|
%
|
|||
Total other income (expense)
|
|
$
|
(116,138
|
)
|
|
$
|
(3,230
|
)
|
|
$
|
(112,908
|
)
|
|
nm
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Dollars in thousands)
|
||||||
Working capital (deficit), excluding cash and cash equivalents
|
|
$
|
(8,441
|
)
|
|
$
|
(7,250
|
)
|
Cash and cash equivalents and short-term investments
|
|
$
|
43,422
|
|
|
$
|
8,296
|
|
Debt and capital lease obligations
|
|
$
|
233,277
|
|
|
$
|
153,305
|
|
Accumulated deficit
|
|
$
|
(819,152
|
)
|
|
$
|
(821,438
|
)
|
|
Years Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
2012
|
|||||
|
(Dollars in thousands)
|
|||||||||
Net cash used in operating activities
|
$
|
(84,708
|
)
|
|
(105,859
|
)
|
|
$
|
(150,872
|
)
|
Net cash provided by (used in) investing activities
|
(9,831
|
)
|
|
(10,337
|
)
|
|
(49,644
|
)
|
||
Net cash provided by financing activities
|
130,921
|
|
|
91,181
|
|
|
138,117
|
|
•
|
Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the Company, including employees involved in general and administrative, research and development, and production activities.
|
•
|
Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.
|
•
|
Reduce production activity at our Brotas facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers.
|
•
|
Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors.
|
•
|
Reduce or delay uncommitted capital expenditures, including non-essential facility and lab equipment, and information technology projects.
|
•
|
Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities.
|
•
|
Achieve planned production levels;
|
•
|
Develop and commercialize products within planned timelines or at planned scales; and
|
•
|
Continue other core activities.
|
•
|
We are required to share with FINEP the costs associated with the FINEP Project. At a minimum, we are required to contribute approximately
R$14.5 million
(
US$5.5 million
based on the exchange rate as of
December 31, 2014
) of which
R$11.1 million
was contributed prior to the release of the second disbursement. All four disbursements were completed and we have fulfilled all of our cost sharing obligations;
|
•
|
After the release of the first disbursement, prior to any subsequent drawdown from the FINEP Credit Facility, we were required to provide bank letters of guarantee of up to
R$3.3 million
in aggregate (approximately
US$1.2 million
based on the exchange rate as of
December 31, 2014
) before receiving the second installment in December 2012. We obtained the bank letters of guarantee from ABC; and
|
•
|
Amounts disbursed under the FINEP Credit Facility were required to be used towards the FINEP Project within 30 months after the contract execution.
|
|
|
Total
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
Thereafter
|
|||||||||
Principal payments on long-term debt
|
|
$
|
312,700
|
|
|
$
|
17,100
|
|
|
$
|
20,973
|
|
|
$
|
96,474
|
|
|
$
|
60,236
|
|
|
$
|
111,595
|
|
|
$
|
6,322
|
|
Interest payments on long-term debt, fixed rate
(1)
|
|
88,004
|
|
|
9,482
|
|
|
7,800
|
|
|
12,946
|
|
|
33,321
|
|
|
23,997
|
|
|
458
|
|
|||||||
Operating leases
|
|
58,613
|
|
|
6,694
|
|
|
6,564
|
|
|
6,565
|
|
|
6,653
|
|
|
6,791
|
|
|
25,346
|
|
|||||||
Principal payments on capital leases
|
|
816
|
|
|
541
|
|
|
250
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments on capital leases
|
|
54
|
|
|
39
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Terminal storage costs
|
|
102
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase obligations
(2)
|
|
2,871
|
|
|
1,407
|
|
|
442
|
|
|
985
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
463,160
|
|
|
$
|
35,365
|
|
|
$
|
36,044
|
|
|
$
|
116,995
|
|
|
$
|
100,247
|
|
|
$
|
142,383
|
|
|
$
|
32,126
|
|
(1)
|
Does not include any obligations related to make-whole interest or downround provisions. The fixed interest rates are more fully described in Note 5, "Debt" of our consolidated financial statements.
|
(2)
|
Purchase obligations include noncancellable contractual obligations and construction commitments of
$1.6 million
, of which
zero
have been accrued as loss on purchase commitments.
|
|
Page
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedules:
|
|
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
42,047
|
|
|
$
|
6,868
|
|
Short-term investments
|
1,375
|
|
|
1,428
|
|
||
Accounts receivable, net of allowance of $479 and $479, respectively
|
8,687
|
|
|
7,734
|
|
||
Related party accounts receivable
|
455
|
|
|
484
|
|
||
Inventories, net
|
14,506
|
|
|
10,888
|
|
||
Prepaid expenses and other current assets
|
6,534
|
|
|
9,518
|
|
||
Total current assets
|
73,604
|
|
|
36,920
|
|
||
Property, plant and equipment, net
|
118,980
|
|
|
140,591
|
|
||
Restricted cash
|
1,619
|
|
|
1,648
|
|
||
Equity and loans in affiliates
|
2,260
|
|
|
68
|
|
||
Other assets
|
13,635
|
|
|
10,517
|
|
||
Goodwill and intangible assets
|
6,085
|
|
|
9,120
|
|
||
Total assets
|
$
|
216,183
|
|
|
$
|
198,864
|
|
Liabilities and Deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,489
|
|
|
$
|
6,512
|
|
Deferred revenue
|
5,303
|
|
|
2,222
|
|
||
Accrued and other current liabilities
|
13,565
|
|
|
21,221
|
|
||
Capital lease obligation, current portion
|
541
|
|
|
956
|
|
||
Debt, current portion
|
17,100
|
|
|
6,391
|
|
||
Total current liabilities
|
39,998
|
|
|
37,302
|
|
||
Capital lease obligation, net of current portion
|
275
|
|
|
287
|
|
||
Long-term debt, net of current portion
|
100,122
|
|
|
56,172
|
|
||
Related party debt
|
115,239
|
|
|
89,499
|
|
||
Deferred rent, net of current portion
|
10,250
|
|
|
10,191
|
|
||
Deferred revenue, net of current portion
|
6,539
|
|
|
5,000
|
|
||
Derivative liabilities
|
59,736
|
|
|
134,717
|
|
||
Other liabilities
|
9,087
|
|
|
1,544
|
|
||
Total liabilities
|
341,246
|
|
|
334,712
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Stockholders’ deficit:
|
|
|
|
||||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock - $0.0001 par value, 300,000,000 and 200,000,000 shares authorized as of December 31, 2014 and 2013; 79,221,883 and 76,662,812 shares issued and outstanding as of December 31, 2014 and 2013, respectively
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
724,669
|
|
|
706,253
|
|
||
Accumulated other comprehensive loss
|
(29,977
|
)
|
|
(20,087
|
)
|
||
Accumulated deficit
|
(819,152
|
)
|
|
(821,438
|
)
|
||
Total Amyris, Inc. stockholders’ deficit
|
(124,452
|
)
|
|
(135,264
|
)
|
||
Noncontrolling interest
|
(611
|
)
|
|
(584
|
)
|
||
Total stockholders' deficit
|
(125,063
|
)
|
|
(135,848
|
)
|
||
Total liabilities and stockholders' deficit
|
$
|
216,183
|
|
|
$
|
198,864
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Renewable product sales
|
$
|
22,793
|
|
|
$
|
14,428
|
|
|
$
|
10,802
|
|
Related party renewable product sales
|
646
|
|
|
1,380
|
|
|
—
|
|
|||
Ethanol and ethanol-blended gasoline
|
—
|
|
|
—
|
|
|
38,836
|
|
|||
Total product sales
|
23,439
|
|
|
15,808
|
|
|
49,638
|
|
|||
Grants and collaborations revenue
|
19,835
|
|
|
22,664
|
|
|
14,281
|
|
|||
Related party grants and collaborations revenue
|
—
|
|
|
2,647
|
|
|
9,775
|
|
|||
Total grants and collaborations revenue
|
19,835
|
|
|
25,311
|
|
|
24,056
|
|
|||
Total revenues
|
43,274
|
|
|
41,119
|
|
|
73,694
|
|
|||
Cost and operating expenses
|
|
|
|
|
|
||||||
Cost of products sold
|
33,202
|
|
|
38,253
|
|
|
77,314
|
|
|||
Loss on purchase commitments and write-off of property, plant and equipment
|
1,769
|
|
|
9,366
|
|
|
45,854
|
|
|||
Impairment of intangible assets
|
3,035
|
|
|
—
|
|
|
—
|
|
|||
Research and development
|
49,661
|
|
|
56,065
|
|
|
73,630
|
|
|||
Sales, general and administrative
|
55,435
|
|
|
57,051
|
|
|
78,718
|
|
|||
Total cost and operating expenses
|
143,102
|
|
|
160,735
|
|
|
275,516
|
|
|||
Loss from operations
|
(99,828
|
)
|
|
(119,616
|
)
|
|
(201,822
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
387
|
|
|
162
|
|
|
1,472
|
|
|||
Interest expense
|
(28,949
|
)
|
|
(9,107
|
)
|
|
(4,926
|
)
|
|||
Gain (loss) from change in fair value of derivative instruments
|
144,138
|
|
|
(84,726
|
)
|
|
1,790
|
|
|||
Loss from extinguishment of debt
|
(10,512
|
)
|
|
(19,914
|
)
|
|
(920
|
)
|
|||
Other income (expense), net
|
336
|
|
|
(2,553
|
)
|
|
(646
|
)
|
|||
Total other income (expense)
|
105,400
|
|
|
(116,138
|
)
|
|
(3,230
|
)
|
|||
Income (loss) before income taxes and loss from investments in affiliates
|
5,572
|
|
|
(235,754
|
)
|
|
(205,052
|
)
|
|||
Benefit (provision) for income taxes
|
(495
|
)
|
|
847
|
|
|
(981
|
)
|
|||
Net income (loss) before loss from investments in affiliates
|
5,077
|
|
|
(234,907
|
)
|
|
(206,033
|
)
|
|||
Loss from investments in affiliates
|
(2,910
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
2,167
|
|
|
(234,907
|
)
|
|
(206,033
|
)
|
|||
Net (income) loss attributable to noncontrolling interest
|
119
|
|
|
(204
|
)
|
|
894
|
|
|||
Net income (loss) attributable to Amyris, Inc. common stockholders
|
$
|
2,286
|
|
|
$
|
(235,111
|
)
|
|
$
|
(205,139
|
)
|
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.03
|
|
|
$
|
(3.12
|
)
|
|
$
|
(3.62
|
)
|
Diluted
|
$
|
(0.90
|
)
|
|
$
|
(3.12
|
)
|
|
(3.62
|
)
|
|
Weighted-average shares of common stock outstanding used in computing net income (loss) per share of common stock:
|
|
|
|
|
|
||||||
Basic
|
78,400,098
|
|
|
75,472,770
|
|
|
56,717,869
|
|
|||
Diluted
|
121,859,441
|
|
|
75,472,770
|
|
|
56,717,869
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Comprehensive loss:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
2,167
|
|
|
$
|
(234,907
|
)
|
|
$
|
(206,033
|
)
|
Foreign currency translation adjustment, net of tax
|
(9,798
|
)
|
|
(7,191
|
)
|
|
(6,626
|
)
|
|||
Total comprehensive loss
|
(7,631
|
)
|
|
(242,098
|
)
|
|
(212,659
|
)
|
|||
Income (loss) attributable to noncontrolling interest
|
119
|
|
|
(204
|
)
|
|
894
|
|
|||
Foreign currency translation adjustment attributable to noncontrolling interest
|
(92
|
)
|
|
(89
|
)
|
|
(257
|
)
|
|||
Comprehensive loss attributable to Amyris, Inc.
|
$
|
(7,604
|
)
|
|
$
|
(242,391
|
)
|
|
$
|
(212,022
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
December 31, 2011
|
45,933,138
|
|
|
$
|
5
|
|
|
$
|
548,159
|
|
|
$
|
(381,188
|
)
|
|
$
|
(5,924
|
)
|
|
$
|
(240
|
)
|
|
$
|
160,812
|
|
Issuance of common stock upon exercise of stock options, net of restricted stock
|
1,441,676
|
|
|
—
|
|
|
1,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,509
|
|
||||||
Issuance of common stock in a private placement, net of issuance cost of $392
|
21,040,717
|
|
|
2
|
|
|
89,680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,682
|
|
||||||
Recovery of shares from Draths escrow
|
(5,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares issued from restricted stock unit settlement
|
299,584
|
|
|
—
|
|
|
(588
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(588
|
)
|
||||||
Repurchase of common stock
|
(53
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
27,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,473
|
|
||||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,883
|
)
|
|
257
|
|
|
(6,626
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(205,139
|
)
|
|
—
|
|
|
(894
|
)
|
|
(206,033
|
)
|
||||||
December 31, 2012
|
68,709,660
|
|
|
$
|
7
|
|
|
$
|
666,233
|
|
|
$
|
(586,327
|
)
|
|
$
|
(12,807
|
)
|
|
$
|
(877
|
)
|
|
$
|
66,229
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interest
|
|
Total
Deficit
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
December 31, 2012
|
68,709,660
|
|
|
$
|
7
|
|
|
$
|
666,233
|
|
|
$
|
(586,327
|
)
|
|
$
|
(12,807
|
)
|
|
$
|
(877
|
)
|
|
$
|
66,229
|
|
Issuance of common stock upon exercise of stock options, net of restricted stock
|
777,099
|
|
|
—
|
|
|
1,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,489
|
|
||||||
Issuance of common stock in a private placement, net of issuance cost of $21
|
6,567,299
|
|
|
1
|
|
|
19,979
|
|
|
|
|
|
|
|
|
19,980
|
|
|||||||||
Shares issued from restricted stock unit settlement
|
608,754
|
|
|
—
|
|
|
(825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(825
|
)
|
||||||
Issuance of common stock warrants in connection with issuance of convertible promissory note
|
—
|
|
|
|
|
1,330
|
|
|
|
|
|
|
|
|
1,330
|
|
||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
18,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,047
|
|
||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,280
|
)
|
|
89
|
|
|
(7,191
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(235,111
|
)
|
|
—
|
|
|
204
|
|
|
(234,907
|
)
|
||||||
December 31, 2013
|
76,662,812
|
|
|
$
|
8
|
|
|
$
|
706,253
|
|
|
$
|
(821,438
|
)
|
|
$
|
(20,087
|
)
|
|
$
|
(584
|
)
|
|
$
|
(135,848
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interest
|
|
Total Deficit
|
|||||||||||||
December 31, 2013
|
76,662,812
|
|
|
$
|
8
|
|
|
$
|
706,253
|
|
|
$
|
(821,438
|
)
|
|
$
|
(20,087
|
)
|
|
$
|
(584
|
)
|
|
$
|
(135,848
|
)
|
Issuance of common stock upon exercise of stock options, net of restricted stock
|
779,490
|
|
|
—
|
|
|
2,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,133
|
|
||||||
Issuance of common stock in a private placement
|
943,396
|
|
|
—
|
|
|
4,000
|
|
|
|
|
|
|
|
|
4,000
|
|
|||||||||
Shares issued from restricted stock unit settlement
|
836,185
|
|
|
—
|
|
|
(1,822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,822
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
14,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,105
|
|
||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,890
|
)
|
|
92
|
|
|
(9,798
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,286
|
|
|
—
|
|
|
(119
|
)
|
|
2,167
|
|
||||||
December 31, 2014
|
79,221,883
|
|
|
$
|
8
|
|
|
$
|
724,669
|
|
|
$
|
(819,152
|
)
|
|
$
|
(29,977
|
)
|
|
$
|
(611
|
)
|
|
$
|
(125,063
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
2,167
|
|
|
$
|
(234,907
|
)
|
|
$
|
(206,033
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
14,969
|
|
|
16,639
|
|
|
14,570
|
|
|||
Loss on disposal of property, plant and equipment
|
263
|
|
|
176
|
|
|
370
|
|
|||
Impairment of intangible assets
|
3,035
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
14,105
|
|
|
18,047
|
|
|
27,473
|
|
|||
Amortization of debt discount
|
9,981
|
|
|
3,683
|
|
|
838
|
|
|||
Loss from extinguishment of debt
|
10,512
|
|
|
19,914
|
|
|
920
|
|
|||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
236
|
|
|||
Loss on purchase commitments and write-off of property, plant and equipment
|
1,769
|
|
|
9,366
|
|
|
45,854
|
|
|||
Change in fair value of derivative instruments
|
(144,138
|
)
|
|
84,726
|
|
|
(1,764
|
)
|
|||
Loss from investment in affiliate
|
2,910
|
|
|
—
|
|
|
—
|
|
|||
Other non-cash expenses
|
(113
|
)
|
|
211
|
|
|
159
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,217
|
)
|
|
(4,365
|
)
|
|
2,837
|
|
|||
Related party accounts receivable
|
(4
|
)
|
|
(484
|
)
|
|
—
|
|
|||
Inventories, net
|
(4,481
|
)
|
|
(5,612
|
)
|
|
2,919
|
|
|||
Prepaid expenses and other assets
|
(2,907
|
)
|
|
(2,743
|
)
|
|
11,239
|
|
|||
Accounts payable
|
(3,209
|
)
|
|
(2,636
|
)
|
|
(11,811
|
)
|
|||
Accrued and other liabilities
|
6,830
|
|
|
(9,275
|
)
|
|
(35,754
|
)
|
|||
Deferred revenue
|
4,760
|
|
|
1,634
|
|
|
(1,648
|
)
|
|||
Deferred rent
|
60
|
|
|
(233
|
)
|
|
(1,277
|
)
|
|||
Net cash used in operating activities
|
(84,708
|
)
|
|
(105,859
|
)
|
|
(150,872
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of short-term investments
|
(1,371
|
)
|
|
(2,795
|
)
|
|
(8,334
|
)
|
|||
Maturities of short-term investments
|
1,409
|
|
|
1,281
|
|
|
—
|
|
|||
Sales of short-term investments
|
—
|
|
|
—
|
|
|
16,503
|
|
|||
Change in restricted cash
|
—
|
|
|
(736
|
)
|
|
(955
|
)
|
|||
Investment in affiliate
|
(2,075
|
)
|
|
—
|
|
|
—
|
|
|||
Loan to affiliate
|
(2,790
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of property, plant and equipment, net of disposals
|
(5,004
|
)
|
|
(8,087
|
)
|
|
(56,832
|
)
|
|||
Deposits on property, plant and equipment
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||
Net cash used in investing activities
|
(9,831
|
)
|
|
(10,337
|
)
|
|
(49,644
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net of repurchases
|
2,488
|
|
|
1,134
|
|
|
1,479
|
|
|||
Employees' taxes paid upon vesting of restricted stock units
|
(1,822
|
)
|
|
(825
|
)
|
|
(588
|
)
|
|||
Proceeds from issuance of common stock in private placements, net of issuance costs
|
4,000
|
|
|
19,980
|
|
|
84,682
|
|
|||
Principal payments on capital leases
|
(1,045
|
)
|
|
(1,366
|
)
|
|
(3,727
|
)
|
|||
Proceeds from debt issued
|
83,171
|
|
|
10,535
|
|
|
78,904
|
|
|||
Proceeds from debt issued to related party
|
49,862
|
|
|
65,000
|
|
|
30,000
|
|
|||
Principal payments on debt
|
(5,733
|
)
|
|
(3,277
|
)
|
|
(52,633
|
)
|
|||
Net cash provided by financing activities
|
130,921
|
|
|
91,181
|
|
|
138,117
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,203
|
)
|
|
1,291
|
|
|
(2,712
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
35,179
|
|
|
(23,724
|
)
|
|
(65,111
|
)
|
|||
Cash and cash equivalents at beginning of period
|
6,868
|
|
|
30,592
|
|
|
95,703
|
|
|||
Cash and cash equivalents at end of period
|
$
|
42,047
|
|
|
$
|
6,868
|
|
|
$
|
30,592
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
6,910
|
|
|
$
|
2,978
|
|
|
$
|
3,399
|
|
Cash paid for income taxes, net of refunds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Acquisitions of property, plant and equipment under accounts payable, accrued liabilities and notes payable
|
$
|
114
|
|
|
$
|
2,261
|
|
|
$
|
2,538
|
|
Financing of equipment
|
$
|
617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Warrants issued in connection with issuance of convertible promissory notes
|
$
|
—
|
|
|
$
|
1,330
|
|
|
$
|
—
|
|
Financing of insurance premium under notes payable
|
$
|
166
|
|
|
$
|
425
|
|
|
$
|
—
|
|
Receivable of proceeds for options exercised
|
$
|
—
|
|
|
$
|
355
|
|
|
$
|
—
|
|
Capitalized taxes in property, plant and equipment
|
$
|
—
|
|
|
$
|
(8,572
|
)
|
|
$
|
—
|
|
Interest capitalized to property, plant and equipment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
554
|
|
Debt issued related to an investment in joint venture
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
Conversion of other liability to related party debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(23,300
|
)
|
Conversion of related party debt to common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
Transfer of long term deposits to property, plant and equipment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,218
|
|
Interest capitalized to debt
|
$
|
5,590
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash equity investment in affiliate
|
$
|
1,281
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the Company, including employees involved in general and administrative, research and development, and production activities.
|
•
|
Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.
|
•
|
Reduce production activity at our Brotas facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers.
|
•
|
Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors.
|
•
|
Reduce or delay uncommitted capital expenditures, including non-essential facility and lab equipment, and information technology projects.
|
•
|
Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities.
|
•
|
Achieve planned production levels;
|
•
|
Develop and commercialize products within planned timelines or at planned scales; and
|
•
|
Continue other core activities.
|
Machinery and equipment
|
7-15 years
|
Buildings
|
15 years
|
Computers and software
|
3-5 years
|
Furniture and office equipment
|
5 years
|
Vehicles
|
5 years
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Foreign currency translation adjustment, net of tax
|
$
|
(29,977
|
)
|
|
$
|
(20,087
|
)
|
Total accumulated other comprehensive loss
|
$
|
(29,977
|
)
|
|
$
|
(20,087
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) attributable to Amyris, Inc. common stockholders
|
$
|
2,286
|
|
|
$
|
(235,111
|
)
|
|
$
|
(205,139
|
)
|
Interest on convertible debt
|
9,365
|
|
|
—
|
|
|
—
|
|
|||
Accretion of debt discount
|
5,597
|
|
|
—
|
|
|
—
|
|
|||
Gain from change in fair value of derivative instruments
|
(127,109
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to Amyris, Inc. common stockholders after assumed conversion
|
$
|
(109,861
|
)
|
|
$
|
(235,111
|
)
|
|
$
|
(205,139
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic
|
78,400,098
|
|
|
75,472,770
|
|
|
56,717,869
|
|
|||
Basic income (loss) per share
|
$
|
0.03
|
|
|
$
|
(3.12
|
)
|
|
$
|
(3.62
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding
|
78,400,098
|
|
|
75,472,770
|
|
|
56,717,869
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Convertible promissory notes
|
43,459,343
|
|
|
—
|
|
|
—
|
|
|||
Weighted common stock equivalents
|
43,459,343
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
||||||
Diluted weighted-average common shares
|
121,859,441
|
|
|
75,472,770
|
|
|
56,717,869
|
|
|||
Diluted loss per share
|
$
|
(0.90
|
)
|
|
$
|
(3.12
|
)
|
|
$
|
(3.62
|
)
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Period-end stock options to purchase common stock
|
10,539,978
|
|
|
8,409,605
|
|
|
8,946,592
|
|
Convertible promissory notes
(1)
|
26,887,005
|
|
|
42,905,005
|
|
|
10,370,391
|
|
(1)
|
The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2014. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price if certain condition fails to occur, which could potentially increase the dilutive shares outstanding.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of December 31, 2014
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
20,160
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,160
|
|
Certificates of deposit
|
1,375
|
|
|
—
|
|
|
—
|
|
|
1,375
|
|
||||
Loans to affiliate
|
—
|
|
|
—
|
|
|
1,745
|
|
|
1,745
|
|
||||
Total financial assets
|
$
|
21,535
|
|
|
$
|
—
|
|
|
$
|
1,745
|
|
|
$
|
23,280
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable
(1)
|
$
|
—
|
|
|
$
|
16,720
|
|
|
$
|
—
|
|
|
$
|
16,720
|
|
Credit facilities
(1)
|
—
|
|
|
39,332
|
|
|
—
|
|
|
39,332
|
|
||||
Convertible notes
(1)
|
—
|
|
|
—
|
|
|
222,031
|
|
|
222,031
|
|
||||
Compound embedded derivative liabilities
|
—
|
|
|
—
|
|
|
56,026
|
|
|
56,026
|
|
||||
Currency interest rate swap derivative liability
|
—
|
|
|
3,710
|
|
|
—
|
|
|
3,710
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
59,762
|
|
|
$
|
278,057
|
|
|
$
|
337,819
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of December 31, 2013
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
398
|
|
Certificates of deposit
|
1,428
|
|
|
—
|
|
|
—
|
|
|
1,428
|
|
||||
Total financial assets
|
1,826
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,826
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Loans payable
|
$
|
—
|
|
|
$
|
18,491
|
|
|
$
|
—
|
|
|
$
|
18,491
|
|
Credit facilities
|
—
|
|
|
7,571
|
|
|
—
|
|
|
7,571
|
|
||||
Convertible notes
|
—
|
|
|
—
|
|
|
131,952
|
|
|
131,952
|
|
||||
Compound embedded derivative liabilities
|
—
|
|
|
—
|
|
|
131,117
|
|
|
131,117
|
|
||||
Currency interest rate swap derivative liability
|
—
|
|
|
3,600
|
|
|
—
|
|
|
3,600
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
29,662
|
|
|
$
|
263,069
|
|
|
$
|
292,731
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
131,952
|
|
|
$
|
62,522
|
|
Additions to convertible notes
|
109,734
|
|
|
72,570
|
|
||
Change in fair value of convertible notes
|
(19,655
|
)
|
|
(3,140
|
)
|
||
Balance at December 31
|
$
|
222,031
|
|
|
$
|
131,952
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
131,117
|
|
|
$
|
7,894
|
|
Additions to Level 3 net of cancellation
(1)
|
89,070
|
|
|
40,901
|
|
||
(Income) loss from change in fair value of derivative liabilities
(2)
|
(164,161
|
)
|
|
82,322
|
|
||
Balance at December 31
|
$
|
56,026
|
|
|
$
|
131,117
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
Risk-free interest rate
|
|
0.75% - 1.51%
|
|
0.86% - 1.66%
|
Risk-adjusted yields
|
|
21.4% and 31.5%
|
|
13%
|
Stock-price volatility
|
|
45%
|
|
45%
|
Probability of change in control
|
|
5%
|
|
5%
|
Stock price
|
|
$2.06
|
|
$5.29
|
Credit spread
|
|
19.97% - 29.99%
|
|
11.34% - 12.14%
|
|
|
Liability as of
|
||||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||
Type of Derivative Contract
|
|
Quantity of
Short
Contracts
|
|
Fair Value
|
|
Quantity of
Short
Contracts
|
|
Fair Value
|
||||||
Currency interest rate swap, included as net liability in derivative liability
|
|
1
|
|
|
$
|
3,710
|
|
|
1
|
|
|
$
|
3,600
|
|
|
|
Income
Statement Classification
|
Years Ended December 31,
|
||||||||||
Type of Derivative Contract
|
2014
|
|
2013
|
|
2012
|
||||||||
|
|
|
Gain (Loss) Recognized
|
||||||||||
Regulated fixed price futures contracts
|
|
Cost of products sold
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(288
|
)
|
Currency interest rate swap
(1)
|
|
Gain (loss) from change in fair value of derivative instruments
|
$
|
(480
|
)
|
|
$
|
(2,404
|
)
|
|
$
|
(1,342
|
)
|
(1)
|
Certain classifications of prior period amounts have been made to conform to the current period presentation. Such reclassification did not materially change previously reported financial statements.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Raw materials
|
$
|
2,665
|
|
|
$
|
1,796
|
|
Work-in-process
|
5,269
|
|
|
7,292
|
|
||
Finished goods
|
6,572
|
|
|
1,800
|
|
||
Inventories, net
|
$
|
14,506
|
|
|
$
|
10,888
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Maintenance
(1)
|
$
|
399
|
|
|
$
|
258
|
|
Prepaid insurance
(1)
|
701
|
|
|
894
|
|
||
Manufacturing catalysts
|
1,166
|
|
|
1,536
|
|
||
Recoverable VAT and other taxes
|
2,411
|
|
|
5,125
|
|
||
Other
(1)
|
1,857
|
|
|
1,705
|
|
||
Prepaid expenses and other current assets
|
$
|
6,534
|
|
|
$
|
9,518
|
|
(1)
|
Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Such reclassifications did not materially change previously reported amounts.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Leasehold improvements
|
$
|
39,132
|
|
|
$
|
39,034
|
|
Machinery and equipment
|
90,657
|
|
|
96,585
|
|
||
Computers and software
|
8,946
|
|
|
8,509
|
|
||
Furniture and office equipment
|
2,445
|
|
|
2,535
|
|
||
Buildings
|
6,321
|
|
|
7,148
|
|
||
Vehicles
|
353
|
|
|
488
|
|
||
Construction in progress
|
38,815
|
|
|
41,387
|
|
||
|
$
|
186,669
|
|
|
$
|
195,686
|
|
Less: accumulated depreciation and amortization
|
(67,689
|
)
|
|
(55,095
|
)
|
||
Property, plant and equipment, net
|
$
|
118,980
|
|
|
$
|
140,591
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deposits on property and equipment, including taxes
|
$
|
1,738
|
|
|
$
|
1,970
|
|
Recoverable taxes from Brazilian government entities
|
9,747
|
|
|
6,599
|
|
||
Debt issuance costs
(1)
|
851
|
|
|
454
|
|
||
Other
(1)
|
1,299
|
|
|
1,494
|
|
||
Total other assets
|
$
|
13,635
|
|
|
$
|
10,517
|
|
(1)
|
Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Such reclassifications did not materially change previously reported amounts.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Professional services
|
$
|
2,015
|
|
|
$
|
2,279
|
|
Accrued vacation
|
2,213
|
|
|
2,274
|
|
||
Payroll and related expenses
|
5,393
|
|
|
5,066
|
|
||
Tax-related liabilities
|
277
|
|
|
825
|
|
||
Deferred rent, current portion
|
1,111
|
|
|
1,111
|
|
||
Accrued interest
|
1,308
|
|
|
3,176
|
|
||
Contractual obligations to contract manufacturers
|
310
|
|
|
4,241
|
|
||
Other
|
938
|
|
|
2,249
|
|
||
Total accrued and other current liabilities
|
$
|
13,565
|
|
|
$
|
21,221
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Fair market value of swap obligations
|
$
|
3,710
|
|
|
$
|
3,600
|
|
Fair value of compound embedded derivative liabilities
(1)
|
56,026
|
|
|
131,117
|
|
||
Total derivative liabilities
|
$
|
59,736
|
|
|
$
|
134,717
|
|
(1)
|
The compound embedded derivative liabilities represent the fair value of the bifurcated conversion options that contain "make-whole provisions" or down round conversion price adjustment provisions included in the outstanding Total Notes, Tranche I Notes, Tranche II Notes and the 144A Offering (see Note 3, "Fair value of financial instruments" and Note 5, "Debt").
|
|
|||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
FINEP credit facility
|
$
|
1,614
|
|
|
$
|
2,244
|
|
BNDES credit facility
|
4,314
|
|
|
6,523
|
|
||
Hercules loan facility
|
29,779
|
|
|
—
|
|
||
Credit facilities
|
35,707
|
|
|
8,767
|
|
||
Convertible notes
|
60,418
|
|
|
28,537
|
|
||
Related party convertible notes
|
115,239
|
|
|
89,499
|
|
||
Loans payable
|
21,097
|
|
|
25,259
|
|
||
Total debt
|
232,461
|
|
|
152,062
|
|
||
Less: current portion
|
(17,100
|
)
|
|
(6,391
|
)
|
||
Long-term debt
|
$
|
215,361
|
|
|
$
|
145,671
|
|
•
|
As part of an initial closing under the purchase agreement (which was completed in two installments), (i) on
July 30, 2012
, the Company sold a Total Note with a principal amount of
$38.3 million
, including
$15.0 million
in new funds and
$23.3 million
in previously-provided diesel research and development funding by Total, and (ii) on
September 14, 2012
, the Company sold another Total Note for
$15.0 million
in new funds from Total.
|
•
|
At a second closing under the Total Purchase Agreement (also completed in two installments) the Company sold additional Total Notes for an aggregate of
$30.0 million
in new funds from Total (
$10.0 million
in June 2013 and
$20.0 million
in July 2013).
|
•
|
A third closing (for cash proceeds to the Company of
$21.7 million
(or the Third Closing Notes), also completed in two installments, the first of which occurred in July 2014 for
$10.85 million
and a second installment of
$10.85 million
which occurred in
January 2015
).
|
•
|
reduce the conversion price for the $30.0 million in principal amount of Total Notes to be issued in connection with the second closing of the Total Notes (as described above) from
$7.0682
per share to a price per share equal to the greater of (i) the consolidated closing bid price of the Company's common stock on the date of the March 2013 Letter Agreement, plus
$0.01
, and (ii)
$3.08
per share, provided that the conversion price would not be reduced by more than the maximum possible amount permitted under the rules of NASDAQ such that the new conversion price would require the Company to obtain stockholder consent; and
|
•
|
grant Total a senior security interest in the Company's intellectual property, subject to certain exclusions and subject to release by Total when the Company and Total enter into final documentation regarding the establishment of the Fuels JV.
|
Years ending December 31:
|
Related Party Convertible Debt
|
|
Convertible Debt
|
|
Loans
Payable
|
|
Credit Facility
|
|
Total
|
||||||||||
2015
|
$
|
1,610
|
|
|
$
|
4,029
|
|
|
$
|
5,957
|
|
|
$
|
14,986
|
|
|
$
|
26,582
|
|
2016
|
1,605
|
|
|
4,020
|
|
|
3,263
|
|
|
19,885
|
|
|
28,773
|
|
|||||
2017
|
70,126
|
|
|
28,715
|
|
|
3,128
|
|
|
7,451
|
|
|
109,420
|
|
|||||
2018
|
74,486
|
|
|
15,685
|
|
|
2,995
|
|
|
391
|
|
|
93,557
|
|
|||||
2019
|
75,825
|
|
|
56,798
|
|
|
2,862
|
|
|
107
|
|
|
135,592
|
|
|||||
Thereafter
|
—
|
|
|
—
|
|
|
6,780
|
|
|
—
|
|
|
6,780
|
|
|||||
Total future minimum payments
|
223,652
|
|
|
109,247
|
|
|
24,985
|
|
|
42,820
|
|
|
400,704
|
|
|||||
Less: amount representing interest
(1)
|
(108,413
|
)
|
|
(48,829
|
)
|
|
(3,888
|
)
|
|
(7,113
|
)
|
|
(168,243
|
)
|
|||||
Present value of minimum debt payments
|
115,239
|
|
|
60,418
|
|
|
21,097
|
|
|
35,707
|
|
|
232,461
|
|
|||||
Less: current portion
|
—
|
|
|
—
|
|
|
(4,987
|
)
|
|
(12,113
|
)
|
|
(17,100
|
)
|
|||||
Noncurrent portion of debt
|
$
|
115,239
|
|
|
$
|
60,418
|
|
|
$
|
16,110
|
|
|
$
|
23,594
|
|
|
$
|
215,361
|
|
(1)
|
Including debt discount of
$80.2 million
related to the embedded derivative associated with the related party and non-related party convertible debt which will be accreted to interest expense under the effective interest method over the term of the convertible debt.
|
Years ending December 31:
|
Capital
Leases |
|
Operating
Leases |
|
Total Lease Obligations
|
||||||
2015
|
$
|
580
|
|
|
$
|
6,694
|
|
|
$
|
7,274
|
|
2016
|
265
|
|
|
6,564
|
|
|
6,829
|
|
|||
2017
|
25
|
|
|
6,565
|
|
|
6,590
|
|
|||
2018
|
—
|
|
|
6,653
|
|
|
6,653
|
|
|||
2019
|
—
|
|
|
6,791
|
|
|
6,791
|
|
|||
Thereafter
|
—
|
|
|
25,346
|
|
|
25,346
|
|
|||
Total future minimum lease payments
|
870
|
|
|
$
|
58,613
|
|
|
$
|
59,483
|
|
|
Less: amount representing interest
|
(54
|
)
|
|
|
|
|
|||||
Present value of minimum lease payments
|
816
|
|
|
|
|
|
|||||
Less: current portion
|
(541
|
)
|
|
|
|
|
|||||
Long-term portion
|
$
|
275
|
|
|
|
|
|
|
December 31,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
—
|
|
|
$
|
—
|
|
Additional investments
|
2,312
|
|
|
5,000
|
|
||
Deferred gain on investment
|
—
|
|
|
(5,000
|
)
|
||
Share in net loss of affiliate net of deferred gain on investment
|
(2,910
|
)
|
|
—
|
|
||
Adjustment on imputation of interest
|
1,045
|
|
|
—
|
|
||
Loan to affiliate
|
1,745
|
|
|
—
|
|
||
Balance at December 31
|
$
|
2,192
|
|
|
$
|
—
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
(584
|
)
|
|
$
|
(877
|
)
|
Foreign currency translation adjustment
|
92
|
|
|
89
|
|
||
Net income (loss) attributable to noncontrolling interest
|
(119
|
)
|
|
204
|
|
||
Balance at December 31
|
$
|
(611
|
)
|
|
$
|
(584
|
)
|
•
|
For a “Go” decision by Total with respect to the whole Program, the parties would form the Fuels JV and the Notes would be cancelled.
|
•
|
For a “No-Go” decision by Total with respect to the whole Program, the consequences would be as described in the paragraph above regarding a decision by Total not to continue to fund the Program.
|
•
|
For a decision by Total to proceed with the jet fuel component of the Program and not the diesel component of the Program,
70%
of the principal amount outstanding under the Notes would remain outstanding and become payable by the Company and
30%
of the outstanding principal of such Notes would be cancelled, the diesel product would no longer be included in the collaboration, the Fuels JV would not receive rights to products for use in diesel fuels, and the Fuels JV would be formed by the parties to commercialize products for use in jet fuels.
|
•
|
Reduce the conversion price for the senior unsecured convertible promissory notes to be issued in connection with such funding from
$7.0682
per share to a price per share equal to the greater of (i) the consolidated closing bid price of the Company's common stock on the date of the letter agreement, plus
$0.01
, and (ii)
$3.08
per share, provided that the conversion price would not be reduced by more than the maximum possible amount permitted under the rules of NASDAQ such that the new conversion price would require the Company to obtain stockholder consent; and
|
•
|
Grant Total a senior security interest in the Company's intellectual property, subject to certain exclusions and subject to release by Total when the Company and Total enter into final documentation regarding the establishment of the Fuels JV.
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||
|
Useful Life in Years
|
|
Gross Carrying Amount
|
Accumulated Amortization and impairment
|
Net Carrying Value
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Value
|
||||||||||||
In-process research and development
|
Indefinite
|
|
$
|
8,560
|
|
$
|
(3,035
|
)
|
$
|
5,525
|
|
|
$
|
8,560
|
|
$
|
—
|
|
$
|
8,560
|
|
Acquired licenses and permits
|
2
|
|
772
|
|
(772
|
)
|
—
|
|
|
772
|
|
(772
|
)
|
—
|
|
||||||
Goodwill
|
Indefinite
|
|
560
|
|
—
|
|
560
|
|
|
560
|
|
—
|
|
560
|
|
||||||
|
|
|
$
|
9,892
|
|
$
|
(3,807
|
)
|
$
|
6,085
|
|
|
$
|
9,892
|
|
$
|
(772
|
)
|
$
|
9,120
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
December 31, 2014
|
||||||||||
|
|
Net Carrying Value
|
|
Additions
|
|
Impairment
|
|
Amortization
|
|
Net Carrying Value
|
||||||||||
In-process research and development
|
|
$
|
8,560
|
|
|
$
|
—
|
|
|
$
|
(3,035
|
)
|
|
$
|
—
|
|
|
$
|
5,525
|
|
Acquired licenses and permits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill
|
|
560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|||||
|
|
$
|
9,120
|
|
|
$
|
—
|
|
|
$
|
(3,035
|
)
|
|
$
|
—
|
|
|
$
|
6,085
|
|
|
|
|
Number
Outstanding
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding - December 31, 2013
|
|
8,409,605
|
|
|
$
|
7.39
|
|
|
7.40
|
|
$
|
12,393
|
|
|
|
Options granted
|
|
3,723,791
|
|
|
$
|
3.48
|
|
|
|
|
|
||
|
Options exercised
|
|
(426,674
|
)
|
|
$
|
3.13
|
|
|
|
|
|
||
|
Options cancelled
|
|
(1,166,744
|
)
|
|
$
|
8.12
|
|
|
|
|
|
||
Outstanding - December 31, 2014
|
|
10,539,978
|
|
|
$
|
6.10
|
|
|
7.22
|
|
$
|
50
|
|
|
Vested and expected to vest after December 31, 2014
|
|
9,809,190
|
|
|
$
|
6.29
|
|
|
7.10
|
|
$
|
50
|
|
|
Exercisable at December 31, 2014
|
|
5,067,030
|
|
|
$
|
8.48
|
|
|
5.75
|
|
$
|
50
|
|
|
|
RSUs
|
|
Weighted-Average Grant-Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
||||
Outstanding - December 31, 2013
|
2,316,437
|
|
|
$
|
4.30
|
|
|
0.88
|
|
|
Awarded
|
|
1,083,300
|
|
|
$
|
3.51
|
|
|
—
|
|
Vested
|
|
(1,246,673
|
)
|
|
$
|
4.55
|
|
|
—
|
|
Forfeited
|
|
(177,561
|
)
|
|
$
|
3.24
|
|
|
—
|
|
Outstanding - December 31, 2014
|
1,975,503
|
|
|
$
|
3.59
|
|
|
0.93
|
|
|
Expected to vest after December 31, 2014
|
1,779,174
|
|
|
$
|
3.59
|
|
|
0.87
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Price
|
Number of Options
|
|
Weighted-
Average
Remaining
Contractual Life
(Years)
|
|
Weighted-Average Exercise Price
|
|
Number of Options
|
|
Weighted-Average Exercise Price
|
||||||
$0.10—$2.79
|
1,540,022
|
|
|
7.71
|
|
$
|
2.64
|
|
|
782,168
|
|
|
$
|
2.59
|
|
$2.81—$2.94
|
1,056,280
|
|
|
6.76
|
|
$
|
2.88
|
|
|
428,958
|
|
|
$
|
2.88
|
|
$2.96—$3.37
|
1,152,334
|
|
|
8.60
|
|
$
|
3.09
|
|
|
384,611
|
|
|
$
|
3.07
|
|
$3.44—$3.44
|
99,450
|
|
|
9.11
|
|
$
|
3.44
|
|
|
—
|
|
|
$
|
—
|
|
$3.51—$3.51
|
2,298,097
|
|
|
9.03
|
|
$
|
3.51
|
|
|
—
|
|
|
$
|
—
|
|
$3.55—$3.86
|
1,087,193
|
|
|
7.84
|
|
$
|
3.83
|
|
|
541,143
|
|
|
$
|
3.84
|
|
$3.93—$4.31
|
1,391,698
|
|
|
4.29
|
|
$
|
4.06
|
|
|
1,225,393
|
|
|
$
|
4.07
|
|
$4.35—$20.41
|
1,403,842
|
|
|
5.63
|
|
$
|
15.45
|
|
|
1,265,133
|
|
|
$
|
15.55
|
|
$24.20—$26.84
|
451,062
|
|
|
6.15
|
|
$
|
26.41
|
|
|
379,624
|
|
|
$
|
26.37
|
|
$30.17—$30.17
|
60,000
|
|
|
6.20
|
|
$
|
30.17
|
|
|
60,000
|
|
|
$
|
30.17
|
|
$0.10—$30.17
|
10,539,978
|
|
|
7.22
|
|
$
|
6.10
|
|
|
5,067,030
|
|
|
$
|
8.48
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Research and development
|
$
|
3,508
|
|
|
$
|
4,281
|
|
|
$
|
6,451
|
|
Sales, general and administrative
|
10,597
|
|
|
13,766
|
|
|
21,022
|
|
|||
Total stock-based compensation expense
|
$
|
14,105
|
|
|
$
|
18,047
|
|
|
$
|
27,473
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Research and development
|
$
|
3,504
|
|
|
$
|
4,278
|
|
|
$
|
6,442
|
|
Sales, general and administrative
|
10,381
|
|
|
13,453
|
|
|
20,887
|
|
|||
Total stock-based compensation expense
|
$
|
13,885
|
|
|
$
|
17,731
|
|
|
$
|
27,329
|
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
1.9
|
%
|
|
1.4
|
%
|
|
1.1
|
%
|
Expected term (in years)
|
6.1
|
|
|
6.1
|
|
|
6.0
|
|
Expected volatility
|
75
|
%
|
|
82
|
%
|
|
77
|
%
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
1.7
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
Expected term (in years)
|
5.8
|
|
|
4.8
|
|
|
7.0
|
|
Expected volatility
|
75
|
%
|
|
81
|
%
|
|
77
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
10,847
|
|
|
$
|
(216,583
|
)
|
|
$
|
(146,028
|
)
|
Foreign
|
(5,275
|
)
|
|
(19,171
|
)
|
|
(59,024
|
)
|
|||
Income (loss) before income taxes and loss from investment in affiliate
|
$
|
5,572
|
|
|
$
|
(235,754
|
)
|
|
$
|
(205,052
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
495
|
|
|
(847
|
)
|
|
981
|
|
|||
Total current provision (benefit)
|
495
|
|
|
(847
|
)
|
|
981
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred provision (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total provision (benefit) for income taxes
|
$
|
495
|
|
|
$
|
(847
|
)
|
|
$
|
981
|
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Statutory tax rate
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
State tax rate, net of federal benefit
|
23.3
|
%
|
|
(0.7
|
)%
|
|
(0.3
|
)%
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net operating loss carryforwards
|
$
|
195,536
|
|
|
$
|
167,354
|
|
|
$
|
145,324
|
|
Fixed assets
|
1,299
|
|
|
822
|
|
|
—
|
|
|||
Research and development credits
|
14,701
|
|
|
11,654
|
|
|
7,259
|
|
|||
Foreign Tax Credit
|
1,431
|
|
|
935
|
|
|
1,782
|
|
|||
Accruals and reserves
|
16,425
|
|
|
17,893
|
|
|
15,997
|
|
|||
Stock-based compensation
|
18,773
|
|
|
17,521
|
|
|
15,882
|
|
|||
Capitalized start-up costs
|
13,095
|
|
|
15,133
|
|
|
16,070
|
|
|||
Capitalized research and development costs
|
56,880
|
|
|
45,968
|
|
|
26,850
|
|
|||
Other
|
6,700
|
|
|
6,741
|
|
|
7,649
|
|
|||
Total deferred tax assets
|
324,840
|
|
|
284,021
|
|
|
236,813
|
|
|||
Fixed assets
|
—
|
|
|
—
|
|
|
(525
|
)
|
|||
Debt discount and derivative
|
(12,517
|
)
|
|
—
|
|
|
—
|
|
|||
Total deferred tax liabilities
|
(12,517
|
)
|
|
—
|
|
|
(525
|
)
|
|||
Net deferred tax asset prior to valuation allowance
|
312,323
|
|
|
284,021
|
|
|
236,288
|
|
|||
Less: Valuation allowance
|
(312,323
|
)
|
|
(284,021
|
)
|
|
(236,288
|
)
|
|||
Net deferred tax assets (liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance at December 31, 2012
|
$
|
3,918
|
|
Increases in tax positions for prior period
|
469
|
|
|
Increases in tax positions during current period
|
1,693
|
|
|
Balance at December 31, 2013
|
$
|
6,080
|
|
Increases in tax positions for prior period
|
4,736
|
|
|
Increases in tax positions during current period
|
6,265
|
|
|
Balance at December 31, 2014
|
$
|
17,081
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
21,331
|
|
|
$
|
21,235
|
|
|
$
|
49,111
|
|
Brazil
|
5,961
|
|
|
4,071
|
|
|
3,786
|
|
|||
Europe
|
9,738
|
|
|
10,340
|
|
|
16,461
|
|
|||
Asia
|
6,244
|
|
|
5,473
|
|
|
4,336
|
|
|||
Total
|
$
|
43,274
|
|
|
$
|
41,119
|
|
|
$
|
73,694
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
United States
|
$
|
44,418
|
|
|
$
|
54,015
|
|
Brazil
|
74,197
|
|
|
85,891
|
|
||
Europe
|
365
|
|
|
685
|
|
||
Total
|
$
|
118,980
|
|
|
$
|
140,591
|
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(In thousands, except share and
per share amounts)
|
||||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
6,041
|
|
|
$
|
9,307
|
|
|
$
|
16,341
|
|
|
$
|
11,585
|
|
Product sales
|
$
|
2,845
|
|
|
$
|
4,410
|
|
|
$
|
11,480
|
|
|
$
|
4,704
|
|
Gross profit (loss) from product sales
|
$
|
(3,391
|
)
|
|
$
|
(3,101
|
)
|
|
$
|
1,334
|
|
|
$
|
(4,605
|
)
|
Net income (loss) attributable to common stockholders
|
$
|
16,385
|
|
|
$
|
(35,479
|
)
|
|
$
|
(36,641
|
)
|
|
$
|
58,021
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.21
|
|
|
$
|
(0.45
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
0.73
|
|
Diluted
|
(0.34
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.46
|
)
|
|
(0.21
|
)
|
||
Shares used in calculation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
76,830,388
|
|
|
78,604,692
|
|
|
78,980,402
|
|
|
79,148,281
|
|
||||
Diluted
|
117,097,976
|
|
|
78,604,692
|
|
|
78,980,402
|
|
|
146,804,047
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
7,869
|
|
|
$
|
10,849
|
|
|
$
|
7,004
|
|
|
$
|
15,397
|
|
Product sales
|
$
|
2,983
|
|
|
$
|
4,185
|
|
|
$
|
4,144
|
|
|
$
|
4,496
|
|
Gross loss from product sales
|
$
|
(5,977
|
)
|
|
$
|
(4,668
|
)
|
|
$
|
(4,184
|
)
|
|
$
|
(7,616
|
)
|
Net loss attributable to common stockholders
|
$
|
(32,614
|
)
|
|
$
|
(38,876
|
)
|
|
$
|
(24,199
|
)
|
|
$
|
(139,422
|
)
|
Net loss per share—basic and diluted
|
$
|
(0.44
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(1.83
|
)
|
Shares used in calculation—basic and diluted
|
73,306,860
|
|
|
75,959,228
|
|
|
76,205,853
|
|
|
76,377,574
|
|
•
|
Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurances regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.
|
•
|
Proposal 1—Election of Directors
|
•
|
Corporate Governance
|
•
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
•
|
Executive Compensation
|
•
|
Director Compensation
|
•
|
Compensation Committee Interlocks and Insider Participation
|
•
|
Security Ownership of Certain Beneficial Owners and Management
|
•
|
Equity Compensation Plan Information
|
•
|
Transactions with Related Persons
|
•
|
Proposal 1—Election of Directors—Independence of Directors
|
•
|
Proposal 1—Election of Directors—Committees of the Board
|
(a)
|
The following documents are filed as part of this report on Form 10-K:
|
|
|
Balance at
Beginning
of Period
|
|
Additions
|
|
Write-off/
Adjustments
|
|
Balance
at End of
Period
|
||||||||
Deferred Tax Assets Valuation Allowance:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2014
|
|
$
|
284,021
|
|
|
$
|
28,302
|
|
|
$
|
—
|
|
|
$
|
312,323
|
|
Year ended December 31, 2013
|
|
$
|
236,288
|
|
|
$
|
47,733
|
|
|
$
|
—
|
|
|
$
|
284,021
|
|
Year ended December 31, 2012
|
|
$
|
156,765
|
|
|
$
|
79,523
|
|
|
$
|
—
|
|
|
$
|
236,288
|
|
|
|
Balance at
Beginning of Period |
|
Additions
|
|
Write-off/
Adjustments |
|
Balance
at End of Period |
||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2014
|
|
$
|
479
|
|
|
|
|
|
$
|
—
|
|
|
$
|
479
|
|
|
Year ended December 31, 2013
|
|
$
|
481
|
|
|
|
|
|
$
|
(2
|
)
|
|
$
|
479
|
|
|
Year ended December 31, 2012
|
|
$
|
245
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
481
|
|
(b)
|
Exhibits.
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
3.01
|
Restated Certificate of Incorporation
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.01
|
|
|
3.02
|
Certificate of Amendment dated May 12, 2014 to Restated Certificate of Incorporation
|
|
10-Q
|
|
001-34887
|
|
August 8, 2014
|
|
3.02
|
|
|
3.03
|
Restated Bylaws
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.02
|
|
|
4.01
|
Form of Stock Certificate
|
|
S-1
|
|
333-166135
|
|
July 6, 2010
|
|
4.01
|
|
|
4.02
|
Amended and Restated Investors’ Rights Agreement, dated June 21, 2010, among registrant and its security holders listed therein
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.02
|
|
|
4.03
|
First Amendment to Amended and Restated Investors' Rights Agreement, dated February 23, 2012, among registrant and registrant's security holders listed therein
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.06
|
|
|
4.04
|
Amendment No. 2 to Amended and Restated Investors' Rights Agreement, dated December 24, 2012, among registrant and registrant's security holders listed therein
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
4.04
|
|
|
4.05
|
Amendment No. 3 to Amended and Restated Investors' Rights Agreement, dated March 27, 2013, among registrant and registrant's security holders listed therein
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
4.02
|
|
|
4.06
|
Amendment No. 4 to Amended and Restated Investors' Rights Agreement, dated October 16, 2013, among registrant and registrant's security holders listed therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.06
|
|
|
4.07
|
Amendment No. 5 to Amended and Restated Investors' Rights Agreement, dated December 24, 2013, among registrant and registrant's security holders listed therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.07
|
|
|
4.08
|
Warrant to Purchase Stock, dated December 23, 2011, issued to ATEL Ventures, Inc.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
4.07
|
|
|
4.09
d
|
Warrant to Purchase Stock, Dated October 16, 2013, issued to Maxwell (Mauritius) Pte Ltd.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.09
|
|
|
4.10
|
Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.19
|
|
|
4.11
|
Agreement, dated February 23, 2012, among registrant, Maxwell (Mauritius) Pte Ltd, Naxyris SA, Biolding Investment SA and Sualk Capital Ltd.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
4.02
|
|
|
4.12
|
Securities Purchase Agreement, dated February 24, 2012, among registrant and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. listed therein (each, a Fidelity Purchaser)
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.02
|
|
|
4.13
|
Form of Unsecured Senior Convertible Promissory Note issued by registrant to the Fidelity Purchasers in the amounts set forth next to each Fidelity Purchaser's name on Schedule I of Exhibit 4.12 hereof
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.03
|
|
|
4.14
|
Registration Rights Agreement, dated February 27, 2012, among registrant and the Fidelity Purchasers
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.04
|
|
|
4.15
a
|
Form of Common Stock Purchase Agreement among registrant and certain investors
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
4.01
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
4.16
|
Securities Purchase Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.01
|
|
|
4.17
b
|
1.5% Senior Unsecured Convertible Notes, dated July 30, 2012, September 14, 2012 and December 24, 2012, respectively, issued by registrant to Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.02
|
|
|
4.18
|
Registration Rights Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.03
|
|
|
4.19
d
|
Securities Purchase Agreement, dated December 24, 2012, between registrant and certain investors listed therein
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
4.16
|
|
|
4.20
d
|
Follow-On Investment Agreement, dated December 24, 2012, between registrant and Biolding Investment SA
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
4.17
|
|
|
4.21
|
Securities Purchase Agreement, dated March 27, 2013, between registrant and Biolding Investment SA
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
4.01
|
|
|
4.22
|
1.5% Senior Unsecured Convertible Note, dated June 6, 2013, issued by registrant to Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS)
|
|
10-Q
|
|
001-34885
|
|
August 9, 2013
|
|
4.01
|
|
|
4.23
|
Securities Purchase Agreement, dated August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a Total Gas & Power USA, SAS)
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.01
|
|
|
4.24
d
|
Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.24
|
|
|
4.25
|
Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.25
|
|
|
4.26
|
Securities Purchase Agreement, dated March 28, 2014 between registrant and Kuraray Co. Ltd.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.01
|
|
|
4.27
|
Loan and Security Agreement, dated March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.02
|
|
|
4.28
|
First Amendment dated June 12, 2014, to Loan and Security Agreement dated March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.06
|
|
|
4.29
|
Letter Agreement, dated March 29, 2014 between registrant and Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.03
|
|
|
4.30
|
5% Unsecured Convertible Note dated October 13, 2013 issued to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.04
|
|
|
4.31
|
1.5% Unsecured Convertible Note dated December 2, 2013 issued to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.05
|
|
|
4.32
|
10% Unsecured Convertible Note dated January 15, 2014 issued to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.06
|
|
|
4.33
d
|
Amended and Restated Letter Agreement re: Certain Registration Rights dated May 8, 2014 between registrant and the purchasers listed therein
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.01
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
4.34
|
6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Morgan Stanley & Co. LLC
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.02
|
|
|
4.35
c
|
6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Maxwell (Mauritius) Pte Ltd.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.03
|
|
|
4.36
d
|
1.5% Unsecured Convertible Note dated May 29, 2014 issued by registrant to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.04
|
|
|
4.37
|
Indenture dated May 29, 2014 between registrant and Wells Fargo Bank, National Association, as Trustee
|
|
8-K
|
|
001-34885
|
|
May 29, 2014
|
|
4.01
|
|
|
4.38
d
|
1.5% Senior Secured Convertible Note due 2017 dated July 31, 2014 issued by registrant to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
November 7, 2014
|
|
4.01
|
|
|
10.01
g
|
Form of Indemnity Agreement between registrant and its directors and officers
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
10.01
|
|
|
10.02
d
|
Technology Investment Agreement, dated June 11, 2012, between registrant and The Defense Advanced Research Projects Agency (DARPA)
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.08
|
|
|
10.03
e
|
Modification No. 13 dated October 10, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA)
|
|
|
|
|
|
|
|
|
|
X
|
10.04
|
Modification No. 14 dated November 25, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA)
|
|
|
|
|
|
|
|
|
|
X
|
10.05
df
|
Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econômico e Social - BNDES
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.11
|
|
|
10.06
d
|
Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econômico e Social - BNDES
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.12
|
|
|
10.07
f
|
Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.13
|
|
|
10.08
f
|
Addendum to the Banking Credit Form, dated February 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.02
|
|
|
10.09
f
|
Addendum to the Banking Credit Form, dated May 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.02
|
|
|
10.10
f
|
Note of Bank Credit, dated June 21, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.03
|
|
|
10.11
df
|
Global Derivatives Contract (swap agreement), dated June 15, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.04
|
|
|
10.12
df
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.01
|
|
|
10.13
df
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.02
|
|
|
10.14
f
|
Fiduciary Conveyance of Movable Goods Agreement, dated July 13, 2012, among Amyris Brasil Ltda., Nossa Caixa Desenvolvimento and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.03
|
|
|
10.15
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.04
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.16
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.05
|
|
|
10.17
d
|
Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.14
|
|
|
10.18
d
|
First Amendment dated January 27, 2014 to the Joint Venture Agreement dated April 14, 2010, among Registrant, Amyris Brasil, Ltda, and Usina São Martinho S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
10.01
|
|
|
10.19
d
|
Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.17
|
|
|
10.20
d
|
Articles of Association of Total Amyris BioSolutions B.V.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.22
|
|
|
10.21
d
|
Shareholders Agreement dated December 2, 2013
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.23
|
|
|
10.22
d
|
License Agreement dated December 2, 2013 between registrant and Total Amyris BioSolutions B.V.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.24
|
|
|
10.23
d
|
Pledge of Shares dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Total Amyris BioSolutions B.V.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.25
|
|
|
10.24
d
|
Escrow Agreement dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Stichting Total Amyris BioSolutions
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.26
|
|
|
10.25
d
|
1.5% Senior Secured Convertible Note dated December 2, 2013 issued by registrant to Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.27
|
|
|
10.26
|
Letter Agreement re: Waiver of Debt Covenants dated December 24, 2013 between registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.28
|
|
|
10.27
d
|
Amended and Restated Master Framework Agreement, dated December 2, 2013, between Amyris and Total Gas & Power USA, SAS
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.29
|
|
|
10.28
|
Letter Agreement dated December 2, 2013 relating to the Senior Secured Convertible Notes and the 1.5% Senior Unsecured Convertible Notes due 2017 between the registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.30
|
|
|
10.29
|
Letter Agreement dated October 4, 2013 between registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.31
|
|
|
10.30
|
Amendment dated December 1, 2013 to Letter Agreement dated October 4, 2013 between registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.32
|
|
|
10.31
|
Securities Purchase Agreement, dated August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS)
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.01
|
|
|
10.32
|
Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.24
|
|
|
10.33
|
Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement dated August 8, 2013, between registrant and other parties therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.25
|
|
|
10.34
|
Voting Agreement, dated August 8, 2013, among registrant and registrant's security holders named therein
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.02
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.35
|
Securities Purchase Agreement, dated September 20, 2013, between registrant and Naxyris S.A.
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.03
|
|
|
10.36
c
|
Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.46
|
|
|
10.37
|
Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 11, 2011
|
|
10.01
|
|
|
10.38
d
|
First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between Amyris and Total Gas & Power USA SAS
|
|
10-K/A
|
|
001-34885
|
|
May 2, 2012
|
|
10.19
|
|
|
10.39
d
|
Master Framework Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.06
|
|
|
10.40
d
|
Second Amendment to the Technology License, Development, Research and Collaboration Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.07
|
|
|
10.41
d
|
Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.01
|
|
|
10.42
d
|
Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A.
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.02
|
|
|
10.43
df
|
Agreement for the Supply of Sugarcane Juice and Other Utilities, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.06
|
|
|
10.44
df
|
Lease Agreement, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
10.37
|
|
|
10.45
df
|
Addendum to Lease Agreement, dated April 28, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
10.38
|
|
|
10.46
|
Lease, dated August 22, 2007, between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.17
|
|
|
10.47
|
First Amendment, dated March 10, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.18
|
|
|
10.48
|
Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.19
|
|
|
10.49
|
Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.20
|
|
|
10.50
|
Fourth Amendment, dated November 14, 2009, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.21
|
|
|
10.51
|
Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC
|
|
10-K
|
|
001-34885
|
|
March 14, 2011
|
|
10.17
|
|
|
10.52
|
Sixth Amendment, dated April 30, 2013, to Lease between registrant and ES East, LLC (as successor-in-interest to ES East Associates, LLC)
|
|
10-Q
|
|
001-34885
|
|
August 9, 2013
|
|
10.02
|
|
|
10.53
|
Lease dated April 25, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.22
|
|
|
10.54
|
Letter, dated April 25, 2008, amending Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.23
|
|
|
10.55
|
Second Amendment, dated February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.24
|
|
|
10.56
|
Third Amendment, dated May 1, 2013, to Lease between registrant and EmeryStation Triangle, LLC
|
|
10-Q
|
|
001-34885
|
|
August 9, 2013
|
|
10.03
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.57
|
Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.25
|
|
|
10.58
|
Lease Agreement, dated August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária Ltda.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.32
|
|
|
10.59
|
First Amendment to Lease Agreement, dated July 31, 2013, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
10.01
|
|
|
10.60
|
Private Instrument of Non-Residential Real Estate Lease Agreement, dated March 31, 2008, as amended, between Lucio Tomasiello and Amyris Brasil S.A.
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.26
|
|
|
10.61
df
|
Third Amendment to the Private Instrument of Non Residential Real Estate Lease Agreement, dated October 1, 2012, between Lucio Tomasiello and Amyris Brasil Ltda.
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
10.51
|
|
|
10.62
g
|
Offer Letter dated September 27, 2006 between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.27
|
|
|
10.63
g
|
Amendment, dated December 18, 2008, between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.28
|
|
|
10.64
g
|
Offer letter, dated January 17, 2008, between registrant and Paulo Diniz
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.31
|
|
|
10.65
eg
|
Consulting Agreement dated December 6, 2013, between registrant and Steven R. Mills
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
10.05
|
|
|
10.66
g
|
Offer letter, dated September 30, 2008, between registrant and Joel Cherry
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.29
|
|
|
10.67
dgi
|
Offer letter, dated February 6, 2013 between registrant and Susanna McFerson
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
10.03
|
|
|
10.68
g
|
Offer letter, dated October 23, 2014 between registrant and Raffi Asadorian
|
|
|
|
|
|
|
|
|
|
X
|
10.69
g
|
2005 Stock Option/Stock Issuance Plan
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.02
|
|
|
10.70
g
|
Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.38
|
|
|
10.71
g
|
Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.39
|
|
|
10.72
g
|
Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.40
|
|
|
10.73
g
|
Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.41
|
|
|
10.74
g
|
Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.42
|
|
|
10.75
g
|
Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.43
|
|
|
10.76
g
|
Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.44
|
|
|
10.77
g
|
2010 Equity Incentive Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
June 23, 2010
|
|
10.46
|
|
|
10.78
g
|
2010 Employee Stock Purchase Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.45
|
|
|
10.79
|
Master Collaboration Agreement, dated March 13, 2013, between registrant and Firmenich SA
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.02
|
|
|
10.80
|
Letter agreement, dated March 24, 2013, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.03
|
|
|
10.81
|
Amended and Restated Operating Agreement, dated March 26, 2013, among registrant, Cosan US, Inc. and Novvi LLC
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.04
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.82
|
IP License Agreement, dated as of March 26, 2013, between registrant and Novvi LLC
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.06
|
|
|
10.83
gi
|
Amyris, Inc. Executive Severance Plan, effective November 6, 2013
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.92
|
|
|
10.84
gh
|
Compensation arrangements between registrant and its non-employee directors
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.93
|
|
|
10.85
gi
|
Compensation arrangements between registrant and its executive officers
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.94
|
|
|
10.86
d
|
Pilot Plant Sublease dated April 4, 2014 between registrant and Total New Energies USA, Inc.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
10.03
|
|
|
10.87
d
|
Pilot Plant Services Agreement dated April 4, 2014 between registrant and Total New Energies USA, Inc.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
10.04
|
|
|
21.01
|
List of subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.01
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
X
|
23.02
|
Consent of Independent Auditors, Pannell Kerr Forster of Texas, P.C.
|
|
|
|
|
|
|
|
|
|
X
|
24.01
|
Power of Attorney (see signature page to this Form 10-K)
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.01
j
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.02
j
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
99.1
|
Novvi LLC Financial Statements December 31, 2014
|
|
|
|
|
|
|
|
|
|
X
|
101
k
|
The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
X
|
a
|
Substantially identical Common Stock Purchase Agreements, each dated May 18, 2012, were entered into with five separate investors. Registrant has filed the form of such Common Stock Purchase Agreements, which is substantially identical in all material respects to all of such Common Stock Purchase Agreements, except as to the parties thereto and the number of shares.
|
b
|
Registrant issued substantially identical 1.5% Senior Unsecured Convertible Notes (or the Notes) to Total Gas & Power USA, SAS on separate dates. Registrant has filed the first of the Notes (number R-1), and has included, with such exhibit, a schedule (updated Schedule A to Exhibit 4.02 of registrant's Form 10-Q filed November 9,2012) identifying each of the Notes and setting forth the material details in which the other Note(s) differ from the filed Note (i.e., the dates of issuance and the amounts of the Notes).
|
c
|
Registrant issued substantially identical 6.5% Senior Convertible Notes due 2019 (the “6.5% Notes”) to Maxwell (Mauritius) Pte Ltd. (“Temasek”), Total Energies Nouvelles Activités USA, and Foris Ventures, LLC on May 29, 2014. Registrant has filed the 6.5% Note issued to Temasek, and has included, with Exhibit 4.35, a schedule (Schedule A to Exhibit 4.03 of registrant's Form 10-Q filed August 8, 2014) identifying each of the 6.5% Notes and setting forth the material details in which the other 6.5% Notes differ from the filed 6.5% Note (i.e., the note number, the purchasers, and the amounts of the 6.5% Notes).
|
d
|
Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted.
|
e
|
Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
|
f
|
Translation to English from Portuguese or Dutch, as applicable, in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (or the Exchange Act).
|
g
|
Indicates management contract or compensatory plan or arrangement.
|
h
|
Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference.
|
i
|
Description contained under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference.
|
j
|
This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
k
|
Pursuant to applicable securities laws and regulations, registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.
|
(c)
|
Financial statements and schedules.
|
Dated: March 31, 2015
|
Amyris, Inc.
|
|
|
|
/s/ JOHN G. MELO
|
|
John G. Melo
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
||||
|
|
|
|
|
/s/ JOHN MELO
John Melo
|
|
Director, President and Chief Executive Officer
(Principal Executive Officer)
|
|
March 31, 2015
|
|
|
|
|
|
/s/ RAFFI ASADORIAN
Raffi Asadorain
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
March 31, 2015
|
|
|
|
|
|
/s/ KAREN WEAVER
Karen Weaver
|
|
Vice President Finance
(Principal Accounting Officer)
|
|
March 31, 2015
|
|
|
|
|
|
/s/ PHILIPPE BOISSEAU
Philippe Boisseau
|
|
Director
|
|
March 12, 2015
|
|
|
|
|
|
/s/ NAM-HAI CHUA
Nam-Hai Chua
|
|
Director
|
|
March 12, 2015
|
|
|
|
|
|
/s/ JOHN DOERR
John Doerr
|
|
Director
|
|
March 11, 2015
|
|
|
|
|
|
/s/ GEOFFREY DUYK
Geoffrey Duyk
|
|
Director
|
|
March 9, 2015
|
|
|
|
|
|
/s/ CAROL PIWNICA
Carole Piwnica
|
|
Director
|
|
March 11, 2015
|
|
|
|
|
|
/s/ FERNANDO REINACH
Fernando Reinach
|
|
Director
|
|
March 10, 2015
|
|
|
|
|
|
/s/ HH SHEIK ABDULLAH BIN KHALIFA AL THANI__________________________________
HH Sheikh Abdullah bin Khalifa Al Thani
|
|
Director
|
|
March 31, 2015
|
|
|
|
|
|
/s/ R. NEIL WILLIAMS
R. Neil Williams
|
|
Director
|
|
March 9, 2015
|
|
|
|
|
|
/s/ PATRICK YANG
Patrick Yang
|
|
Director
|
|
March 9, 2015
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
3.01
|
Restated Certificate of Incorporation
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.01
|
|
|
3.02
|
Certificate of Amendment dated May 12, 2014 to Restated Certificate of Incorporation
|
|
10-Q
|
|
001-34887
|
|
August 8, 2014
|
|
3.02
|
|
|
3.03
|
Restated Bylaws
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.02
|
|
|
4.01
|
Form of Stock Certificate
|
|
S-1
|
|
333-166135
|
|
July 6, 2010
|
|
4.01
|
|
|
4.02
|
Amended and Restated Investors’ Rights Agreement, dated June 21, 2010, among registrant and its security holders listed therein
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.02
|
|
|
4.03
|
First Amendment to Amended and Restated Investors' Rights Agreement, dated February 23, 2012, among registrant and registrant's security holders listed therein
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.06
|
|
|
4.04
|
Amendment No. 2 to Amended and Restated Investors' Rights Agreement, dated December 24, 2012, among registrant and registrant's security holders listed therein
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
4.04
|
|
|
4.05
|
Amendment No. 3 to Amended and Restated Investors' Rights Agreement, dated March 27, 2013, among registrant and registrant's security holders listed therein
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
4.02
|
|
|
4.06
|
Amendment No. 4 to Amended and Restated Investors' Rights Agreement, dated October 16, 2013, among registrant and registrant's security holders listed therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.06
|
|
|
4.07
|
Amendment No. 5 to Amended and Restated Investors' Rights Agreement, dated December 24, 2013, among registrant and registrant's security holders listed therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.07
|
|
|
4.08
|
Warrant to Purchase Stock, dated December 23, 2011, issued to ATEL Ventures, Inc.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
4.07
|
|
|
4.09
d
|
Warrant to Purchase Stock, Dated October 16, 2013, issued to Maxwell (Mauritius) Pte Ltd.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.09
|
|
|
4.10
|
Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.19
|
|
|
4.11
|
Agreement, dated February 23, 2012, among registrant, Maxwell (Mauritius) Pte Ltd, Naxyris SA, Biolding Investment SA and Sualk Capital Ltd.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
4.02
|
|
|
4.12
|
Securities Purchase Agreement, dated February 24, 2012, among registrant and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. listed therein (each, a Fidelity Purchaser)
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.02
|
|
|
4.13
|
Form of Unsecured Senior Convertible Promissory Note issued by registrant to the Fidelity Purchasers in the amounts set forth next to each Fidelity Purchaser's name on Schedule I of Exhibit 4.12 hereof
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.03
|
|
|
4.14
|
Registration Rights Agreement, dated February 27, 2012, among registrant and the Fidelity Purchasers
|
|
S-3
|
|
333-180005
|
|
March 9, 2012
|
|
4.04
|
|
|
4.15
a
|
Form of Common Stock Purchase Agreement among registrant and certain investors
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
4.01
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
4.16
|
Securities Purchase Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.01
|
|
|
4.17
b
|
1.5% Senior Unsecured Convertible Notes, dated July 30, 2012, September 14, 2012 and December 24, 2012, respectively, issued by registrant to Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.02
|
|
|
4.18
|
Registration Rights Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
4.03
|
|
|
4.19
d
|
Securities Purchase Agreement, dated December 24, 2012, between registrant and certain investors listed therein
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
4.16
|
|
|
4.20
d
|
Follow-On Investment Agreement, dated December 24, 2012, between registrant and Biolding Investment SA
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
4.17
|
|
|
4.21
|
Securities Purchase Agreement, dated March 27, 2013, between registrant and Biolding Investment SA
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
4.01
|
|
|
4.22
|
1.5% Senior Unsecured Convertible Note, dated June 6, 2013, issued by registrant to Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS)
|
|
10-Q
|
|
001-34885
|
|
August 9, 2013
|
|
4.01
|
|
|
4.23
|
Securities Purchase Agreement, dated August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a Total Gas & Power USA, SAS)
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.01
|
|
|
4.24
d
|
Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.24
|
|
|
4.25
|
Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.25
|
|
|
4.26
|
Securities Purchase Agreement, dated March 28, 2014 between registrant and Kuraray Co. Ltd.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.01
|
|
|
4.27
|
Loan and Security Agreement, dated March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.02
|
|
|
4.28
|
First Amendment dated June 12, 2014, to Loan and Security Agreement dated March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.06
|
|
|
4.29
|
Letter Agreement, dated March 29, 2014 between registrant and Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.03
|
|
|
4.30
|
5% Unsecured Convertible Note dated October 13, 2013 issued to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.04
|
|
|
4.31
|
1.5% Unsecured Convertible Note dated December 2, 2013 issued to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.05
|
|
|
4.32
|
10% Unsecured Convertible Note dated January 15, 2014 issued to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
4.06
|
|
|
4.33
d
|
Amended and Restated Letter Agreement re: Certain Registration Rights dated May 8, 2014 between registrant and the purchasers listed therein
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.01
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
4.34
|
6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Morgan Stanley & Co. LLC
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.02
|
|
|
4.35
c
|
6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Maxwell (Mauritius) Pte Ltd.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.03
|
|
|
4.36
d
|
1.5% Unsecured Convertible Note dated May 29, 2014 issued by registrant to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
4.04
|
|
|
4.37
|
Indenture dated May 29, 2014 between registrant and Wells Fargo Bank, National Association, as Trustee
|
|
8-K
|
|
001-34885
|
|
May 29, 2014
|
|
4.01
|
|
|
4.38
d
|
1.5% Senior Secured Convertible Note due 2017 dated July 31, 2014 issued by registrant to Total Energies Nouvelles Activités USA
|
|
10-Q
|
|
001-34885
|
|
November 7, 2014
|
|
4.01
|
|
|
10.01
g
|
Form of Indemnity Agreement between registrant and its directors and officers
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
10.01
|
|
|
10.02
d
|
Technology Investment Agreement, dated June 11, 2012, between registrant and The Defense Advanced Research Projects Agency (DARPA)
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.08
|
|
|
10.03
e
|
Modification No. 13 dated October 10, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA)
|
|
|
|
|
|
|
|
|
|
X
|
10.04
|
Modification No. 14 dated November 25, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA)
|
|
|
|
|
|
|
|
|
|
X
|
10.05
df
|
Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econômico e Social - BNDES
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.11
|
|
|
10.06
d
|
Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econômico e Social - BNDES
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.12
|
|
|
10.07
f
|
Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.13
|
|
|
10.08
f
|
Addendum to the Banking Credit Form, dated February 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.02
|
|
|
10.09
f
|
Addendum to the Banking Credit Form, dated May 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.02
|
|
|
10.10
f
|
Note of Bank Credit, dated June 21, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.03
|
|
|
10.11
df
|
Global Derivatives Contract (swap agreement), dated June 15, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2012
|
|
10.04
|
|
|
10.12
df
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.01
|
|
|
10.13
df
|
Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.02
|
|
|
10.14
f
|
Fiduciary Conveyance of Movable Goods Agreement, dated July 13, 2012, among Amyris Brasil Ltda., Nossa Caixa Desenvolvimento and Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.03
|
|
|
10.15
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Nossa Caixa Desenvolvimento
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.04
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.16
|
Corporate Guarantee, dated July 13, 2012, issued by registrant to Banco Pine S.A.
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.05
|
|
|
10.17
d
|
Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.14
|
|
|
10.18
d
|
First Amendment dated January 27, 2014 to the Joint Venture Agreement dated April 14, 2010, among Registrant, Amyris Brasil, Ltda, and Usina São Martinho S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
10.01
|
|
|
10.19
d
|
Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.17
|
|
|
10.20
d
|
Articles of Association of Total Amyris BioSolutions B.V.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.22
|
|
|
10.21
d
|
Shareholders Agreement dated December 2, 2013
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.23
|
|
|
10.22
d
|
License Agreement dated December 2, 2013 between registrant and Total Amyris BioSolutions B.V.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.24
|
|
|
10.23
d
|
Pledge of Shares dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Total Amyris BioSolutions B.V.
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.25
|
|
|
10.24
d
|
Escrow Agreement dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Stichting Total Amyris BioSolutions
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.26
|
|
|
10.25
d
|
1.5% Senior Secured Convertible Note dated December 2, 2013 issued by registrant to Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.27
|
|
|
10.26
|
Letter Agreement re: Waiver of Debt Covenants dated December 24, 2013 between registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.28
|
|
|
10.27
d
|
Amended and Restated Master Framework Agreement, dated December 2, 2013, between Amyris and Total Gas & Power USA, SAS
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.29
|
|
|
10.28
|
Letter Agreement dated December 2, 2013 relating to the Senior Secured Convertible Notes and the 1.5% Senior Unsecured Convertible Notes due 2017 between the registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.30
|
|
|
10.29
|
Letter Agreement dated October 4, 2013 between registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.31
|
|
|
10.30
|
Amendment dated December 1, 2013 to Letter Agreement dated October 4, 2013 between registrant and Total Energies Nouvelles Activités USA
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.32
|
|
|
10.31
|
Securities Purchase Agreement, dated August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS)
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.01
|
|
|
10.32
|
Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.24
|
|
|
10.33
|
Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement dated August 8, 2013, between registrant and other parties therein
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
4.25
|
|
|
10.34
|
Voting Agreement, dated August 8, 2013, among registrant and registrant's security holders named therein
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.02
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.35
|
Securities Purchase Agreement, dated September 20, 2013, between registrant and Naxyris S.A.
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
4.03
|
|
|
10.36
c
|
Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.46
|
|
|
10.37
|
Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 11, 2011
|
|
10.01
|
|
|
10.38
d
|
First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between Amyris and Total Gas & Power USA SAS
|
|
10-K/A
|
|
001-34885
|
|
May 2, 2012
|
|
10.19
|
|
|
10.39
d
|
Master Framework Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.06
|
|
|
10.40
d
|
Second Amendment to the Technology License, Development, Research and Collaboration Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
November 9, 2012
|
|
10.07
|
|
|
10.41
d
|
Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.01
|
|
|
10.42
d
|
Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A.
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.02
|
|
|
10.43
df
|
Agreement for the Supply of Sugarcane Juice and Other Utilities, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-Q
|
|
001-34885
|
|
May 9, 2012
|
|
10.06
|
|
|
10.44
df
|
Lease Agreement, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
10.37
|
|
|
10.45
df
|
Addendum to Lease Agreement, dated April 28, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A.
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
10.38
|
|
|
10.46
|
Lease, dated August 22, 2007, between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.17
|
|
|
10.47
|
First Amendment, dated March 10, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.18
|
|
|
10.48
|
Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.19
|
|
|
10.49
|
Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.20
|
|
|
10.50
|
Fourth Amendment, dated November 14, 2009, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.21
|
|
|
10.51
|
Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC
|
|
10-K
|
|
001-34885
|
|
March 14, 2011
|
|
10.17
|
|
|
10.52
|
Sixth Amendment, dated April 30, 2013, to Lease between registrant and ES East, LLC (as successor-in-interest to ES East Associates, LLC)
|
|
10-Q
|
|
001-34885
|
|
August 9, 2013
|
|
10.02
|
|
|
10.53
|
Lease dated April 25, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.22
|
|
|
10.54
|
Letter, dated April 25, 2008, amending Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.23
|
|
|
10.55
|
Second Amendment, dated February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.24
|
|
|
10.56
|
Third Amendment, dated May 1, 2013, to Lease between registrant and EmeryStation Triangle, LLC
|
|
10-Q
|
|
001-34885
|
|
August 9, 2013
|
|
10.03
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.57
|
Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.25
|
|
|
10.58
|
Lease Agreement, dated August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária Ltda.
|
|
10-K
|
|
001-34885
|
|
February 28, 2012
|
|
10.32
|
|
|
10.59
|
First Amendment to Lease Agreement, dated July 31, 2013, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária
|
|
10-Q
|
|
001-34885
|
|
November 5, 2013
|
|
10.01
|
|
|
10.60
|
Private Instrument of Non-Residential Real Estate Lease Agreement, dated March 31, 2008, as amended, between Lucio Tomasiello and Amyris Brasil S.A.
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.26
|
|
|
10.61
df
|
Third Amendment to the Private Instrument of Non Residential Real Estate Lease Agreement, dated October 1, 2012, between Lucio Tomasiello and Amyris Brasil Ltda.
|
|
10-K
|
|
001-34885
|
|
March 28, 2013
|
|
10.51
|
|
|
10.62
g
|
Offer Letter dated September 27, 2006 between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.27
|
|
|
10.63
g
|
Amendment, dated December 18, 2008, between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.28
|
|
|
10.64
g
|
Offer letter, dated January 17, 2008, between registrant and Paulo Diniz
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.31
|
|
|
10.65
eg
|
Consulting Agreement dated December 6, 2013, between registrant and Steven R. Mills
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
10.05
|
|
|
10.66
g
|
Offer letter, dated September 30, 2008, between registrant and Joel Cherry
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.29
|
|
|
10.67
dgi
|
Offer letter, dated February 6, 2013 between registrant and Susanna McFerson
|
|
10-Q
|
|
001-34885
|
|
May 9, 2014
|
|
10.03
|
|
|
10.68
g
|
Offer letter, dated October 23, 2014 between registrant and Raffi Asadorian
|
|
|
|
|
|
|
|
|
|
X
|
10.69
g
|
2005 Stock Option/Stock Issuance Plan
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.02
|
|
|
10.70
g
|
Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.38
|
|
|
10.71
g
|
Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.39
|
|
|
10.72
g
|
Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.40
|
|
|
10.73
g
|
Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.41
|
|
|
10.74
g
|
Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.42
|
|
|
10.75
g
|
Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.43
|
|
|
10.76
g
|
Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.44
|
|
|
10.77
g
|
2010 Equity Incentive Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
June 23, 2010
|
|
10.46
|
|
|
10.78
g
|
2010 Employee Stock Purchase Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.45
|
|
|
10.79
|
Master Collaboration Agreement, dated March 13, 2013, between registrant and Firmenich SA
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.02
|
|
|
10.80
|
Letter agreement, dated March 24, 2013, between registrant and Total Gas & Power USA, SAS
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.03
|
|
|
10.81
|
Amended and Restated Operating Agreement, dated March 26, 2013, among registrant, Cosan US, Inc. and Novvi LLC
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.04
|
|
|
Exhibit
|
|
|
Previously Filed
|
|
Filed
|
||||||
No.
|
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
Herewith
|
10.82
|
IP License Agreement, dated as of March 26, 2013, between registrant and Novvi LLC
|
|
10-Q
|
|
001-34885
|
|
June 9, 2013
|
|
10.06
|
|
|
10.83
gi
|
Amyris, Inc. Executive Severance Plan, effective November 6, 2013
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.92
|
|
|
10.84
gh
|
Compensation arrangements between registrant and its non-employee directors
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.93
|
|
|
10.85
gi
|
Compensation arrangements between registrant and its executive officers
|
|
10-K
|
|
001-34885
|
|
April 2, 2014
|
|
10.94
|
|
|
10.86
d
|
Pilot Plant Sublease dated April 4, 2014 between registrant and Total New Energies USA, Inc.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
10.03
|
|
|
10.87
d
|
Pilot Plant Services Agreement dated April 4, 2014 between registrant and Total New Energies USA, Inc.
|
|
10-Q
|
|
001-34885
|
|
August 8, 2014
|
|
10.04
|
|
|
21.01
|
List of subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.01
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
X
|
23.02
|
Consent Independent Auditors, Pannell Kerr Forster of Texas, P.C.
|
|
|
|
|
|
|
|
|
|
X
|
24.01
|
Power of Attorney (see signature page to this Form 10-K)
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.01
j
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.02
j
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
99.1
|
Novvi LLC Financial Statements December 31, 2014
|
|
|
|
|
|
|
|
|
|
X
|
101
k
|
The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
X
|
a
|
Substantially identical Common Stock Purchase Agreements, each dated May 18, 2012, were entered into with five separate investors. Registrant has filed the form of such Common Stock Purchase Agreements, which is substantially identical in all material respects to all of such Common Stock Purchase Agreements, except as to the parties thereto and the number of shares.
|
b
|
Registrant issued substantially identical 1.5% Senior Unsecured Convertible Notes (or the Notes) to Total Gas & Power USA, SAS on separate dates. Registrant has filed the first of the Notes (number R-1), and has included, with such exhibit, a schedule (updated Schedule A to Exhibit 4.02 of registrant's Form 10-Q filed November 9,2012) identifying each of the Notes and setting forth the material details in which the other Note(s) differ from the filed Note (i.e., the dates of issuance and the amounts of the Notes).
|
c
|
Registrant issued substantially identical 6.5% Senior Convertible Notes due 2019 (the “6.5% Notes”) to Maxwell (Mauritius) Pte Ltd. (“Temasek”), Total Energies Nouvelles Activités USA, and Foris Ventures, LLC on May 29, 2014. Registrant has filed the 6.5% Note issued to Temasek, and has included, with Exhibit 4.35, a schedule (Schedule A to Exhibit 4.03 of registrant's Form 10-Q filed August 8, 2014) identifying each of the 6.5% Notes and setting forth the material details in which the other 6.5% Notes differ from the filed 6.5% Note (i.e., the note number, the purchasers, and the amounts of the 6.5% Notes).
|
d
|
Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted.
|
e
|
Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
|
f
|
Translation to English from Portuguese or Dutch, as applicable, in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (or the Exchange Act).
|
g
|
Indicates management contract or compensatory plan or arrangement.
|
h
|
Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference.
|
i
|
Description contained under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference.
|
j
|
This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
k
|
Pursuant to applicable securities laws and regulations, registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.
|
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
|
FOR AMYRIS INC
|
|
FOR THE DEFENSE ADVANCED
RESEARCH PRODUCTS AGENCY
|
/s/ Nicholas Khadder 10/10/14
|
|
/s/ Michael D. Blackstone 10/10/2014
|
(Signature & Date)
|
|
(Signature & Date)
|
Nicholas Khadder
|
|
Michael D. Blackstone
|
Vice President & General Counsel
|
|
Agreements Officer
|
|
1
of 23
|
|
Modification P00013
|
Conformed Copy
|
Enclosure 1
|
FOR AMYRIS INC
|
|
FOR THE DEFENSE ADVANCED
RESEARCH PRODUCTS AGENCY
|
|
||
//See Modification No. P00013//
|
||
(Signature & Date)
|
|
(Signature & Date)
|
|
|
|
|
|
Michael D. Blackstone
|
|
|
Agreements Officer
|
(Name, Title)
|
|
(Name, Title)
|
|
|
Page
2
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
ARTICLES
|
|
PAGE
|
ARTICLE I
|
Scope of the Agreement
|
4
|
ARTICLE II
|
Term
|
7
|
ARTICLE III
|
Management of the Project
|
8
|
ARTICLE IV
|
Agreement Administration
|
9
|
ARTICLE V
|
Obligation and Payment
|
10
|
ARTICLE VI
|
Disputes
|
13
|
ARTICLE VII
|
Patent Rights
|
14
|
ARTICLE VIII
|
Data Rights
|
17
|
ARTICLE IX
|
Foreign Access to Technology
|
18
|
ARTICLE X
|
Title to and Disposition of Property
|
20
|
ARTICLE XI
|
Civil Rights Act
|
20
|
ARTICLE XII
|
Security
|
20
|
ARTICLE XIII
|
Subcontractors
|
21
|
ARTICLE XIV
|
Key Personnel
|
21
|
ARTICLE XV
|
Export Control
|
21
|
ARTICLE XVI
|
Order of Precedence
|
22
|
ARTICLE XVII
|
Execution
|
22
|
ARTICLE XVIII
|
Applicable Law
|
22
|
ARTICLE XIX
|
Severability
|
22
|
ARTICLE XX
|
Force Majeure
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTACHMENTS
|
|
|
|
|
|
ATTACHMENT 1
|
Statement of Work
|
|
ATTACHMENT 2
|
Report Requirements
|
|
ATTACHMENT 3
|
Schedule of Payments and Payable Milestones
|
|
ATTACHMENT 4
|
Funding Schedule
|
|
ATTACHMENT 5
|
List of Intellectual Property Assertions
|
|
|
3
of 23
|
|
Modification P00013
|
Conformed Copy
|
Enclosure 1
|
|
|
Page
4
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
5
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
6
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
7
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
8
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
9
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
10
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
a.
|
For the Issue By DoDAAC enter HR0011
|
b.
|
For the Admin DoDAAC and Ship To fields, enter S0507A.
|
c.
|
For the Service Acceptor field, enter HR0011, Extension 01.
|
d.
|
Leave the Inspect by DoDAAC, Ship From Code DoDAAC and LPO DoDAAC fields blank unless otherwise directed by the Agreements Officer or Administrative Agreements Officer.
|
e.
|
The following guidance is provided for invoicing processed under this Agreement through WAWF:
|
•
|
The AOR identified at Article IV "Agreement Administration" shall continue to formally inspect and accept the deliverables/payable milestones. To the maximum extent practicable, the AOR shall review the deliverable(s)/payable milestone report(s) and either: 1) provide a written notice of rejection to the Performer which includes feedback
|
|
|
Page
11
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
•
|
Acceptance within the WAWF system shall be performed by the Agreements Officer upon receipt of a confirmation email, or other form of transmittal, from the AOR.
|
•
|
The Performer shall send an email notice to the AOR and Agreements Officer upon submission of an invoice in WAWF (this can be done from within WAWF).
|
•
|
Payments shall be made by DFAS-CO/WEST (HQ0339)
|
•
|
The Performer agrees, when entering invoices entered in WAWF to utilize the CLINs associated with each payable milestone as delineated at Attachment 3. The description of the CLIN shall include reference to the associated milestone number along with other necessary descriptive information. The Performer agrees that the Government may reject invoices not submitted in accordance with this provision.
|
•
|
Cage Code: 47QN9
|
•
|
DUNS: 185930182
|
•
|
TIN:
55-0856151
|
|
|
Page
12
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
13
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
14
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
15
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
1.
|
The Performer agrees to submit, during the term of the Agreement, an annual report on the general subject matter research at Performer or its Collaborators, licensees or assignees in connection with utilization of a Subject Invention or on efforts at obtaining such utilization that is being made by the Performer or its Collaborators, licensees or assignees. Such reports shall include information regarding the general fields of potential products where such Subject Inventions may ultimately assist in commercial sales. The Performer also agrees to provide additional reports as may be requested by DARPA in connection with any march-in proceedings undertaken by DARPA in accordance with paragraph J of this Article. Consistent with 35 U.S.C. § 202(c)(5), DARPA agrees it shall not disclose such information to persons outside the Government without permission of the Performer.
|
2
|
All required reporting shall be accomplished, to the extent possible, using the i-Edison reporting website:
https://s-edison.info.nih.gov/iEdison/
. To the extent any such reporting cannot be
|
|
|
Page
16
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
17
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
18
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
19
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
20
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
A.
|
The Performer shall notify the Agreements Officer in writing prior to making any change in key personnel. The following individuals are designated as key personnel for the purposes of this Agreement:
|
Name
|
Role/Title
|
% of time
|
Jack Newman
|
Chief Science Officer
|
60%
|
Sunil Chandran
|
Team Leader
|
100%
|
B.
|
When replacing any of the personnel identified above, the Performer must demonstrate that the qualifications of the prospective personnel are acceptable to the Government as reasonably determined by the Program Manager. Substitution of key personnel shall be documented by modification to the Agreement made in accordance with the procedures outlined in Article III, paragraph C.
|
|
|
Page
21
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
22
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
|
Page
23
of 23
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
•
|
DNA ligase cycling parameters and the complexity, size, and success rate of the assembled full length DNA constructs.
|
•
|
Reaction parameters and the success and cost of performing sequencing QC on DNA assemblies.
|
•
|
Designer nuclease number, type, and targeting site and the integration efficiency in to the chassis genome.
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
Page
1
of 5
|
|
Modification P00013
|
Conformed Copy
|
Enclosure 1
|
|
Page
2
of 5
|
|
Modification P00013
|
Conformed Copy
|
Enclosure 1
|
|
Page
3
of 5
|
|
Modification P00013
|
Conformed Copy
|
Enclosure 1
|
|
Page
4
of 5
|
|
Modification P00013
|
Conformed Copy
|
Enclosure 1
|
MILESTONE
|
Task
|
Month
|
Payable Milestones
|
Exit Criteria
|
Performer Payment
|
DARPA Payment
|
SUBLCIN/
ACRN
|
||||
|
Phase I
|
|
|
|
|
|
|
||||
1
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00101/AA
|
||||
2
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00201/AA
|
||||
3
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00301/AA
|
||||
4
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00401/AA
|
||||
5
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00501/AA
|
||||
Total
|
|
|
|
|
$335,834
|
$3,022,501
|
|
||||
|
Phase 2
|
|
|
|
|
|
|
||||
6
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00601/AB
|
||||
7
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00701/AB
|
||||
8
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00801/AB
|
||||
9
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
00901/AB
|
||||
[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
|||||||||||
|
|
|
|
|
|
|
|
10
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
01001/AB
|
||||
11
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
001101/AC
|
||||
12
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
001201/AC
|
||||
13
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
001301/AD
|
||||
14
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
001401/AD
@ $76,747
001402/AC
@ $351,946
|
||||
15
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
001501/AC
|
||||
16
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
[*]
|
001601/AD
|
||||
Total
|
|
|
|
|
$
|
583,461
|
|
$
|
4,711,808
|
|
|
|
Phase 1 & Phase 2
|
|
|
|
|
|
|
||||
Total
|
|
|
|
|
$
|
919,295
|
|
$
|
7,734,309
|
|
|
|
|
2
of 2
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
Enclosure 1
|
|
DARPA
Performer
|
|
Funding
Contribution
|
||||
Base (Phase I)
|
|
|
|
||||
|
|
|
|
||||
FY 12 (At time of award)
|
$3,595,518
|
|
$399,501
|
||||
FY 13 (on or about November 2012)
|
$370,411
|
|
$41,158
|
||||
Modification P00007 Reduction
|
($943,428)
|
|
($104,825)
|
||||
|
|
|
|
||||
Phase 1 Totals
|
$3,022,501
|
|
$335,834
|
||||
|
|
|
|
||||
Option (Phase 2)
|
|
|
|
||||
|
|
|
|
||||
FY 13 (At time of Exercise)
|
$2,079,497
|
|
$231,055
|
||||
FY 13 (Modification P00008)
|
$552,931
|
|
$61,437
|
||||
FY13 (Modification P00009)
|
$645,890
|
|
$71,765
|
||||
FY 14 (
Modification P00011
)
|
$
|
1,353.490
|
|
|
$
|
150,388
|
|
FY 14 (
Modification P00013
)
|
$80,000
|
|
$68,816
|
||||
|
|
|
|
||||
Phase 2 Totals
|
$4,711,808
|
|
$583,461
|
||||
|
|
|
|
||||
AGREEMENT TOTALS
|
$7,734,309
|
|
$919,295
|
|
Total Contribution
|
Cash*
|
In-kind**
|
|
|
|
|
Phase 1
|
$335,834
|
$335,834
|
$0
|
Phase 2
|
$583,461
|
$583,461
|
$0
|
|
|
|
|
Total
|
$919,295
|
$919,295
|
$0
|
|
Page 1 of 1
|
|
Modification P00013
|
Conformed Copy
|
Enclosure 1
|
Agreement No. HR0011-12-3-0006
|
|
Attachment 5
|
Agreement No. HR0011-12-3-0006
|
|
Attachment 5
|
Technical Data Computer Software to be Furnished with Restrictions
|
Basis for Assertion
|
Asserted
Rights
Category
|
Name of
Person
Asserting
Restrictions
|
[*]
|
|
|
|
[*]
|
Developed exclusively at private expense
|
Restricted
Rights
|
Amyris, Inc.
|
[*]
|
Developed exclusively at private expense
|
Restricted
Rights
|
Amyris, Inc.
|
[*]
|
Developed exclusively at private expense
|
Restricted
Rights
|
Amyris, Inc.
|
[*]
|
Developed exclusively at private expense
|
Restricted
Rights
|
Amyris, Inc.
|
[*]
|
Developed exclusively at private expense
|
Restricted
Rights
|
Amyris, Inc.
|
[*]
|
Developed exclusively at private expense
|
Restricted
Rights
|
Amyris, Inc.
|
[*]
|
Software suites were developed exclusively with private funding.
|
Limited Rights
|
Amyris, Inc.
|
[*]
|
Software suites were Developed exclusively with private funding
|
Limited Rights
|
Amyris, Inc.
|
[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
|||
|
|
|
|
Agreement No. HR0011-12-3-0006
|
|
Attachment 5
|
Technical Data Computer Software to be Furnished with Restrictions
|
Basis for Assertion
|
Asserted
Rights
Category
|
Name of
Person
Asserting
Restrictions
|
[*]
|
|
|
|
[*]
|
Amyris has generated extensive information related to the isoprenoid pathways which will be used as a benchmark to assess performance of this proposal but the underlying comparative data was developed exclusively with private funding.
|
Restricted
Rights
|
Amyris, Inc.
|
|
|
3
of 3
|
|
|
Modification P00013
|
|
Conformed Copy
|
|
P00013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HR0011-12-3-0006
P00014
Page 2 of 2
|
|
|
FOR THE DEFENSE ADVANCED
RESEARCH PRODUCTS AGENCY
|
|
|
/s/ Michael D. Blackstone 2014.11.25
|
|
|
(Signature & Date)
|
|
|
Michael D. Blackstone
|
|
|
Agreements Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Movement of household goods, including packaging and crating service
|
•
|
Movement of automobiles
|
•
|
Home finding trip and area tour for you and your spouse, Includes airfare, hotel and meal expenses
|
•
|
Up to three (3) months of rental expense for temporary housing for you and your family in order to provide you enough time to secure permanent accommodations; and
|
•
|
Up to three (3) months of storage of your personal house goods.
|
•
|
You must provide satisfactory documentary proof of your identity and right to work in the United States of America on your first day of employment.
|
•
|
You must agree in writing to the terms of the enclosed
Proprietary Information and Inventions Agreement
(“
PIIA
”) without modification.
|
•
|
You must consent to, and Amyris must obtain satisfactory results from, reference and background checks. Until you have been informed in writing by the Company that such checks have been completed and the results satisfactory, you may wish to defer reliance on this offer.
|
•
|
You must agree in writing to the terms of the enclosed
Mutual Agreement to Binding Arbitration
(“
Arbitration Agreement
”) without modification.
|
|
|
|
|
Subsidiaries
|
State or Other Jurisdiction of Incorporation or
Organization
|
Amyris Fuels, LLC
|
Delaware
|
AB Technologies LLC
|
Delaware
|
Amyris Brasil Ltda.
|
Brazil
|
SMA Indústria Química S.A.
|
Brazil
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amyris, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
Date: March 31, 2015
|
|
|
/s/ JOHN MELO
|
|
|
|
John Melo
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amyris, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
Date: March 31, 2015
|
|
|
/s/ RAFFI ASADORIAN
|
|
|
|
Raffi Asadorian
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date: March 31, 2015
|
|
|
/s/ JOHN MELO
|
|
|
|
John Melo
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: March 31, 2015
|
|
|
/s/ RAFFI ASADORIAN
|
|
|
|
Raffi Asadorian
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
Year Ended December 31, 2014
|
|
Period
from Inception (March 26, 2013) through December 31, 2013
|
||||
|
|
|
|
||||
Revenues
|
$
|
159,488
|
|
|
$
|
—
|
|
Cost of sales
|
2,410,192
|
|
|
—
|
|
||
|
|
|
|
||||
Gross margin
|
(2,250,704)
|
|
|
—
|
|
||
|
|
|
|
||||
Operating expenses
|
|
|
|
||||
Research and development
|
691,045
|
|
|
4,509,562
|
|
||
Selling, general and administrative expenses
|
6,003,155
|
|
|
2,428,025
|
|
||
Depreciation and amortization
|
80,504
|
|
|
17,412
|
|
||
|
|
|
|
||||
Total operating expenses
|
6,774,704
|
|
|
6,954,999
|
|
||
|
|
|
|
||||
Operating loss
|
(9,025,408)
|
|
|
(6,954,999)
|
|
||
|
|
|
|
||||
Other income (expense)
|
|
|
|
||||
Interest expense
|
(6,328)
|
|
|
—
|
|
||
Other income
|
7,549
|
|
|
—
|
|
||
|
|
|
|
||||
Total other income, net
|
1,221
|
|
|
—
|
|
||
|
|
|
|
||||
Net loss
|
$
|
(9,024,187
|
)
|
|
$
|
(6,954,999
|
)
|
|
Total
Members’
Capital (Deficit)
|
||
|
|
||
Members’ capital – March 26, 2013
|
$
|
—
|
|
|
|
||
Initial contribution from member on April 1, 2013
|
10,000,000
|
|
|
|
|
||
Net loss
|
(6,954,999)
|
|
|
|
|
||
Members’ capital – December 31, 2013
|
3,045,001
|
|
|
|
|
||
Contributions from members
|
4,624,534
|
|
|
|
|
||
Net loss
|
(9,024,187)
|
|
|
|
|
||
Members’ deficit – December 31, 2014
|
$
|
(1,354,652
|
)
|
|
Year Ended
December 31, 2014
|
|
Period
from Inception (March 26, 2013)
through December 31, 2013
|
||||
|
|
|
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(9,024,187
|
)
|
|
$
|
(6,954,999
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
||||
Depreciation
|
80,504
|
|
|
17,412
|
|
||
Inventory allowance provision
|
(2,027,279)
|
|
|
—
|
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(120,165)
|
|
|
—
|
|
||
Inventories
|
2,018,443
|
|
|
(1,027,414)
|
|
||
Prepaid expenses
|
(27,263)
|
|
|
(5,604)
|
|
||
Accounts payable
|
927,923
|
|
|
259,142
|
|
||
Accrued expenses
|
699,341
|
|
|
72,231
|
|
||
Deferred revenue
|
35,015
|
|
|
—
|
|
||
|
|
|
|
||||
Net cash used in operating activities
|
(7,437,668)
|
|
|
(7,639,232)
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(2,539,063)
|
|
|
(512,490)
|
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(2,539,063)
|
|
|
(512,490)
|
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from notes payable – related parties
|
5,580,000
|
|
|
—
|
|
||
Contributions from members
|
4,150,000
|
|
|
10,000,000
|
|
||
|
|
|
|
||||
Net cash provided by financing activities
|
9,730,000
|
|
|
10,000,000
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(246,731)
|
|
|
1,848,278
|
|
||
|
|
|
|
||||
Cash and cash equivalents – beginning of year/period
|
1,848,278
|
|
|
—
|
|
||
|
|
|
|
||||
Cash and cash equivalents – end of year
|
$
|
1,601,547
|
|
|
$
|
1,848,278
|
|
|
|
|
|
||||
Non-cash financing activities
|
|
|
|
||||
Conversion of accounts payable to member’s capital
|
$
|
474,534
|
|
|
$
|
—
|
|
|
|
Years
|
|
|
|
Machinery and equipment
|
|
10 - 15
|
Computer software and equipment
|
|
3 - 5
|
Plant, tanks, pipelines and other major components
|
|
25
|
|
2014
|
|
2013
|
||||
Raw materials
|
$
|
56,849
|
|
|
$
|
1,027,414
|
|
Work in progress
|
993,360
|
|
|
—
|
|
||
Finished goods
|
1,997,453
|
|
|
—
|
|
||
Spare parts
|
15,867
|
|
|
—
|
|
||
|
|
|
|
||||
|
3,063,529
|
|
|
1,027,414
|
|
||
Inventory allowance
|
(2,027,279)
|
|
|
—
|
|
||
|
|
|
|
||||
Inventories, net
|
$
|
1,036,250
|
|
|
$
|
1,027,414
|
|
|
2014
|
|
2013
|
||||
Plant
|
$
|
1,894,665
|
|
|
$
|
—
|
|
Machinery and equipment
|
733,250
|
|
|
257,661
|
|
||
Computer equipment
|
41,702
|
|
|
26,322
|
|
||
Construction in progress
|
381,935
|
|
|
228,507
|
|
||
|
|
|
|
||||
|
3,051,552
|
|
|
512,490
|
|
||
Less accumulated depreciation
|
(97,915)
|
|
|
(17,412)
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
2953,637
|
|
|
$
|
495,078
|
|