BioAmber Inc. (Form: 10-Q, Received: 11/07/2016 17:42:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35905

BIOAMBER INC.

(Exact name of registrant as specified in its charter)

Delaware

98-0601045

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Jean-François Huc

President and Chief Executive Officer

BioAmber Inc.

1250 Rene Levesque West, Suite 4310

Montreal, Quebec, Canada H3B 4W8

Telephone: (514) 844-8000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ ( D o n o t c h e c k i f a s m a l l e r r e p o r t i n g c o m p a n y )	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ N o ☒

As of November 7, 2016, there were 28,836,983 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains or incorporates by reference statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements may contain projections of our future results of operations or of our financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” “plan,” “projected” or the negative of such words or other similar words or phrases. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You are cautioned not to unduly rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to:


	•		the expected funding sources of our future planned manufacturing facilities and the expected timing of the completion of construction and the start of commercial operations at each of these facilities;


	•		our joint venture with Mitsui & Co. Ltd., or Mitsui;


	•		our offtake agreements with Vinmar International Ltd., or Vinmar, related to bio-based 1,4-butanediol, which we refer to as 1,4 BDO or BDO, tetrahydrofuran, which we refer to as THF, and bio-based succinic acid, and with PTTMCC Biochem Company Limited, or PTTMCC Biochem, for bio-succinic acid;


	•		the expected market applications for our products and the sizes of these addressable markets;


	•		our ability to gain market acceptance for bio-succinic acid, its derivatives including 1,4 BDO and THF and other building block chemicals;


	•		our ability to ramp up commercial sales and execute on our commercial expansion plan, including the timing and volume of our future production and sales;


	•		the expected cost-competitiveness and relative performance attributes of our bio-succinic acid and the products derived from it;


	•		our ability to cost-effectively produce and commercialize bio-succinic acid, its derivatives and other building block chemicals;


	•		customer qualification, approval and acceptance of our products;


	•		our ability to maintain and advance strategic partnerships and collaborations and the expected benefits and accessible markets related to those partnerships and collaborations;


	•		the impact of our off-take agreements on our business with our customers, our distributors and our current and future equity partners;


	•		our ability to economically obtain feedstock and other inputs;


	•		the achievement of advances in our technology platform;


	•		our ability to obtain and maintain intellectual property protection for our products and processes and not infringe on others’ rights;


	•		government regulatory and industry certification approvals for our facilities and products;


	•		government policymaking and incentives relating to bio-chemicals; and
	•		our ability to maintain an effective system of internal controls and prevent future material weaknesses or significant deficiencies from occurring;
	•		our ability to maintain and secure adequate funding for our current business activities;

and other risks and uncertainties referenced under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. You sh ould not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do n ot undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or the respective dates of documents incorporated by reference herein or therein that include forward-looking statements.

BIOAMBER INC.

Form 10-Q

Table of Contents

			Page
	Special Note Regarding Forward-looking Statements		2
Part I—Financial Information
Item 1.		Condensed Consolidated Financial Statements (Unaudited)	5
		Consolidated Statements of Operations (Unaudited)	5
		Consolidated Statements of Comprehensive Loss (Unaudited)	6
		Consolidated Balance Sheets (Unaudited)	7
		Consolidated Statements of Shareholders’ Equity (Unaudited)	8
		Consolidated Statements of Cash Flows (Unaudited)	9
		Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.		Controls and Procedures	38
Part II—Other Information
Item 1.		Legal Proceedings	39
Item 1A.		Risk Factors	39
Item 2.		Use of Proceeds	39
Item 5.		Other Information	39
Item 6.		Exhibits	41
Signatures			42

PART I—FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

BIOAMBER INC.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	$			$			$			$

Product sales		3,661,454			351,695			7,641,036			1,060,844
Cost of goods sold excluding depreciation and amortization		5,034,580			366,854			11,577,961			1,429,266
Operating expenses
General and administrative		1,767,342			2,220,429			7,376,461			7,811,701
Research and development, net		1,773,117			5,999,272			5,144,760			15,567,742
Sales and marketing		479,382			920,705			2,219,097			3,197,612
Depreciation of property and equipment and amortization of intangible assets		1,208,444			123,490			3,600,306			288,184
Write-off of intangible assets (Note 5)		—			—			—			1,141,000
Foreign exchange (gain) loss		(28,912	)		610,086			117,067			868,219
Operating expenses		5,199,373			9,873,982			18,457,691			28,874,458
Operating loss		(6,572,499	)		(9,889,141	)		(22,394,616	)		(29,242,880	)
Amortization of debt discounts		1,037,600			123,370			2,478,045			281,430
Financial charges (income), net (Note 9)		3,190,146			(1,552,042	)		(4,660,254	)		2,801,178
Grant income		(4,046,532	)		—			(4,046,532	)		—
Other (income) expense, net		(34,261	)		(515	)		137,836			(21,565	)
Loss before income taxes		(6,719,452	)		(8,459,954	)		(16,303,711	)		(32,303,923	)
Income taxes (Note 13)		—			(28,651	)		18,379			15,272
Net loss		(6,719,452	)		(8,431,303	)		(16,322,090	)		(32,319,195	)
Net loss attributable to:
BioAmber Inc. shareholders		(6,158,414	)		(7,050,906	)		(12,293,434	)		(29,428,290	)
Non-controlling interest		(561,038	)		(1,380,397	)		(4,028,656	)		(2,890,905	)
		(6,719,452	)		(8,431,303	)		(16,322,090	)		(32,319,195	)
Net loss per share attributable to BioAmber Inc. shareholders - basic	$	(0.21	)	$	(0.27	)	$	(0.43	)	$	(1.23	)
Weighted-average of common shares outstanding - basic		28,811,169			25,857,671			28,592,360			24,007,572

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Statements of Comprehensive Loss
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	$			$			$			$
Net loss		(6,719,452	)		(8,431,303	)		(16,322,090	)		(32,319,195	)
Foreign currency translation adjustment		(637,801	)		(7,032,463	)		6,124,414			(12,198,824	)
Total comprehensive loss		(7,357,253	)		(15,463,766	)		(10,197,676	)		(44,518,019	)
Total comprehensive loss attributable to:
BioAmber Inc. shareholders		(6,535,317	)		(11,993,577	)		(8,254,388	)		(37,913,629	)
Non-controlling interest		(821,936	)		(3,470,189	)		(1,943,288	)		(6,604,390	)
		(7,357,253	)		(15,463,766	)		(10,197,676	)		(44,518,019	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Balance Sheets

(Unaudited)

	As of			As of
	September 30,			December 31,
	2016			2015
	$			$
Assets
Current assets
Cash and cash equivalents		15,939,611			6,973,591
Accounts receivable		3,973,067			978,634
Inventories (Note 3)		2,545,253			1,749,224
Prepaid expenses and deposits		525,567			579,864
Valued added tax, income taxes and other receivables		429,879			562,800
Total current assets		23,413,377			10,844,113
Property and equipment, net (Note 4)		125,821,203			122,542,688
Investment in equity method and cost investments (Note 2)		447,035			447,035
Intangible assets, net (Note 5)		6,184,360			6,352,091
Goodwill		625,364			625,364
Restricted cash		572,850			540,975
Deferred financing costs		545,894			434,941
Total assets		157,610,083			141,787,207

Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 6)		5,478,275			15,834,274
Income taxes payable		117,932			112,256
Deferred grants (Note 8)		—			3,437,791
Short-term portion of long-term debt (Note 7)		23,750,206			10,297,542
Total current liabilities		29,346,413			29,681,863
Long-term debt (Note 7)		30,715,257			28,491,549
Warrants financial liability (Note 12)		4,231,012			12,231,906
Other long-term liabilities		261,999			443,135
Total liabilities		64,554,681			70,848,453
Commitments and contingencies (Note 10)
Redeemable non-controlling interest (Note 11)		40,366,347			24,583,636
Equity
Share capital
Common stock:
$0.01 par value per share; 250,000,000 authorized, 28,836,983 and 26,181,753 issued and outstanding at September 30, 2016 and December 31, 2015, respectively		288,369			261,817
Additional paid-in capital		273,399,458			258,792,171
Warrants (Note 12)		702,562			748,075
Accumulated deficit		(210,583,331	)		(198,289,897	)
Accumulated other comprehensive loss		(11,118,003	)		(15,157,048	)
Total BioAmber Inc. shareholders’ equity		52,689,055			46,355,118
Total liabilities and equity		157,610,083			141,787,207

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Statements of Shareholders’ Equity

(in U.S. dollars, except for shares data)

(Unaudited)

	Common stock				Additional paid-in capital		Warrants						Accumulated deficit			Accumulated other comprehensive loss			Total shareholders' equity
	Shares		Par value				Shares			Par value
			$		$					$			$			$			$
Balance at December 31, 2015		26,181,753		261,817		258,792,171		491,236			748,075			(198,289,897	)		(15,157,048	)		46,355,118
Stock-based compensation (Note 12)		—		—		2,686,065		—			—			—			—			2,686,065
Issuance of shares, net of issuance costs		2,600,000		26,000		11,917,683		—			—			—			—			11,943,683
Warrants exercised/expired /cancelled		55,230		552		3,539		(59,885	)		(45,513	)		—			—			(41,422	)
Net loss		—		—		—		—			—			(12,293,434	)		—			(12,293,434	)
Foreign currency translation		—		—		—		—			—			—			4,039,045			4,039,045
Balance at September 30, 2016		28,836,983		288,369		273,399,458		431,351			702,562			(210,583,331	)		(11,118,003	)		52,689,055

The accompanying notes are integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2016			2015
	$			$
Cash flows from operating activities
Net loss		(16,322,090	)		(32,319,195	)
Adjustments to reconcile net loss to cash:
Stock-based compensation		2,686,065			3,854,675
Depreciation of property and equipment and amortization of intangible assets		3,600,306			288,184
Write-off intangible assets		—			1,141,000
Loss on disposals of property and equipment		133,141			—
Amortization of debt discounts		2,478,045			281,430
Other long-term liabilities		(16,858	)		34,010
Financial charges (income), net (Note 9)		(8,102,915	)		1,040,608
Grant income		(4,046,532	)		—
Changes in operating assets and liabilities
Change in accounts receivable		(2,903,292	)		(474,027	)
Change in inventories		(738,843	)		494,392
Change in prepaid expenses and deposits		108,152			(145,598	)
Change in value added tax, income taxes and other receivables		215,989			2,115,019
Change in accounts payable to ARD		—			(983,465	)
Change in accounts payable and accrued liabilities		(10,191,943	)		2,182,397
Net cash used in operating activities		(33,100,775	)		(22,490,570	)
Cash flows from investing activities
Acquisition of property and equipment and intangible asset, net of disposals		(540,411	)		(62,465,211	)
Investment in equity method and cost investments (Note 2)		—			(412,433	)
Net cash used in investing activities		(540,411	)		(62,877,644	)

Cash flows from financing activities
Deferred financing costs		(1,369,476	)		(882,485	)
Issuance of short-term and long-term debt (Note 7)		26,929,000			21,967,288
Repayment of long-term debt (Note 7)		(14,080,737	)		(585,385	)
Government grants (Note 8)		1,108,262			7,946,840
Net proceeds from issuance of common shares		11,918,373			33,114,136
Proceeds from issuance of shares by a subsidiary (Note 11)		17,726,000			8,896,696
Net cash provided by financing activities		42,231,422			70,457,090
Foreign exchange impact on cash and cash equivalents		375,784			(1,926,016	)
Increase (decrease) in cash and cash equivalents		8,966,020			(16,837,140	)
Cash and cash equivalents, beginning of period		6,973,591			51,042,752
Cash and cash equivalents, end of period		15,939,611			34,205,612
Supplemental cash flow information:
Non-cash transactions:
Deferred financing costs related to the second public offering not yet paid		—			60,000
Construction in-progress costs and fixed assets not yet paid		—			9,626,642
Amortization of debt discounts capitalized to fixed assets		—			1,669,021
Interest paid		1,716,727			2,001,533

The accompanying notes are an integral part of the condensed consolidated financial statements.

BIOAMBER INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Securities and Exchange (“SEC”) rules and regulations and using the same accounting policies as described in Note 2 of the audited consolidated financial statements included in BioAmber Inc. (BioAmber or the Company) Annual Report on Form 10-K for the fiscal year ended December 31, 2015, except for the adoption of the Accounting Standard Update 2015-03, as referenced in paragraph Retrospective changes below. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The Company’s management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2016 or any other future period.

Risk and uncertainties

BioAmber is an industrial biotechnology company producing sustainable chemicals. The Company’s activities since inception have consisted principally of raising capital for performing research and development activities, developing markets related to its bio-succinic acid product and derived products, acquiring technology patents, producing and selling bio-succinic acid from a large-scale demonstration facility in Pomacle, France and from its Sarnia facility , and building its Sarnia facility. The attainment of profitable operations is dependent upon future events, including operation of the commercial-scale manufacturing facility in Sarnia, Ontario, further advancing its existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure , gaining market acceptance for its bio-succinic acid, its derivatives and other building block chemicals, obtaining adequate financing to complete its development activities, and attracting and retaining qualified personnel.

Retrospective changes

The Company adopted Accounting Standards Update ("ASU") 2015-03 Simplifying the Presentation of Debt Issuance Costs, on a retrospective basis in the three months ended March 31, 2016. In accordance with the adoption of this guidance, prior year amounts related to deferred debt issuance costs associated with long-term debt have been adjusted for the retrospective change in accounting principle. As of December 31, 2015, the Company has reclassified $1.3 million of deferred financing costs associated with long-term debt in the consolidated balance sheet, against the long-term debt. Refer to Note 7 for further information.

Cost of Goods Sold

Cost of goods sold includes costs directly associated with finish goods production, such as direct materials, direct labor, utilities and certain plant overhead. Cost of goods sold also includes a bnormal production costs from the Sarnia facility production volume ramp-up.

N et loss per share

The Company computes net loss per share in accordance with FASB ASC 260, Earnings per share , under which basic net loss per share attributable to common shareholders is computed by dividing net loss attributable to common shareholders by the basic weighted-average number of common shares outstanding during the period. Shares issued and reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted earnings per share (“EPS”) is similar to the computation of the basic EPS except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all of the potentially dilutive shares of common stock had been issued. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends and the after-tax amount of interest recognized in the period associated with any convertible debt. The numerator is also adjusted for any other changes in income or loss that would result from the assumed conversion of those potential shares of common stock such as profit-sharing expenses. Common equivalent shares are excluded from the diluted EPS calculation if their effect is anti-dilutive. Losses have been incurred in each period since inception, at the exception of the previous quarter; accordingly, diluted loss per share is not presented.

Recently adopted and recently issue d accounting guidance

In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition - Revenue from Contracts with Customers, which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard is effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). This ASU requires management to assess and evaluate whether conditions or events exist, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements issue date. The provisions of ASU 2014-15 are effective for reporting periods beginning after December 15, 2016; early adoption is permitted. Based on the outcome of our financial initiatives, additional disclosures may be required upon application of the ASU.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (“ASU-2015-11”). ASU 2015-11 applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. ASU 2015-11 requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in ASU 2015-11 more closely align the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards (“IFRS”). ASU 2015-11 is effective for fiscal years beginning after December 31, 2016. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which among other changes in accounting and disclosure requirements, replaces the cost method of accounting for non-marketable equity securities with a model for recognizing impairments and observable price changes, and also eliminates the available-for-sale classification for marketable equity securities. Under the new guidance, other than when the consolidation or equity method of accounting is utilized, changes in the fair value of equity securities are to be recognized in earnings. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments” to address diversity in practice on certain specific cash flow issues. The ASU will be effective for the Company for the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

2. Equity and Cost Investments

Sinoven, the Company’s wholly-owned subsidiary and a third-party, NatureWorks LLC, are both 50% holders of the joint venture AmberWorks.

AmberWorks had a net loss of $nil for the three and nine months ended September 30, 2016 and 2015, respectively. Sinoven’s share of the net loss amounted to $nil for those periods.

AmberWorks had total assets of $69,202 and total liabilities of $nil as of September 30, 2016 and December 31, 2015, respectively. Sinoven’s share of net assets amounted to $34,601 as of those periods, respectively.

On February 5, 2015, the Company invested $412,434 (CAD$ 500,000) in Comet Biorefining Inc., a start-up private company, which represented a 6.6% ownership interest. This investment is recorded using the cost investment method.

3. Inventories

	September 30,		December 31,
	2016		2015
	$		$
Finished goods		1,690,504		904,846
Work in progress		77,201		94,675
Raw material		615,807		610,773
Supplies and spare parts		161,741		138,930
Total		2,545,253		1,749,224

The company recorded an inventory reserve of approximately $nil and $300,000 in the three and nine months ended September 30, 2015, respectively, and $nil in the three and nine months ended September 30, 2016.

4. Property and equipment

	Estimated
	Useful	September 30,			December 31,
	Life	2016			2015
	(years)
		$			$
Land			272,663			242,957
Building	40		89,491,026			85,597,851
Machinery and equipment	5 - 20		33,461,595			31,407,524
Furniture and fixtures	5 - 8		116,432			122,285
Computers, office equipment and peripherals	3 - 7		188,583			182,720
Leasehold improvement	10		336,675			330,283
Construction in-progress			6,431,376			5,902,054
			130,298,350			123,785,674
Less: accumulated depreciation			(4,477,147	)		(1,242,986	)
Property and equipment, net			125,821,203			122,542,688

Depreciation expense is recorded as an operating expense in the consolidated statements of operations and amounted to $1,155,707 and $105,411 for the three months ended September 30, 2016 and 2015, respectively and to $3,441,217 and $238,329 for the nine months ended September 30, 2016 and 2015 respectively.

During the three months ended September 30, 2016, a portion of the holdback received from Sustainable Development Technology Canada grant for an amount of $703,793 was reclassified against the property and equipment. Refer to note 8 for details.

5. Intangible assets

	September 30,			December 31,
	2016			2015
	$			$

License with indefinite-lived		3,106,767			3,106,767
Acquired licenses with definite-lived		3,017,550			3,017,550
Computer software and licenses		390,918			398,048
Less: accumulated amortization		(330,875	)		(170,274	)
Intangible assets, net		6,184,360			6,352,091

Amortization expense is recorded as an operating expense in the consolidated statements of operations and amounted to $52,737 and $18,079 for the three months ended September 30, 2016 and 2015, respectively and to $159,089 and $49,855 for the nine months ended September 30, 2016 and 2015 respectively.

On April 20, 2015, the Company elected to terminate its license with DuPont for their catalysts following the decision to pursue with the BDO technology licensed from Davy for all future plants, in addition to the planned 100,000 ton per year capacity plant. As a result, the carrying value of the DuPont license of $1,141,000 was written off during the three months ended September 30, 2015.

6. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consisted of the following:

	September 30,		December 31,
	2016		2015
	$		$
Trade accounts payable		3,568,194		12,006,592
Accrued payroll and bonus		867,858		1,049,637
Consulting and legal fees		407,067		2,021,858
Accrued interest		342,836		282,506
Other		292,320		473,681
Total		5,478,275		15,834,274

7. Short-term and Long-term debt

Sustainable Jobs and Investment Fund (“SJIF”)

On September 30, 2011, BioAmber Sarnia and the Minister of Economic Development and Trade of Ontario, Canada (Sustainable Jobs Innovation Fund) entered into an agreement pursuant to which a loan in the amount of CAD$15,000,000, was granted to BioAmber Sarnia, according to the following principal terms:

•

the loan is interest free during the first five years provided BioAmber Sarnia creates or retains an average of 31 jobs per year, calculated on an annual basis;

•

the loan will bear interest from the fifth anniversary date of its disbursement at an annual rate of 3.98% (or 5.98% if BioAmber Sarnia does not fully achieve the cumulative job target for the first five years);

•

the principal will be repayable in five annual equal installments from the sixth anniversary date of the disbursement of the loan;

•

the loan is secured by a guarantee from BioAmber and Mitsui & Co., Ltd., the non-controlling shareholder of BioAmber Sarnia (the guarantee being limited to its percentage of ownership held in BioAmber Sarnia); and

•

the loan is secured by (i) a general security agreement representing a valid charge on BioAmber Sarnia’s present and future accounts receivable, inventory, equipment and other personal property and (ii) a valid charge against the leasehold interest on the portion of the real property located in Sarnia Ontario, Canada and leased to BioAmber Sarnia.

As of September 30, 2016, all disbursements were received. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was between 12% and 15%, being the interest rates a loan with similar terms and conditions would carry.

The difference between the face value of the loan and the discounted amount of the loan was recorded as a short-term deferred grant and subsequently reclassified to reduce the cost of construction in-progress.

The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan.

ii)

Sustainable Chemistry Alliance (“SCA”)

In November 2011, BioAmber Sarnia entered into a loan agreement with SCA in the amount of CAD$500,000. The loan was interest free until November 30, 2013, and the unpaid balance of the loan subsequently bears interest at the rate of 5% per annum compounded monthly. The loan’s principal is repayable in 20 equal quarterly installments of CAD$25,000 from November 2015 to November 2020. The loan agreement contains various legal and financial covenants including i) third party credit facilities which could not exceed originally CAD$45 million in the aggregate as long as any principal of the loan remains outstanding, and ii) dividends may not be declared or paid without the consent of the lender. The loan agreement was amended to increase the third party credit facilities from CAD$45 million to CAD$60 million in the aggregate in June 2014, and subsequently from CAD$60 million to CAD$67.5 million in the aggregate in March 2016. These covenants were met as of September 30, 2016.

The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry.

The difference between the face value of the loan and the discounted amount of the loan was recorded as a deferred grant, and subsequently reclassified against operating expenses during the period ended December 31, 2015.

The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan.

iii)

Federal Economic Development Agency (“FEDDEV”)

On September 30, 2011, BioAmber Sarnia and FEDDEV entered into a contribution agreement pursuant to which a loan of up to a maximum amount of CAD$12 million, was granted to BioAmber Sarnia. The loan is non-interest bearing with original repayment of principal from October 2013 to October 2018 in 60 monthly installments. The repayment terms were later modified as described below.

The loan agreement contains various legal and financial covenants ordinarily found in such government agency loan agreements. In addition, the following specific covenants also apply:

(a)

the Company will carry appropriate amounts of liability and casualty insurance during the duration of the loan agreement;

(b)

the Company will not allow change of control without prior written consent of the Minister.

These covenants were met as of September 30, 2016.

On March 20, 2013, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from the period October 2013 to October 2018, to the period October 2014 to October 2019. In May 2014, the repayment of principal was subsequently amended to the period October 2015 to October 2020. The Company recorded the impact of the amendments in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments . Accordingly, the amendments were recorded as a debt extinguishment and the issuance of new debt, with new terms.

iv)

Minister of Agriculture and Agri-Food of Canada (“AAFC”)

On March 10, 2014, BioAmber Sarnia entered into a repayable contribution agreement in the form of a non-interest bearing loan with the Minister of Agriculture and Agri-Food of Canada in the amount of CAD$10 million, for the AgriInnovation Program. This loan provided progressive disbursements as eligible costs were incurred for building construction, installation of equipment and start-up and commissioning of the Sarnia facility. The loan is repayable in equal, monthly installments beginning March 31, 2016 through March 31, 2026 and it contains various legal and financial covenants ordinarily found in such government agency loan agreements. These covenants were met as of September 30, 2016.

As of September 30, 2016, all disbursements were received. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry.

Comerica Bank, Export Development Canada and Farm Credit Canada (“EDC”)

On June 20, 2014, BioAmber Sarnia signed a loan agreement with a financial consortium, comprised of Comerica Bank, Export Development Canada and Farm Credit Canada for a senior secured loan in the principal amount of CAD$20.0 million, which was disbursed on May 12, 2015. The loan’s principal is repayable in 26 equal, quarterly installments beginning on September 30, 2015, and at floating interest rate per annum based on the greater of (i) the Canadian prime rate and (ii) the Canadian dealer offered rate plus 1%, in either case plus an interest spread of 5%. There was an initial interest-only period from draw down of the term loan until the first payment of principal. The disbursement of the loan, net of a 2.5% upfront loan fee of CAD$500,000, was recorded as debt discount and is amortized over the estimated term of the loan using the effective interest method. BioAmber Sarnia paid a 1.0% per annum commitment fee on the undrawn amount, until the drawdown.

The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a grant applied as reduction of the cost of construction in-progress.

BioAmber Sarnia may prepay all or a portion of the loan outstanding from and after the date of the first principal repayment, without penalty.

BioAmber Sarnia’s obligations under the loan are secured by (i) a security interest on all of BioAmber Sarnia’s assets and (ii) a pledge of all the shares of BioAmber Sarnia. In addition, the Company provides the lenders with a guarantee representing 70% of the secured obligations under the loan, and Mitsui & Co., Ltd. provides a guarantee representing 30% of the secured obligations under the loan that is capped at CAD$6.0 million plus all accrued interest on the secured obligations and fees and expenses. The proceeds of the loan were used by BioAmber Sarnia to complete the ongoing construction of the Sarnia Plant and fund its startup and commissioning.

The loan agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings, including in connection with the disbursement of the loan. On August 9, 2016, the loan agreement was amended, to adjust the financial covenants to require BioAmber Sarnia to maintain a minimum debt service ratio of 1.75 on a historical basis, at all times, to be certified monthly, during the term of the loan starting September 30, 2017. Financial covenants also include a minimum cash balance requirement of CAD$4.0 million, and a minimum gross revenue from product sales covenant. The agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the loan, the failure to comply with certain covenants and agreements specified in the agreement, the occurrence of a material adverse effect, defaults in respect of certain other indebtedness and agreements, and certain events of insolvency. If an event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the loan may become due and payable immediately . All applicable covenants as of September 30, 2016 have been met.

vi)

Tennenbaum Capital Partners, LLC (“TCP”)

On December 17, 2014, the Company entered into a Loan and Security Agreement (the “Agreement”) with funds managed by TCP. The proceeds received were used to repay in full, the Loan and Security Agreement with Hercules Technology Growth Capital Inc. (“HTGC”) that was entered into on June 27, 2013, and for general corporate purposes.

The senior secured term loan of $25 million (the “Facility”) was funded on December 18, 2014, net of a 2.0% commitment fee. The term loan is repayable over 36 months after closing at a floating interest rate per annum that is the greater of 9.50% or the 3 month LIBOR rate plus 9.27%, and is subject to an end of term charge of 8.25% based on the $25 million loaned payable on the date on which the term loan is paid or becomes due and payable in full. There was an initial interest-only period until September 30, 2015. At its option, the Company may prepay some or all of the loan balance, subject to a prepayment fee equal to 3% of the amount prepaid during the term of the Agreement (and a pro rata portion of the end of term charge if the prepayment is less than the full amount of the Facility).

The loan obligations are secured by a security interest on substantially all of the Company’s assets (subject to certain exceptions), including its intellectual property, but excluding certain identified licenses from third parties and its equity interest in its subsidiary, BioAmber Sarnia subject to the conditions specified in the Agreement. The security interest does not apply to any assets owned by BioAmber Sarnia, the entity that owns the Company’s Sarnia facility.

On July 29, 2015, the Company signed an amendment to the TCP loan agreement (the “TCP Amendment”) to increase the permitted investment in BioAmber Sarnia from $10 million to $25 million after July 29, 2015. In exchange, the restricted cash balance requirement increased from $12.5 million to $15 million from July 29, 2015 to December 31, 2015. Pursuant the TCP Amendment, a fee of $250,000 was paid during the three months ended September 30, 2015, and during the three months ended March 31, 2016.

On December 16, 2015, the Company signed another amendment to the TCP loan agreement to prepay approximately $12.5 million of the outstanding principal amount of the loan (the “Early Paydown”), bringing the principal outstanding balance of the loan to $10.0 million as of that date. Pursuant to the amendment, the requirement that the Company maintain a minimum cash balance was eliminated.

In addition, in connection with the Early Paydown, the Company paid half of the end of term charge of $514,781, and the prepayment fee of $374,386 and the remaining other half of the end of term fee associated with the Early Paydown was deferred, interest free, until the closing of the public offering in January 2016. Beginning with the payment due on F ebruary 1, 2016, the outstanding principal balance of the loan is payable in equal monthly installments so that all principal and interest accrued thereon shall be repaid on the maturity date, which is December 1, 2017. In addition, pursuant to this amendment, the amount of indebtedness that the Company is permitted to allow BioAmber Sarnia to incur increased to CAD $72.5 million less the aggregate repayments of principal on such indebtedness.

On September 9, 2016, the Company voluntarily paid off the outstanding balance and terminated the TCP loan agreement . The payoff amount of $8.0 million included the outstanding principal amount of $6.7 million, an end of term charge of $1.0 million, a prepayment fee of $202,116, accrued interest of $14,591, and other legal fees. The remaining debt issuance costs of $392,757 was written off and recorded as financial charges in the Consolidated Statement of Operations. In connection with such repayment, TCP terminated its security interest in the assets of the Company which were subject to the TCP Loan Agreement.

vii)

BDC Capital Inc. (“BDC”)

On April 20, 2016, BDC, a wholly owned subsidiary of Business Development Bank of Canada, accepted to enter into a binding Letter of Offer of financing (the “Letter of Offer”) with BioAmber Sarnia. The proceeds will be used to fund the working capital of the BioAmber Sarnia’s facility.

Pursuant to the Letter of Offer, the Lender has agreed to make a secured term loan (“BDC Loan”) of CAD$10 million to BioAmber Sarnia which will be disbursed to BioAmber Sarnia following the fulfillment of certain customary conditions more fully described in the Letter of Offer. The Loan is repayable in 59 equal, monthly installments of CAD$165,000 from April 15, 2017 until February 15, 2022, and by way of one balloon payment of CAD$265,000, payable on March 15, 2022. The Loan will bear interest at a fixed interest rate of 13% per annum, payable monthly on the 15 ^th day of the month commencing on the next occurring payment date following the first advance on the Loan. The Lender may cancel any portion of the Loan not disbursed after six months from February 16, 2016.

On May 12, 2016, an amendment to the BDC Loan was signed to modify the commencement instalment repayment date from April 15, 2017 to October 15, 2017 and continuing monthly until September 15, 2022. On July 22, 2016, a second amendment was signed to modify certain debt covenants, including the term debt to tangible equity ratio of maximum of 0.85:1, and the debt service ratio of at least 1.10:1 commencing on the quarter ending December 31, 2017, and increasing to 1.50:1 for the quarter ending June 30, 2019. In addition, pursuant to this amendment, the fixed interest rate was adjusted to 14.90% per year, which can vary upon achievement of certain milestones. All applicable covenants as of September 30, 2016 have been met.

The BDC Loan proceeds were received on August 10, 2016, and recorded as long-term debt, net of debt issuance costs of $ 378,108 .

viii) Bridging Finance Inc. (“Bridging”)

On September 9, 2016, the “Company” entered into an agreement for a demand non-revolving credit facility (the “Facility”) with Bridging. The proceeds were used to repay in full the outstanding principal amount of its loan with TCP and will be used to fund general corporate expenses.

Pursuant to the Agreement, Bridging has provided CAD$25 million to the Company, net of 1.50% of financing fees paid at the time of the disbursement. The Facility is repayable at the earlier of the date of demand or September 30, 2017. The Facility will bear interest at an annual interest rate of the Bank of Montreal prime rate plus 10.8%, calculated on a daily outstanding balance of the Facility and compounded monthly, payable on the last business day of each month. Subject to (i) the right of the Lender to demand the payment of the loan at any time (subject to a grace period of 15 days) or (ii) the occurrence of an event of default, the principal of the loan will be reimbursable in one lump-sum payment at its maturity date. On the occurrence of an event of default, as more fully described in the agreement, interest shall be calculated at annual rate of 21% per annum calculated and compounded as aforesaid.

After April 1, 2017, the Company may prepay a portion or all of the Fac ility outstanding at any time, (i) without any fee or penalty upon at least 90 days prior written notice to the Lender, or (ii) with a prepayment penalty of up to 90 days of interest if the Company provides the lender with a prepayment notice of less than 90 days.

The Facility contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. Covenants include a requirement on the part of the Company to, within two business days, use all proceeds received from (i) the exercise of any of the Company’s outstanding warrants issued in connection with its initial public offering completed in May 2013, and (ii) the issuance of shares in connection with any equity financing, to repay all or a portion of the then outstanding Facility. The Agreement also contains customary events of default including, but not limited to, the failure to make interest payments, the failure to comply with certain covenants specified in the Agreement, the occurrence of a material adverse effect, defaults in respect of certain other indebtedness and agreements, and certain events of insolvency.

The balance of the outstanding long-term debt is as follows:

	September 30,			December 31,
	2016			2015
	$			$
Sustainable Chemistry Alliance:
Face value (CAD $465,519)		355,564			342,618
Less: debt discount		(184,774	)		(174,493	)
Amortization of debt discount		128,123			106,312
Less: short-term portion of debt		(76,380	)		(72,130	)
		222,533			202,307

Sustainable Jobs and Investment Fund:
Face value (CAD $15,000,000)		11,457,000			10,819,500
Less: debt discount		(5,248,880	)		(4,956,820	)
Amortization of debt discount		1,652,496			912,491
		7,860,616			6,775,171

Federal Economic Development Agency:
Face value (CAD $9,600,000)		7,332,480			8,222,820
Less: debt discount		(3,252,629	)		(3,071,644	)
Less: short-term portion of debt		(1,833,120	)		(1,731,120	)
Gain on debt extinguishment		(617,461	)		(583,103	)
Amortization of debt discount		2,188,582			1,489,949
		3,817,852			4,326,902

Minister of Agriculture and Agri-Food Canada:
Face value (CAD $9,500,000)		7,256,100			7,213,000
Less: debt discount		(3,625,090	)		(3,423,379	)
Amortization of debt discount		729,961			504,531
Less: short-term portion of debt		(763,800	)		(661,743	)
		3,597,171			3,632,409

Tennenbaum Capital Partners, LLC :
Face value		—			10,000,000
Less: debt discount (1)		—			(925,000	)
Amortization of debt discount (1)		—			268,105
End of term charge		—			514,780
Less: short-term portion of debt		—			(5,058,318	)
		—			4,799,567

EDC:
Face value (CAD $16,153,846)		12,338,308			13,871,154
Less: debt discount (2)		(2,939,174	)		(2,775,630	)
Amortization of debt discount (2)		897,322			433,900
Less: short-term portion of debt		(2,350,154	)		(2,774,231	)
		7,946,302			8,755,193

BDC:
Face value (CAD $10,000,000)		7,638,000			—
Less: debt issuance cost		(378,108	)		—
Amortization of debt discount		10,891			—
		7,270,783			—

Bridging:
Face value (CAD $25,000,000)		19,095,000			—
Less: debt issuance cost		(380,945	)		—
Amortization of debt issuance cost		12,698			—
Less: short-term portion of debt		(18,726,753	)		—
		—			—
Long-term debt, net		30,715,257			28,491,549


[1]		Includes deferred debt financings costs of $425,000 as of December 31, 2015, and amortization of debt financing costs of $101,437, as a result of the retrospective adoption of Accounting Standard Update (ASU) 2015-03 on January 1, 2016. Prior to the ASU adoption, deferred debt issuance costs were presented in deferred financing costs.
[2]		Includes deferred debt financings costs of $1,146,656 and $1,082,853 as of September 30, 2016 and December 31, 2015, respectively, and amortization of debt financing costs of $241,942 and $106,428, as a result of the retrospective adoption of Accounting Standard Update (ASU) 2015-03 on January 1,2016. Prior to the ASU adoption, deferred debt issuance costs were presented in deferred financing costs.

The principal repayments of the outstanding loans payable are as follows:

	SCA		SJIF		FEDDEV		AAFC		EDC		BDC		Bridging		Total
	$		$		$		$		$		$		$		$
October 2016 - September 2017		76,380		—		1,833,120		763,800		2,350,154		—		19,095,000		24,118,454
October 2017 - September 2018		76,380		—		1,833,120		763,800		2,350,154		1,512,324		—		6,535,778
October 2018 - September 2019		76,380		2,291,400		1,833,120		763,800		2,350,154		1,512,324		—		8,827,178
October 2019 - September 2020		126,424		2,291,400		1,833,120		763,800		2,350,154		1,512,324		—		8,877,222
October 2020 and thereafter		—		6,874,200		—		4,200,900		2,937,692		3,101,028		—		17,113,820
Total		355,564		11,457,000		7,332,480		7,256,100		12,338,308		7,638,000		19,095,000		65,472,452

8. Deferred Grant

As of September 30, 2016 and December 31, 2015, the Company has the following deferred grant:

a) Sustainable Development Technology Canada (“SDTC”)

Grant from Sustainable Development Technology Canada to BioAmber Sarnia in the amount of CAD$14,500,000 with progressive disbursements according to the terms of the agreement and milestones. The grant is non-reimbursable by BioAmber Sarnia except upon the occurrence of certain events of default defined in the agreement.

Milestone I, II a) and II b) were fulfilled on or prior December 31, 2014. On May 26, 2015, BioAmber Sarnia completed the milestone III and received the advance on Milestone IV of CAD$ 4,769,354, or $3,642,063 when converted into U.S. dollars as of September 30, 2016. The Milestone III was reclassified from deferred grants reducing the cost of construction in-progress and the advance on Milestone IV, for the Commissioning, Start-up and Optimization of the manufacturing facility, was recorded as a deferred grant. During the three months ended September 30, 2016, the Milestone IV was completed and reclassified from deferred grant to grant income, and the remaining 10% holdback of CAD$ 1,451,365 or $1,108,262 when converted into U.S. dollars as of September 30, 2016, was received. The holdback was recognized within the Company’s consolidated financial statements to reflect the nature of the expenditures of BioAmber Sarnia, resulting in $703,793 being recognized against property and equipment and the remaining $404,469 being recognized as Grant income. There remains no balance of deferred grants as at September 30, 2016.

9. Financial charges (income), net

	Three months ended					Nine months ended
	September 30,					September 30,
	2016		2015			2016			2015
	$		$			$			$
End of term charge on long-term debt (Note 7 vi)		774,703		171,875			1,032,937			515,625
Interest on long-term debt		713,135		619,924			1,736,438			1,814,022
Revaluation of the warrants financial liability (Note 12)		1,108,170		(2,304,662	)		(8,000,894	)		524,983
Other interest charge (income), net		594,138		(39,179	)		571,265			(53,452	)
Total financial charges (income), net		3,190,146		(1,552,042	)		(4,660,254	)		2,801,178

10. Commitments and contingencies

Leases

The Company leases its premises and other assets under various operating leases. As of September 30, 2016, leases payments for the next three months of 2016, and on a twelve months basis for the remaining years, are the following:

	September 30, 2016
	$
2016		41,124
2017		173,236
2018		157,052
2019		151,737
2020		163,158
Thereafter		242,698

Royalties

The Company has entered into exclusive license agreements that provide for the payment of royalties in the form of up-front payments, minimum annual royalties, and milestone payments. The Company has the right to convert such exclusive agreements into non-exclusive agreements without the right to sublicense and without the obligation to pay minimum royalties. As of September 30, 2016, the royalty payments commitments for the next three months of 2016, and on a twelve months basis for the remaining years are the following:

	September 30, 2016
	$
2016		504,000
2017		850,000
2018		800,000
2019		500,000
2020		500,000
Thereafter		5,000,000

The royalties the Company owes are in return for the use or development of proprietary tools, patents and know-how and the actual expenses incurred amounted to a total of $429,623 and $ 25,001 for the three months ended September 30, 2016 and 2015, respectively, and $543,984 and $206,433 for the nine months ended September 30, 2016 and 2015, and are included in research and development expenses in the consolidated statements of operations.

Purchase Obligations

BioAmber Sarnia has entered into a steam supply agreement with LANXESS Inc., under which, BioAmber Sarnia has agreed to pay a Monthly Take or Pay fee during the term of the contract, which will vary upon the natural gas price index. An amount of CAD$750,000 or $572,850 when converted into U.S. dollars as of September 30, 2016 is held in an escrow account as a guarantee for the supply agreement. BioAmber Sarnia has also entered into a service agreement with LANXESS Inc. under which minimum yearly payments are required. As of September 30, 2016, purchase obligations commitments for the next three months of 2016, and on a twelve months basis for the remaining years are the following:

	September 30, 2016
	$
2016		445,482
2017		1,944,702
2018		1,944,702
2019		1,944,702
2020		1,944,702
Thereafter		4,773,718

Litigation

As of September 30, 2016 there were no outstanding claims or litigation.

11. Redeemable non-controlling interest

On January 24, 2014, the Company signed an amended and restated joint venture agreement (the “Amended JV Agreement”) with Mitsui related to the Sarnia joint venture. Under the Amended JV Agreement, Mitsui invested an additional $8.1 million (CAD$9 million) on January 29, 2014 in BioAmber Sarnia to maintain its 30% ownership. The Amended JV Agreement also revised each party’s rights and obligations under the buy/sell provisions of the Agreement, including a put option exercisable at Mitsui’s sole discretion that requires the Company to purchase Mitsui’s equity for a purchase price of 50% of Mitsui’s equity in the joint venture. This option remains in effect until December 31, 2018. As a result of the Amended JV Agreement, the Company’s previously recorded non-controlling interest in BioAmber Sarnia joint venture of $2.1 million as at December 31, 2013 in shareholders’ equity on the consolidated balance sheet, was re-classified to redeemable non-controlling interest in temporary equity on the Company’s consolidated balance sheets, at the greater of the carrying value or the redemption value, in accordance with FASB ASC 480-10-S99.

On February 6, 2015, Mitsui invested an additional $2.0 million (CAD$2.6 million) of equity in BioAmber Sarnia. Mitsui invested additional amounts of $1.1 million (CAD $1.3 million) on April 30, 2015 and May 14, 2015.

On February 15, 2016, the Company signed a second amended and restated joint venture agreement (the “Second Amended JV Agreement ”) with Mitsui pursuant to which Mitsui provided BioAmber Sarnia an additional capital contribution for a total amount of $17.7 million (CAD$25 million), which increased Mitsui’s share ownership to 40.8%. As a result of Mitsui’s additional capital contribution, BioAmber Sarnia agreed to increase the size of its Board of directors from five to six members, and BioAmber and Mitsui have the right to designate three members each. All Board decisions have to be approved by the affirmative vote of a simple majority of the BioAmber Sarnia Board members, except that with respect to the following matters, which BioAmber, as the controlling shareholder of BioAmber Sarnia, have the right to make a final decision: (i) the approval and any amendment to any annual budget, including capital expenditures required to maintain the plant in operation, (ii) the hiring and firing of BioAmber Sarnia personnel and their compensation, and (iii) the execution of any raw material or utility supply agreements that are needed in the ordinary course of business. BioAmber also agreed that in the event that Mitsui’s equity stake in BioAmber Sarnia increases to above 45% in the future, BioAmber would no longer have the deciding votes described in the preceding sentence.

As of September 30, 2016, the estimated redemption value of the redeemable non-controlling interest was $27.1 million.

The following table reflects the activity of the redeemable non-controlling interest:

Balance, December 31, 2015	24,583,636
Mitsui’s additional capital contribution	17,725,999
Net loss attributable to redeemable NCI	(4,028,656	)
Accumulated other comprehensive loss attributable to NCI	2,085,368
Balance at September 30, 2016	40,366,347

12. Share capital

Secondary Public Offering

On January 21, 2016, the Company completed the closing of another follow-on public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share. The gross aggregate proceeds from this secondary public offering were approximately $13.0 million, with net proceeds of approximately $11.9 million, after deducting underwriting discounts and commissions and expenses payable by the Company. This public offering also triggered an adjustment to the exercise price of the outstanding IPO Warrants, April 2011 Warrants and the June 2009 Warrants, refer to section Warrants financial liability below for details. On May 6, 2015, the Company completed a public offering and issued 3,900,000 shares of common stock, at an offering price of $9.00 per share. The total net proceeds from the public offering, after deducting underwriting discounts and offering expenses was approximately $32.8 million. These public offerings triggered adjustments to the exercise price of the outstanding IPO Warrants, April 2011 Warrants and the June 2009 Warrants (refer to section Warrants financial liability below for details).

Warrants financial liability

June 2009 & April 2011 Warrants

On June 22, 2009, the Company issued 208,950 warrants at an exercise price of $5.74 per share in connection with a financing transaction, with an estimated fair value of $1,045,307. On April 11, 2011, the Company issued 94,745 warrants at an exercise price of $10.55 per share with a fair value of $810,448 in connection with a second financing transaction. Those warrants contain anti-dilution protection in the event securities are sold at a lower price than the warrant’s original exercise price. The anti-dilution protection

contains a price adjustment and an adjustment to the number of warrants. The fair value of the warrants are classified as a financial liability as a resu lt of their characteristics, in accordance with FASB ASC 815. A non-cash reclassification from equity to liability was recorded in the third quarter 2015 .

Following the May 2015 public offering, the exercise price per share of the April 2011 Warrants were adjusted to an exercise price of $10.11 per share and an additional 4,124 warrants were issued. The January 2016 public offering also triggered an adjustment to the exercise price of the April 2011 Warrants and the June 2009 Warrants from $10.11 per share and $5.74 per share, respectively, to $9.65 per share and $5.67 per share, respectively. An additional 4,713 warrants at an exercise price of $9.65 and an additional 2,580 warrants at an exercise price of $5.67 per share were issued following the adjustments triggered by this issuance.

As of September 30, 2016, the fair value of those warrants was determined to be $1.44 and $1.60 per warrant, for the June 2009 Warrants and the April 2011 Warrants, respectively, using the Monte Carlo method, a level 3 fair value measure, for a total fair value of $471,012 classified as warrants financial liability on the consolidated balance sheets. It resulted in a financial (income) charge of $148,170 and $(768,662) for the three months ended September 30, 2016 and 2015, respectively, and of $(480,894) and $(675,017) for the nine months ended September 30, 2016 and 2015, respectively.

As of December 31, 2015, the fair value of those warrants was determined to be $3.03 and $3.21 per warrant, for the June 2009 Warrants and the April 2011 Warrants, respectively, using the Monte Carlo method, a level 3 fair value measure, for a total fair value of $951,906 classified as warrants financial liability on the consolidated balance sheets.

IPO Warrants

The warrants issued upon the completion of the IPO (“IPO Warrants”), are exercisable during the period beginning on August 8, 2013 and ending on May 9, 2017. Per the IPO warrants agreement, the Company has the possibility to extend the termination date without the consent of the holders. The initial fair value of the warrants was determined to be $2.02 per warrant using the Black-Scholes option pricing model. The warrants contain full ratchet, anti-dilution protection upon the issuance of any common stock, securities convertible into common stock, or certain other issuances at a price below the then-existing exercise price of the warrant, with certain exceptions. The exercise price of $11.00 per whole share of common stock is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock issuances or other similar events affecting the company’s common stock. At issuance, the fair value of the warrants was classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. The exercise price of the outstanding IPO Warrants were adjusted from $11.00 to $9.00 per whole share of common stock , and subsequently from $9.00 to $5.00 per whole share of common stock , pursuant the terms of such warrants, following the May 2015 public offering and the January 2016 public offering, respectively . The Company has the possibility to reduce the exercise price without the consent of the IPO Warrants holders.

On September 30, 2016, the closing value of the warrant on the New York Stock Exchange, a level 1 fair value measure, was $0.47 per warrant, as compared to $1.41 per warrant on December 31, 2015. As a result, the liability was revalued at the balance sheet date resulting in a financial charge (income) of $960,000 and $(1,536,000) for the three months ended September 30, 2016 and 2015, respectively, and of $(7,520,000) and $1,200,000 for the nine months ended September 30, 2016 and 2015, respectively.

Stock option plan

Stock-based compensation expense was allocated as follows:

	Three months ended				Nine months ended
	ended				ended
	September 30,				September 30,
	2016		2015		2016		2015
	$		$		$		$
General and administrative		470,866		316,141		1,525,011		2,000,036
Research and development		389,830		392,334		1,021,649		1,462,182
Sales and marketing		47,040		133,388		139,405		392,457
Total compensation expense		907,736		841,863		2,686,065		3,854,675

The following table summarizes activity under the Plan:

	Three months ended September 30,										Nine months ended September 30,
	2016					2015					2016					2015
	Numbers of options			Weighted Average Exercise Price		Numbers of options			Weighted Average Exercise Price		Numbers of options			Weighted Average Exercise Price		Numbers of options			Weighted Average Exercise Price
Outstanding, beginning of period		5,716,580		$	6.88		5,214,554		$	7.72		5,044,107		$	7.51		4,923,596		$	7.67
Granted		200,000			3.90		59,000			7.22		1,391,000			4.59		417,000			8.49
Exercised		—			—		—			—		—			—		(14,000	)		5.74
Forfeited or cancelled		(112,072	)		8.00		(269,188	)		8.90		(630,599	)		7.96		(322,230	)		9.02
Outstanding, end of period		5,804,508		$	6.76		5,004,366		$	7.65		5,804,508		$	6.76		5,004,366		$	7.65
Exercisable, end of period		3,507,730		$	7.20		2,855,442		$	6.99		3,507,730		$	7.20		2,855,442		$	6.99
Per share weighted average grant-date fair value of options granted				$	2.62				$	5.23				$	2.69				$	6.30

As of September 30, 2016, the weighted-average remaining contractual life of options outstanding and options exercisable were 6.95 years and 5.76 years, respectively.

The fair value of options granted was determined using the Black-Scholes option pricing model and the following weighted-average assumptions:

	Three months ended						Nine months ended
	September 30,						September 30,
	2016			2015			2016			2015
Risk-free interest rate		1.34	%		1.78	%		1.58	%		1.78	%
Expected life (in years)	6.25			6.25			6.25			6.25
Volatility		76.00	%		84.31	%		79.17	%		84.41	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%

Warrants

During the three and nine months ended September 30, 2016, 55,230 warrants were exercised at an exercise price of $1.07, and 4,655 warrants expired. During the nine months ended September 30, 2015, 2,625 warrants were exercised at an exercise price of $1.07 per share and 105,000 warrants were exercised at an exercise price of $1.43 per share.

As at September 30, 2016, the Company had the following warrants and warrants financial liability outstanding to acquire common shares:

Number		Exercise price		Expiration date
	271,961	$	1.07	May 2017 - September 2018
	159,390	$	1.43	February 2019
	211,530	$	5.67	June 2019
	103,582	$	9.65	April 2021
	4,000,000	$	5.00	May 2017
	4,746,463

13. Income taxes

Based on the Company’s evaluation at September 30, 2016, management has concluded that there has been no change to the recorded uncertain tax positions requiring adjustments to deferred tax assets and related valuation allowance. Open tax years include the tax years December 31, 2011 through December 31, 2015.

For the three month periods ended September 30, 2016 and 2015, the Company’s effective income tax rates were nil% and (0.34)% respectively, compared to an applicable U.S. combined federal and state income tax rate of 35%. The difference between the effective tax rate and U.S. statutory tax rate as of September 30, 2016 is primarily due the existence of valuation allowances for deferred tax assets including net operating losses and stock options. For the three months ended September 30, 2016, the Company recorded valuation allowances on deferred tax assets relating to current year losses and temporary differences.

The Company is subject to possible income tax examinations for its U.S. federal and state income tax returns filed for the tax years 2011 to present. International tax statutes may vary widely regarding the tax years subject to examination, but generally range from 2011 to the present .

14. Financial instruments

Currency risk

The Company is exposed to foreign currency risk as result of foreign-denominated transactions and balances. The Company does not hold any financial instruments that mitigate this risk.

Credit risk

The Company’s exposure to credit risk as of September 30, 2016, is equal to the carrying amount of its financial assets.

Interest Rate Risk

We had cash balances totaling $15.9 million at September 30, 2016. These amounts were deposited in current and interest-bearing accounts and were held for working capital purposes. Our primary objective is to preserve our capital for the purpose of funding our operations. We do not enter into investments for trading or speculative purposes. The Company’s long-term loan with EDC bears interest at floating interest rate per annum based on the Canadian prime rate plus an interest spread of 5%. If the Canadian prime rate were to increase, the interest rates for the remaining term of the loan would increase.

15. Fair value of financial assets and liabilities

For cash, accounts receivable and accounts payable and accrued liabilities, the carrying amount approximates fair value because of the short-term maturity of those instruments.

The carrying amount of long-term debt approximates fair value as at September 30, 2016 and December 31, 2015. The fair value of long-term debt received from government organizations was determined using Level 3 information as the Company produces an estimate of fair value based on internally developed valuation techniques which are based on a discounted cash flow methodology and incorporates all relevant observable market inputs. The interest free loans were discounted using an interest rate between 12% and 15%, a level 3 fair value measurement, representing the interest rate a loan with similar terms and conditions would carry.

The fair value of the warrants which were issued upon the completion of the IPO on May 10, 2013 was calculated using the Black-Scholes option pricing model using various assumptions described in Note 12, which was a level 3 fair value measurement. As these warrants started trading freely on the New York Stock Exchange on June 10, 2013, the closing value of these warrants, which is a level 1 measurement was used to calculate the fair value from June 10, 2013 onwards.

The fair value of the warrants issued in connection with the June 2009 and April 2011 financing transaction was calculated using the Monte Carlo model, which is a level 3 measurement.

16. Related party transactions

Transactions with related parties not disclosed elsewhere were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	$		$		$		$
Product sales to a shareholder		131,039		—		230,686		11,250
Services received by a shareholder		131,721		—		131,721		—

The related party transactions noted above were undertaken in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.

17. Business segments

The Company allocates, for the purpose of geographic segment reporting, its revenue based on the location of the seller. For the purpose of geographic segment reporting, the non-current assets of the Company are allocated as follows:

	Europe				North America				Consolidated
	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,
	2016		2015		2016		2015		2016		2015
	$		$		$		$		$		$
Property and equipment, net		—		—		125,821,203		122,542,688		125,821,203		122,542,688
Investment in equity method investments		—		—		447,035		447,035		447,035		447,035
Intangible assets, net (Note 5)		2,910,448		3,017,550		3,273,912		3,334,541		6,184,360		6,352,091
Goodwill		625,364		625,364		—		—		625,364		625,364

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information included in this management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes included in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those listed in the section entitled “Risk Factors” in this report and in our Annual Report Form 10-K for the fiscal year ended December 31, 2015 as well as those discussed elsewhere in this report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Overview

We are an industrial biotechnology company producing sustainable chemicals. Our proprietary technology platform combines industrial biotechnology and chemical catalysis to convert renewable f eedstocks into sustainable chemicals that are cost-competitive replacements for petroleum-derived chemicals, which are used in a wide variety of everyday products including plastics, resins, paints, food additives and personal care products. We currently s ell our first product, bio-succinic acid, to customers in a variety of chemical markets. We produce bio-succinic acid at our facility in Sarnia, Ontario , pursuant to a joint venture agreement with Mitsui.

Succinic acid can be used to manufacture a wide variety of products used every day, including plastics, food additives and personal care products, and can also be used as a building block for a number of derivative chemicals. Today, petroleum-derived succinic acid is not used in many potential applications because of its relatively high production costs and selling price. We believe that our low-cost production capability and our development of next-generation bio-succinic derived products including 1,4 BDO, which is used to produce polyesters, plastics, spandex and other products, will provide us with access to a more than $10 billion market opportunity.

Prior to the completion of our Sarnia facility, we manufactured our bio-succinic acid at a large-scale demonstration facility in Pomacle, France for five years, under a toll manufacturing arrangement pursuant to which we compensated a third party, including for labor costs and the cost of producing our product. We shipped commercial quantities to customers, such as shipments of one ton super sacks and container loads. We and our customers used the products produced at the facility as part of our efforts to validate and optimize our process and to continue to refine and improve our bio-succinic acid to meet our customers’ specifications. In preparation for transitioning our production from our Pomacle facility to our Sarnia facility, we accumulated a reserve inventory of our product, which was produced at a higher cost per metric ton of succinic acid than that expected cost of production at our Sarnia facility.

We are working to rapidly expand our accessible markets and product portfolio. We have entered into strategic relationships with several leading companies, such as our multi-year agreements with PTTMCC Biochem for bio-succinic acid and Vinmar for bio-succinic acid, 1,4 BDO and THF . We have also entered into agreements with other companies for the supply of bio-succinic acid.

We have also entered into technology partnerships to lower our production costs, expand our product portfolio and enhance our bio chemical production platform. For example, we entered into a technology partnership with Cargill, Inc., or Cargill, through which we exclusively license a proprietary yeast organism for use in our fermentation process to produce our products. We refer to t he yeast organism that we have licensed from Cargill as “our yeast.” We have also established other technology licenses and collaborations, including with Johnson Matthey Davy Technologies, or Davy.

Our business strategy is to leverage the value of our technology by building and operating production facilities around the world. However, depending on our access to capital and third-party demand for our technology, we may also enter into technology lice nses on an opportunistic basis.

We have entered into a joint venture agreement with Mitsui & Co. Ltd. for our facility in Sarnia, Ontario, which has a nameplate capacity of 30,000 metric tons of bio-succinic acid per year. We started commercial scale production at our Sarnia facility in October 2015 and ramp-up to full production capacity is expected in 2018. We terminated production at the large-scale demonstration facility in Pomacle, France at the end of 2014. Our joint venture with Mitsui also contemplates the potential construction and operation of an additional facility, which we expect to occur over the next three to five years.

On May 9, 2013, we raised net proceeds of $71.7 million from the initial public offering of our equity securities. In July 2014, we completed a secondary public offering and issued 3,220,000 shares of common stock, at a public offering price of $12.00 per share, for a total of approximately $36.0 million in net proceeds, after deducting underwriting discounts and commissions and expenses payable by us. On May 6, 2015, we completed the closing of a secondary public offering and issued 3,900,000 shares of common stock, at an offering price to the public of $9.00 per share, for a total of approximately $32.8 million in net procee ds, after deducting underwriting discounts and commissions and expenses payable by us. On January 21, 2016, we completed the closing of a secondary public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share, for a total of approximately $11.9 million in net proceeds, after deducting underwriting discounts and commissions and expenses payable by us.

As of September 30, 2016, we had raised an aggregate of $292.8 million from public offerings of our equity securities, private placements of our equity securities, and the sale of shares issued by a subsidiary and convertible notes.

Sarnia Facility

Our first commercial-scale facility is on land we own and is located within a bio-industrial park in Sarnia, Ontario. The site is co-located in a large petrochemical hub with existing infrastructure that facilitates access to utilities and certain raw materials and finished product shipment, including steam, electricity, cooling water and water treatment. The facility has a nameplate capacity of 30,000 metric tons of bio-succinic acid per year and we started commercial scale production in October 2015.

The plant has received ISO 9001 (for its quality management system), ISO 14001 (for its environmental management s ystem, OHSAS 18001 (for its health and safety management system) and FSSC 22000 certification (for its food safety management system). These certifications were granted by accredited certification bodies following audits of the Sarnia plant in the fourth quarter of 2015.

In November 2011, we entered into a joint venture agreement with Mitsui to finance and build and operate our facility in Sarnia, Ontario through BioAmber Sarnia, a joint venture 70% owned by us and 30% owned by Mitsui. On February 15, 2016 , we, together with our subsidiaries BioAmber International s.à r.l. and BioAmber Sarnia, entered into Second Amended JV Agreement with Mitsui pursuant to which Mitsui provided BioAmber Sarnia an additional capital contribution for an aggregate amount of CAD$25 million, which increased Mitsui’s share ownership to approximately 40%. We have retained effective operational control of the joint venture.

The total construction cost of our facility in Sarnia was approximately $141.5 million, funded through capital contributions from us and from Mitsui, and interest free and low-interest loans and governmental grants.

Additional Planned Manufacturing Facilities

We plan to build a second integrated manufacturing facility that will produce approximately 200,000 metric tons per year of bio-succinic acid and then transform a majority of the bio-succinic acid into 70,000 metric tons per year of bio-based 1,4 BDO and 24,000 metric tons per year of THF, along with 60,000 metric tons per year of crystalline succinic acid. We have signed two 15 year offtake agreements with Vinmar for 100% of the BDO and THF output (100,000 metric tons per year) and 67% of the succinic acid output of this second planned facility. Vinmar plans to take a 10% equit y stake in the plant. We are actively seeking other minority equity partners for this facility, as well as government support in the form of low interest loans and loan guarantees. Based on current estimates and assumptions, we expect this commercial scale manufacturing facility to have construction costs of approximately $500 million, and it would be commissioned in late 2019 assuming we achieve a financial close in late 2017.

Performance Drivers

We expect that the fundamental drivers of our results of operations going forward will be the following:

Commercialization of our products. We commenced recognizing revenue from sales of our existing bio-succinic acid product in 2011. Our ability to grow revenue from this product will be dependent on expanding th e addressable market for succinic acid using our low-cost, bio-based alternative. We also expect to grow our revenue base by developing new value-added applications and derivative products. For example, we signed a supply agreement with PTTMCC Biochem in A pril 2014 for biodegradable plastics, and we have signed additional supply agreements in other new applications such as synthetic leather and other polyurethane applications, including coatings (polyurethane dispersions) made from bio-based succinic acid and recycled PET. We also plan to develop and commercialize derivatives of succinic acid, such as BDO and THF, and to target large and established chemical markets such as adipic acid, where succinic acid can partially substitute the incumbent chemical.

In April 2014, we entered into a three year supply agreement with PTTMCC Biochem, a joint venture between PTT Public Company Limited and Mitsubishi Chemical Corporation that was established to produce and sell polybutylene succinate, or PBS, a biodegradable p lastic made from succinic acid and BDO. PTTMCC has constructed a PBS plant in Thailand and is currently ramping-up the plant production, which is expected to consume approximately 14,000 metric tons of succinic acid per year at full capacity. This supply a greement provides that we will exclusively supply a minimum of 80% of PTTMCC Biochem’s total bio-succinic needs until the end of 2017, with approximately 50% of the total purchases under offtake terms. We also entered into a second offtake agreement with V inmar in July 2014, to supply Vinmar with 10,000 metric tons of bio-succinic acid per year for 15 years from the Sarnia plant. Our arrangements with PTTMCC and Vinmar represent two of the potential customers and applications that we are targeting for the bio-succinic acid produced at our Sarnia facility. These supply agreements reflect our ongoing efforts to expand the succinic acid addressable market into new applications.

We have also entered into several agreements and memorandum of understanding, or MOUs, that contemplate, but do not obligate, us to supply approximately 16,000 metric tons of bio-succinic acid until the end of 2017 and, as we continue operation of our facility in Sarnia, Ontario, we are actively seeking to enter into definitive supply agreements and form new relationships with potential customers.

Our revenue for future periods will be impacted by our ability to develop new applications and the speed with which we are able to bring our succinic acid derivatives to market. To accelerate thi s process, we have developed our sales and marketing capability and entered into distribution and joint development agreements with strategic partners. On February 15, 2016, we, together with our subsidiaries BioAmber International s.à r.l. and BioAmber Sarnia, entered into a Second Amended JV Agreement with Mitsui pursuant to which Mitsui provided BioAmber Sarnia with additional capital contributions for an aggregate amount of CAD$25 million, which increased Mitsui’s share ownership to approximately 40%. We have retained effective operational control of the joint venture.

We are also engaging in a collaborative process with our customers to test and optimize new applications and derivative products such as BDO and THF in order to ensure that they meet specifications in each of their potential applications. We continue to seek to establish supply agreements and distribution agreements with strategic customers as we expand our markets and product offerings. For example, in October 2014, we entered into a five-year exclusive supply agreement with Xuchuan Chemicals, a global leader in polyester polyols, to supply bio-based succinic acid from our Sarnia facility to be used in manufacturing cast polyurethane elastomers. Xuchuan is initially launching polyurethane (PU) systems for cast polyurethane elastomers (CPU) made with bio-succinic acid. CPU is used in applications including automotive instruments, caster wheels, industrial and mining equipment, power tools, industrial tires, coating rolls, drive belts, mold makers and hoses. By replacing adipic acid with succinic acid, Xuchuan has produced CPUs that offer better properties: they are more abrasion/scratch resistant and more resistant to solvents. Other applications for our bio-based succinic acid include polyurethane elastomers and dispersions for shoe soles and synthetic leather.

Production capacity. Our ability to lower our production costs and drive customer adoption of our product is dependent on our manufacturing strategy. We expect to produce bio-succinic acid that is cost-competitive with succinic acid produced from oil priced as low as $30.00 per barrel. We expect to further reduce costs by implementing on-going process improvements. We intend to capitalize on our first-to-market advantage by rapidly expanding our production capacity and building additional facilities. Our results will be impacted by the speed with which we execute on this strategy, the capital costs and operating expenses of each of these facilities, and the price of oil and the impact it has on the price of petrochemicals our succinic acid substitutes.

Feedstock and other manufacturing input prices. We use sugars that can be derived from wheat, corn, sugar cane and other feedstocks. We intend to locate our facilities near readily available sources of sugars and other inputs, such as steam, electricity and hydrogen, in order to ensure reliable supply of cost-competitive feedstocks and utilities. While our process requires less sugar than

most other renewable products and is therefore less vulnerable to sugar price increases relative to other bio-based processes, our margins will be affected by signific ant fluctuations in these required inputs.

Petroleum prices. We expect sales of our bio-based products to be impacted by the price of petroleum. In the event that petroleum prices increase, we may see increased demand for our products as chemical manufact urers seek lower-cost alternatives to petroleum-derived chemicals. Conversely, a long-term reduction in petroleum prices below $30.00 per barrel may result in our products being less competitive with petroleum-derived alternatives. In addition, oil prices may also impact the cost of certain feedstocks we use in our process, which may affect our operating profits.

Recent Developments

SDTC Grant

During the three months ended September 30, 2016, we received the SDTC grant holdback payment of CAD$1,451,365 or $1,108,262 when converted into U.S. dollars as of September 30, 2016, following the achievement of the last SDTC milestone.

Bridging Loan

On September 9, 2016, we entered into a CAD$ 25 million demand non-revolving credit facility with Bridging Finance Inc. The proceeds were used to repay in full the outstanding principal amount of our prior loan with Tennenbaum Capital Partners, LLC and the remainder will be used to fund general corporate expenses. Refer to Note 7 of the financial statements included elsewhere in this Quarterly Report on Form 10-Q for more details.

BDC Loan

On August 20, 2016, we received the proceeds from our CAD$10 million loan between BDC and BioAmber Sarnia according to the binding Letter of Offer dated April 20, 2016. The proceeds will be used to fund the working capital of BioAmber Sarnia’s facility, repayable starting October 15, 2017 continuing monthly until September 15, 2022. Refer to Note 7 of the financial statements included elsewhere in this Quarterly Report on Form 10-Q for more details.

Mitsui additional capital contribution

On February 15, 2016, we, together with our subsidiaries BioAmber International s.à r.l. and BioAmber Sarnia, entered into a S econd Amended JV Agreement with Mitsui pursuant to which Mitsui agreed to provide BioAmber Sarnia with additional capital contributions for an aggregate amount of CAD$25 million, which increased Mitsui’s share ownership to approximately 40%. As a result of Mitsui’s additional capital contribution, BioAmber Sarnia agreed to increase the size of its board of directors from five to six members, and we and Mitsui have the right to designate three members each. All BioAmber Sarnia board decisions have to be approved by the affirmative vote of a simple majority of the BioAmber Sarnia board members, except that with respect to the following matters, we, as the controlling shareholder of BioAmber Sarnia, have a deciding vote and have the right to make a final decision: (i) the approval and any amendment to any annual budget, including capital expenditures required to maintain the plant in operation, (ii) the hiring and termination of BioAmber Sarnia personnel and their compensation, and (iii) the execution of any raw material or utility supply agreements that are needed in the ordinary course of business. We also agreed that in the event that Mitsui’s equity stake in BioAmber Sarnia increases to above 45% in the future, we would no longer have the deciding votes described in the preceding sentence.

Public Offering of Common Stock

On January 21, 2016, we completed the closing of a follow-on public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share. The gross aggregate proceeds from this secondary public offerin g were approximately $13.0 million, with net proceeds of approximately $11.9 million, after deducting underwriting discounts and commissions and expenses payable by us. This public offering also triggered a further adjustment to the exercise price of the o utstanding IPO Warrants, from $9.00 per whole share of common stock to $5.00 per whole share of common stock. The exercise price of the 2011 Warrants and the warrants that we issued in June 2009 were also reduced following the completion of this public offering, from $10.11 per share and $5.74 per share, respectively, to $9.65 per share and $5.67 per share, respectively. An additional 4,713 warrants at an exercise price of $9.65 and an additional 2,580 warrants at an exercise price of $5.67 per share were issued following adjustments in the number of shares underlying the warrants that were triggered by this issuance.

Financial Operations Overview

Revenue

Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the ordinary course of our activities and is presented net of discounts.

We expect revenue to grow as our sales and marketing efforts continue and our facility in Sarnia, Ontario increases its volumes of commercial production. Most of our current sales are products from our Sarnia facility, with the remainder consisting of remaining inventory produced by our Pomacle facility before we terminated production there on December 31, 2014.

Cost of Goods Sold

For products manufactured in Pomacle, France, cost of goods sold consists of the cost to produce finished goods under our tolling arrangement that ended on December 31, 2014. For finished goods produced at Sarnia facility, cost of goods sold consists of costs directly associated with the finish goods production, such as direct materials, direct labor, utilities and certain plant overhead.

The costs to produce product in Pomacle, France, was higher than we expect to incur in the future at Sarnia due to the higher raw material costs such as sugar and utilities, the amount of fixed costs relative to the total production capacity available to us, and the inefficiencies created by the need to stop production from time to time to allocate the capacity to other parties. Going forward, from the succinic acid produced in Sarnia, we expect our cost of goods sold as a percent of revenues to decrease as we ramp-up to a full scale commercial production and will benefit from efficiencies in utilizing our yeast in the fermentation process at the Sarnia facility.

Operating Expenses

Operating expenses consist of general and administrative expenses, research and development expenses, net, sales and marketing expenses, depreciation of property and equipment, amortization of intangible assets, write-offs of intangible assets and foreign exchange gains and losses.

General and Administrative Expenses

General and administrative expenses consist of personnel costs (salaries, and other personnel-related expenses, including stock-based compensation), recruitment and relocation expenses, accounting and legal fees, business travel expenses, rent and utilities for

the administrative offices, web site design, press releas es, membership fees, office supplies, corporate insurance programs, administration expenses related to our Sarnia facility, and other miscellaneous expenses.

We expect these expenses to increase in the future as we hire additional management, finance and administration employees to respond to a growing revenue base.

Research and Development Expenses

Research and development expenses consist primarily of fees paid for contract research and internal research costs in connection with the development, expansion and enhancement of our proprietary technology platform. These costs also include personnel costs (salaries and other personnel-related expenses, including stock-based compensation), expenses incurred in our facility located in Plymouth, Minnesota, laboratory supplies, research consultant costs, patent and trademark maintenance costs, royalties, professional and consulting fees and business travel expenses. It also includes development costs for bringing our Sarnia facility in line for production.

We expect research and development expenses, including our patent maintenance expenses, to decrease since we have deployed and implemented our bio-succinic acid in a commercial scale manufacturing facility. We expect to continue conducting research and developmen t in-house, and recently moved from our 27,000 square foot facility in Plymouth, Minnesota to our new 2,000 square foot facility in St. Paul, Minnesota, to meet our actual research and development needs. Certain research and development activities that can be performed more effectively by outside consultants will be performed with their respective expertise as required.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel costs (salaries, and other personnel-related expenses, including stock-based compensation), marketing services, product development costs, advertising, selling and distributor costs and feasibility study fees.

Following our agreement signed with Mitsui in February 2016, we expect to decrease our sales and marketing efforts while leveraging Mitsui’s global sales platforms along with its dedicated commercial team.

Depreciation of Property and Equipment and Amortization of Intangible Assets

Depreciation of property and equipment consists primarily of the depreciation of our Sarnia production facility, machinery and equipment, office furniture, research and development equipment and computer equipment, which is depreciated using the straight-line method over their estimated useful lives. Amortization of intangible assets consists primarily of our definite-lived license and amortization of computer software and licenses, which are amortized using the straight-line method over their estimated useful lives. Depreciation of property and equipment increased significantly since our manufacturing facilities operations started. As of September 30, 2016, $20.3 million of net grants were applied as a reduction of machinery and equipment and building. This reduces depreciation expense over the useful life of the asset.

Foreign Exchange (Gain) Loss

We expect to conduct operations throughout the world. Our financial position and results of operations will be affected by economic conditions in countries where we plan to operate and by the changing foreign currency exchange rates. We are exposed to changes in exchange rates in Europe and Canada. The Euro and the Canadian Dollar are our most significant foreign currency exchange risks. A strengthening of the Euro and the Canadian Dollar against the U.S. Dollar may increase our revenues and expenses since they are expressed in U.S. Dollars. As we increase our production from our manufacturing facility in Sarnia, Ontario, we expect our foreign currency risk to continue as a significant portion of our uses of cash will be denominated in Canadian Dollars while our sources of cash will be primarily in U.S. Dollars and in Euros. We will monitor foreign currency exposures and will look to mitigate exposures through normal business operations such as manufacturing and selling in the same currencies where practical or buying required currencies at spot where advantageous. We may use forward contracts or currency swaps to mitigate any remaining exposures.

Amortization of Debt Discounts

Amortization of debt discounts consists primarily of costs from past financings that are recognized over the life of the funding instrument and will continue to increase in line with the expenses incurred to obtain future financing. Those costs are deferred and amortized on a straight-line basis, which is approximately the effective interest method, over the term of the related debt. Amortization

of debt discounts also includes the accretion of the debt discount on the interest free or low-interest loans received from the government agencies.

Financial Charges (Income), Net

Financial charges (income), net, include interest on short-term and long-term debt, end of term accretion charge from the TCP loan and the recognition of gains or losses resulting from the mark-to-market adjustment required at the balance sheet date on our IPO Warrants, 2009 Warrants and 2011 Warrants.

We account for common stock warrants in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Derivative warrant liabilities were valued using the Black-Scholes pricing model at the date of initial issuance and using the closing value as quoted on the New York Stock Exchange at each s ubsequent balance sheet date. The 2009 Warrants and 2011 Warrants are valued using the Monte Carlo method.

Income Taxes

We are subject to income taxes in Luxembourg, the United States and Canada. We have incurred significant losses and have not generated taxable income in these jurisdictions, with the exception of Canada. In the future, we expect to become subject to taxation based on the statutory rates in effect in the countries in which we operate and our effective tax rate could fluctuate accordingly. We have incurred net losses since our inception and have not recorded any federal, state or foreign current income tax provisions, with the exception of (i) recognition of unrecognized tax benefits since inception, (ii) a recovery of income taxes in the 258 day period ended September 30, 2009, and (iii) recognition of current income taxes in Canada. We have a full valuation allowance against our net deferred tax assets. Additionally, under the U.S. Internal Revenue Code, our net operating loss carryforwards and tax credits may be limited if a cumulative change in ownership of more than 50% is deemed to have occurred within a three year period. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred after each of our previous issuances of shares of common stock and warrants.

Comparison of Three months ended September 30, 2016 and September 30, 2015

The following table shows the amounts of the listed items from our consolidated statements of operations for the periods presented, showing period-over-period changes:

	Three Months Ended September 30,
	2016			2015			Change
	$			$			$
	(in thousands)

Product sales	$	3,661		$	352		$	3,309
Cost of goods sold excluding depreciation and amortization		5,035			367			4,668
Operating expenses
General and administrative		1,767			2,220			(453	)
Research and development, net		1,773			5,999			(4,226	)
Sales and marketing		479			921			(442	)
Depreciation of property and equipment and amortization of intangible assets		1,208			124			1,084
Foreign exchange (gain) loss		(29	)		610			(639	)
Operating expenses		5,198			9,874			(4,676	)

Operating loss		(6,572	)		(9,889	)		3,317
Amortization of debt discounts		1,038			123			915
Financial charges (income), net		3,190			(1,552	)		4,742
Grant income		(4,047	)		—			(4,047	)
Other expense (income), net		(34	)		(1	)		(33	)
Loss before income taxes		(6,719	)		(8,459	)		1,740
Income taxes		—			(28	)		28
Net loss		(6,719	)		(8,431	)		1,712
Net loss attributable to:
BioAmber Inc. shareholders		(6,158	)		(7,051	)		893
Non-controlling interest		(561	)		(1,380	)		819
		(6,719	)		(8,431	)		1,712

Product sales

Product sales increased from $352,000 for the three months ended September 30, 2015 to $3.7 million for the three months ended September 30, 2016 due to an increase in product volume sold, partially offset by a decrease in average selling price.

Cost of goods sold

Cost of goods sold increased from $367,000 for the three months ended September 30, 2015 to $5.0 million for the three months ended September 30, 2016. This increase was driven primarily by an increase in volume sold, as well as Sarnia facility ramp-up costs, including fixed costs and reprocessing costs for off-specifications products that were allocated to the cost of goods sold.

General and administrative expenses

General and administrative expenses decreased by $453,000 to $1.8 million for the three months ended September 30, 2016, as compared to $2.2 million for the three months ended September 30, 2015. This was driven by a decrease in salaries and benefits expense and recruitment fees, offset by an increase in salaries and benefits expense associated with the Sarnia facility transition from construction to production stage, and an increase in stock-based compensation expense.

Research and development expenses

Research and development expenses decreased by $4.2 million to $1.8 million for the three months ended September 30, 2016, as compared to $6.0 million for the three months ended September 30, 2015. This was due to the fact that the costs related to the commissioning of the plant incurred in the prior year were recorded in research and development. It is also explained by reduced expenses related to the molecular engineering of the yeast and lower costs related to intellectual property, partially offset by an increase in royalties expense associated with sales from Sarnia facility.

Sales and marketing expenses

Sales and marketing expenses decreased by $442,000 to $479,000 for the three months ended September 30, 2016, as compared to $921,000 the three months ended September 30, 2015. This was driven by a decrease in salaries, benefits and associated costs, including stock-based compensation and travel expense, following the reorganization of our commercial function in the first quarter of 2016.

Foreign exchange (gain) loss

The foreign exchange (gain) loss decreased from a loss of $610,000 for the three months ended September 30, 2015 compared to a gain of $29,000 for the three months ended September 30, 2016. This slight gain during the three months ended September 30, 2016 was driven by a relative stability of the U.S. Dollar versus the Canadian Dollar during the three months ended September 30, 2016.

Financial charges (income), net

Financial charges (income), net decreased to a charge of $3.2 million for the three months ended September 30, 2016 as compared to an income of $1.6 million for the three months ended September 30, 2015. This variation of $4.7 million is mainly due to the non-cash mark-to-market adjustment change of $3.4 million on the warrants that were part of the units issued in our IPO, as well as on the June 2009 Warrants and the April 2011 Warrants. It is also due to an increase in end of term charge of $602,000 and interest and other charges of $600,000 in connection with the repayment of TCP loan during the third quarter 2016.

Grant income

During the three months ended September 30, 2016, the Milestone IV from SDTC grant was completed and reclassified from deferred grant to grant income, along with a portion of the remaining 10% holdback.

Comparison of Nine Months Ended September 30, 2016 and Nine Months Ended September 30, 2015

The following table shows the amounts of the listed items from our consolidated statements of operations for the periods presented, showing period-over-period changes:

	Nine Months Ended September 30,
	2016			2015			Change
	$			$			$
	(in thousands)

Product sales	$	7,641		$	1,061		$	6,580
Cost of goods sold excluding depreciation and amortization		11,578			1,429			10,149
Operating expenses
General and administrative		7,376			7,812			(436	)
Research and development, net		5,145			15,568			(10,423	)
Sales and marketing		2,219			3,198			(979	)
Depreciation of property and equipment and amortization of intangible assets		3,600			288			3,312
Write-off of intangible assets		—			1,141			(1,141	)
Foreign exchange loss		117			868			(751	)
Operating expenses		18,457			28,875			(10,418	)

Operating loss		(22,394	)		(29,243	)		6,849
Amortization of deferred financing costs and debt discounts		2,478			281			2,197
Financial charges (income), net		(4,660	)		2,801			(7,461	)
Grant income		(4,047	)		—			(4,047	)
Other expense (income), net		138			(21	)		159
Loss before income taxes		(16,303	)		(32,304	)		16,001
Income taxes		19			15			4
Net loss		(16,322	)		(32,319	)		15,997
Net loss attributable to:
BioAmber Inc. shareholders		(12,293	)		(29,428	)		17,135
Non-controlling interest		(4,029	)		(2,891	)		(1,138	)
		(16,322	)		(32,319	)		15,997

Product sales

Product sales increased from $1.1 million for the nine months ended September 30, 2015 to $7.6 million for the nine months ended September 30, 2016 due to an increase in product volume sold, partially offset by a decrease in average selling price.

Cost of goods sold

Cost of goods sold increased from $1.4 million for the nine months ended September 30, 2015 to $11.6 million for the nine months ended September 30, 2016. The increase is primarily due to an increase in volume sold, as well as Sarnia facility ramp-up costs, including fixed costs and reprocessing costs for off-specifications products that were allocated to the cost of goods sold.

General and administrative expenses

General and administrative expenses decreased by $436,000, to $7.4 million for the nine months ended September 30, 2016, as compared to $7.8 million for the nine months ended September 30, 2015. This was driven by a decrease in incentive employee remuneration, in stock-based compensation expense and in recruiting costs. It is offset by an increase in salaries and benefits expense associated with the Sarnia facility transition from construction to production stage.

Research and development expenses, net

Research and development expenses, net, decreased by $10.4 million, to $5.1 million for the nine months ended September 30, 2016, as compared to $15.6 million for the nine months ended September 30, 2015. This was due to the fact that the costs related to the commissioning of the plant incurred in the prior year were recorded in research and development. It is also explained by reduced expenses related to the molecular engineering of the yeast, lower costs related to intellectual property and decrease in stock-based

compensation expe nse. Those reductions are partially offset by an increase in royalties expense associated with sales from Sarnia facility.

Sales and marketing expenses

Sales and marketing expenses decreased by $1.0 million to $2.2 million for the nine months ended September 30, 2016, as compared to $3.2 million the nine months ended September 30, 2015. This was driven by a decrease in salaries, benefits and associated costs, including stock-based compensation and travel expense, following the reorganization of our commercial function in the first quarter of 2016.

Foreign exchange loss

The foreign exchange loss decreased by $751,000 to $117,000 for the nine months ended September 30, 2016 as compared to a loss $868,000 for the nine months ended September 30, 2015. The foreign exchange loss was driven by a strengthening of the Canadian Dollar versus the U.S. Dollar during the nine months ended September 30, 2016, which impacted our debt in Canadian dollar with Bridging, and our U.S. Dollar trade receivable balance in our subsidiary with Canadian functional currency.

Financial charges (income), net

Financial charges (income), net comprised of an income of $4.7 million for the nine months ended September 30, 2016 as compared to a charge $2.8 million for the nine months ended September 30, 2015. This variation of $7.5 million is mainly due to the non-cash mark-to-market adjustment change of $8.5 million on the warrants that were part of the units issued in our IPO, as well as on the June 2009 Warrants and the April 2011 Warrants, offset by an increase in end of term charge of $517,000 and interest and other charges of $600,000 in connection with the repayment of TCP loan during the third quarter 2016.

Grant income

Liquidity and Capital Resources

From inception through September 30, 2016, we have funded our operations primarily from an aggregate of $292.8 million raised from public offerings of our equity securities, private placements of our equity securities, and the sale of shares issued by a subsidiary and convertible notes, including net proceeds of $11.9 million from our January 2016 public offering of our common stock and Mitsui’s additional capital contribution of CAD$25.0 million in the first quarter of 2016. We also received CAD$82 million from loan and grant proceeds from various Canadian institutional and government agencies in BioAmber Sarnia, including CAD$10 million from BDC in August 2016, and proceeds of CAD$25 million from a demand non-revolving credit facility with Bridging at the corporate level in September 2016.

We began commissioning and start-up of our Sarnia facility in March 2015, achieved mechanical completion in June 2015 and started production in the last quarter of 2015. We will require funds to ramp up production levels at our Sarnia facility and for general corporate purposes. We expect to fund these needs through available cash on hand and by other strategies, including one or more of the following:

•

Increase revenues from succinic acid sales

•

Reduce our production costs at our Sarnia facility

•

Reduce or delay operating expenses as deemed appropriate in order to conserve cash

•

Trigger the exercise of our IPO warrants, if needed

•

Raise additional equity capital and or debt financing

Based on these initiatives listed above and the cash on hand at September 30, 2016, we believe we have sufficient cash to fund our operations for at least the next twelve months.

There are certain covenants in our debt and grant agreements, which are discussed in the notes to our consolidated financial statements. We are in compliance with all of the covenants provided in each of these agreements. We expect to continue to be in compliance with these covenants in the future.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

	Nine Months Ended September 30,
	2016			2015
	(in thousands)

Net cash used in operating activities		(33,101	)		(22,491	)

Net cash used in investing activities		(540	)		(62,878	)

Net cash provided by financing activities		42,231			70,457

Operating activities

The cash from operating activities is primarily used for general and administrative expenses and research and development activities. These include expenses on research and development projects, expenses related to the Sarnia facility production operations, consultancy and advisory fees from third parties, licensing and royalty expenses, payroll expenses, legal and accounting expenses and office rent and utilities.

Cash used in operating activities during the nine months ended September 30, 2016 of $33.1 million reflected our net loss of $16.3 million, which was adjusted for non-cash items of $3.3 million and a negative change in operating assets and liabilities of $13.5 million. Non-cash adjustments included stock-based compensation of $2.7 million, $3.6 million of depreciation and amortization, financial income of $8.1 million including the mark-to-market accounting for our financial liability warrants and the end of term charge on long-term debt, amortization of debt discounts of $2.5 million and grant income of $4.0 million. The amount of operating assets and liabilities is a net outflow of $13.5 million due to a decrease in current liabilities and an increase in current assets.

Cash used in operating activities during the nine months ended September 30, 2015 of $22.5 million reflected our net loss of $32.3 million, which was adjusted for non-cash charges of $6.6 million and a positive change in operating assets and liabilities of $3.2 million. Non-cash expense adjustments included stock-based compensation of $3.9 million, $1.1 million of intangible assets write-off and financial charges of $1.0 million including the mark-to-market accounting for warrants that were part of the units issued in our IPO and the June 2009 and April 2011 Warrants, and the end of term charge on long-term debt. The amount of operating assets and liabilities is a net inflow of $3.2 million due to an increase in current liabilities and a decrease in current assets.

Investing activities

Cash used in investing activities during the nine months ended September 30, 2016 of $540,000 included property and equipment purchases.

Cash used in investing activities during the nine months ended September 30, 2015 of $62.9 million included property and equipment purchases mostly related to the building of our facility in Sarnia, Ontario of $62.5 million.

Financing activities

Cash provided by financing activities during the nine months ended September 30, 2016 of $42.2 million included the proceeds from issuance of shares of the January 2016 public offering, for a total of $11.9 million, capital contributions by Mitsui to our BioAmber Sarnia joint venture of $17.7 million, principal reimbursement of various loans for $14.1 million, SDTC grant for $1.1 million, and new loan received from BDC and Bridging for a total of $27.0 million.

Cash provided by financing activities during the nine months ended September 30, 2015 of $70.5 million included the proceeds from issuance of shares including the May 2015 public offering, for a total of $33.1 million, an additional disbursement of $30.0 million from the government under the actual loans and grants agreements, including the loan proceeds of the CAD$20.0 million commercial loan from a financial consortium including Export Canada Development (EDC), Comerica, and Farm Credit Canada, capital contributions by Mitsui to our BioAmber Sarnia joint venture of $9.0 million, and reimbursement of our EDC loan for $0.6 million.

Off-balance Sheet Arrangements

During the periods presented, we did not have, and we do not currently have, any relationships with unconsolidated entities, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are

reasonable based on the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the fi nancial statements and the reported amounts of revenues and expenses for the periods presented. The significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating our reported financial results include fair value determination of assets, liabilities, fair value of intangible assets and goodwill, useful lives of intangible assets, income taxes, stock-based compensation and value of certain equity and debt instruments. These critical accounting pol icies are the same as those detailed in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recent accounting pronouncements

For information on recent accounting pronouncements, see ”Recently adopted and recently issued accounting guidance” in the notes to the consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash totaling $15.9 million at September 30, 2016. These amounts were deposited in current and interest-bearing accounts and were held for working capital purposes. The company’s long-term loan with EDC bears interest at floating interest rate per annum based on the Canadian prime rate plus an interest spread of 5%. If the Canadian prime rate were to increase, the interest rates for the remaining term of the loans would increase.

Commodity Price Risk

We use glucose in our processes, which can be derived from corn, wheat and other feedstocks. Thus, our raw material is sensitive to price fluctuations in feedstock commodities. Prices of corn, wheat and other feedstocks are subject to fluctuations due to unpredictable factors such as weather, quantities planted and harvested, changes in national and global supply and demand, and government programs and policies.

Foreign Currency Risk

We currently conduct our operations in U.S. dollars, Canadian dollars and Euros, which exposes us to fluctuations in foreign currency exchange rates. Our foreign currency risk is expected to increase with the ramp-up of our Sarnia facility, as our sources of cash are primarily in U.S. dollars, while our uses of cash are primarily in Canadian dollars. We will monitor the amounts and timing of foreign currency exposures related to the operations of the facility and will look to mitigate exposure through normal business operations such as manufacturing and selling in the same currencies where practical. We may use forward contracts or currency swaps to mitigate any remaining exposure.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2016, our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2016, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the Securities and Exchange Commission, including ensuring that such material information is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the

objectives of the control system are met. Because of the inherent limitations in all control sys tems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become i nadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detect ed.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

We may be, from time to time, involved in the normal course of business in various legal proceedings. Rules of the Securities and Exchange Commission require the description of material pending legal proceedings, other than ordinary, routine litigation incident to our business, and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. There may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which would have a material adverse effect on us.

Item 1 A.

Risk Factors

Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 15, 2016, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Except to the extent that information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters described in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to our risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 15, 2016. However, those risk factors continue to be relevant to an understanding of our business, financial condition and operating results and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

None

Item 5.

Other Information

Our investors and others should note that we announce material financial and other information using our company website ( www.bio-amber.com ), our investor relations website ( investor.bio-amber.com ), SEC filings, press releases, public conference calls and webcasts. In addition, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the investor relations page of our internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Alternatively, these reports may be accessed at the SEC’s website at www.sec.gov . Information about BioAmber, its business, and its results of operations may also be announced by posts on the following social media channels

— BioAmber’s Twitter feed ( https://twitter.com/bioamber )

— BioAmber’s Facebook feed ( https://www.facebook.com/bioamber )

— BioAmber’s LinkedIn feed ( https://goo.gl/YhtwRZ )

— BioAmber’s Google+ feed ( https://plus.google.com/+BioamberInc/posts )

— BioAmber’s youtube feed (www.youtube.com/user/BioAmber )

The information that we post on these social media channels could be deemed to be material information. As a result, we encourage investors, the media, and others interested in BioAmber to review the information that we post on these social media channels. These channels may be updated from time to time on BioAmber’s investor relations website.

Item 6.

Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Exhibit
No.

Exhibit Description

Filed or
Furnished
Herewith

Incorporated by Reference

Form

SEC File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation

S-1

333-177917

3.1

4/11/13

3.2

Amended and Restated By-laws

S-1

333-177917

3.2

4/11/13

4.1

Specimen Common Stock Certificate

S-1

333-177917

4.1

4/11/13

4.2

Form of Common Stock Purchase Warrant

S-1

333-177917

4.6

5/9/13

10.1

Letter Agreement Offer of financing with BioAmber Inc. and Bridging Finance Inc. dated as of September 9, 2016

31.1

Certification of the Principal Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Principal Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of the Principal Chief Executive Officer and Principal Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

The certification furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

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

	BIOAMBER INC.

November 7, 2016

	By:	/s/ Jean-François Huc
		Jean-François Huc
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Mario Saucier
		Mario Saucier
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.1

September 9 ^th , 2016

BioAmber Inc.

1250 Rene-Levesque Blvd. West, Suite 4310

Montreal, Quebec,

Canada H3B 4W8

Attention: President & CEO

Dear Mr. Jean-François Huc:

Re:	Bridging Finance Inc. (in its capacity as lender, the “ Lender ”), demand non-revolving credit facility in favour of the Borrower (as defined below)

The Lender is pleased to offer the credit facility (the “ Facility ”) described in this letter agreement (the “ Agreement ”) subject to the terms and conditions set forth herein including, without limitation, the satisfactory completion of due diligence. Unless otherwise indicated, all amounts are expressed in Canadian currency. All capitalized terms not otherwise defined in the body of this Agreement shall have the meanings ascribed hereto in Schedule “A”.

Borrower:

BioAmber Inc. (the “ Borrower ”), a corporation incorporated pursuant to the laws of Delaware

Lender: Bridging Finance Inc.

Guarantors:

BioAmber Canada Inc. and, if the BioAmber Lux Windup is not completed within 60 days of the date hereof, BioAmber International S.A.R.L (together, the “Guarantors”)

Facility:

Non-revolving demand loan of up to $25,000,000. Subject to the provisions hereof, the Lender may demand payment in writing at any time and this Facility shall become payable by the Lender immediately upon receipt of such demand.

Purpose:

To refinance certain amounts owed by the Borrower to Tennenbaum Capital Partners (“ TCP ”) and for general working capital and corporate purposes.

Term:

The earlier of the date of demand and September 30, 2017

Loan

Availability:

Subject to the terms and conditions of this Agreement, the amount available under the Facility may be drawn only in a single advance on the date of the initial advance under the Facility, at which time any undrawn amount under the Facility shall be permanently cancelled.

Interest Rate

and Fees:

Interest: Interest shall accrue at an annual rate of Bank of Montreal Prime plus ten and eight tenths of one percent ( 10.8 %) calculated on the daily outstanding balance of the Facility and compounded monthly, not in advance and with no deemed reinvestment of monthly payments. On the occurrence of an Event of Default, interest shall be calculated at an annual rate of twenty-one percent (21%) per annum calculated and compounded as aforesaid. Bank of Montreal Prime shall mean the floating annual rate of interest established from time to time by the Bank of Montreal as the base rate it will use to determine rates of interest on Canadian dollar loans to customers in Canada and

designated as its Prime Rate.

Work Fee: A work fee of one and fifty hundredths of one percent (1.50%) of the size of the Facility, plus any applicable taxes due thereon, shall be due and payable by the Borrower to the Lender at the time of the first advance of the Facility and shall be deducted from the advance of the Facility.

Administration Fee : If the Borrower fails to pay any amounts on the day such amounts are due or if the Borrower fails to deliver the required reports set out herein, the Borrower shall pay to the Lender a late administration fee of $100.00 per day, plus any applicable taxes due thereon, until such date that such payment has been made or the Borrower has delivered such report, as the case may be.

Expenses: The Borrower shall pay all fees and expenses (including, but not limited to, all due diligence, consultant, field examination and appraisal costs, all fees and expenses for outside legal counsel and other outside professional advisors and the time spent by the Lender and its representatives in retaking, holding, repairing, processing and preparing for disposition and disposing of the Security calculated at the Lender’s standard per diem rate in effect at such applicable time and established by the Lender in its sole discretion for internal personnel of the Lender) reasonably incurred by the Lender in connection with the preparation, registration and ongoing administration of this Agreement and the Security and with the enforcement of the Lender’s rights and remedies under this Agreement or the Security, whether or not any amounts are advanced under this Agreement. I f the Lender has paid any expense for which the Lender is entitled to reimbursement from the Borrower and such expense has not been deducted from the advance of the Facility, such expense shall be payable by the Borrower upon demand therefor from the Lender. All such fees and expenses and interest thereon shall be secured by the Security only if the funds under the Facility are advanced.

Payments:

Without limiting the right of the Lender to at any time demand repayment according to the terms of this Agreement, and subject to and in addition to the requirement for repayment in full pursuant to this Agreement at the end of the Term, interest only at the aforesaid rate, calculated daily and compounded and payable monthly, not in advance on the outstanding amount of the Facility, shall be due and payable on the last Business Day of each and every month during the Term.

Prepayment:

After April 1, 2017, the Facility can be repaid in full or partially at any time without any fee or penalty upon at least ninety (90) days prior written notice to the Lender (for clarity, the earliest date where such prepayment can occur without any fee or penalty is April 2, 2017, provided at least a ninety (90) days prior notice has been sent to the Lender). After April 1, 2017, the Facility can also be repaid in full or partially at any time without any prior notice or with a prior notice of less than ninety (90) days, provided that in such event, or in the event of a termination of the Facility resulting from the occurrence of an Event of Default, the Borrower shall pay to the Lender an amount equal to the following formula:

I/365 x (90- N) x M

Where:

I = the annual interest rate on the Facility on the date that notice of termination, or demand, as the case may be, is made

N = the number of days between the date that notice of termination is provided, and the date of termination, provided that if such number is greater than ninety (90) days, it shall be equal to 90 for the purposes of this calculation, and if demand occurs during the occurrence of an

Event of Default, N shall equal 0

M = the outstanding amount, including any interest and other fees owing, under this Agreement, on the date that notice of termination, or demand, as the case may be, is provided

Deposit:

The Lender acknowledges that it has been paid a deposit of $80,000 towards its expenses by the Borrower and that any unused amount of such deposit will be credited against the Facility.

Renewal:

Subject to demand by the Lender or the occurrence and continuance of an Event of Default, the Borrower acknowledges that the principal amount of the Facility is payable upon maturity at the end of the Term and that the Lender is not obligated to grant any renewal or extension of the Term.

Application of

Payments:

Notwithstanding anything else contained herein, all payments received by the Lender shall first be credited as repayment of interest and fees or other charges owing by the Borrower and then as repayment of the principal amount owing by the Borrower to the Lender hereunder.

Conditions

Precedent:

The availability of the Facility is subject to and conditional upon the following conditions:

(i)

satisfactory completion of the Lender’s due diligence and continual due diligence, including the Lender’s review of the corporate structure of the Borrower and the Operating Companies and operations of the Borrower, the Operating Companies and their respective business and financial plans;

(ii)

receipt of a duly executed copy of this Agreement and the Security, in form and substance satisfactory to the Lender and its legal counsel, registered as required to perfect and maintain the security created thereby and such certificates, authorizations, resolutions and legal opinions as the Lender may reasonably require including an opinion from the Borrower’s and Guarantors’ counsel with respect to status and the due authorization, execution, delivery, validity and enforceability of this Agreement and the Security;

(iii)

the discharge or subordination of any and all existing security against the Borrower, other than the security listed in Schedule B hereto, as may be required by the Lender;

(iv)

payment of all fees owing to the Lender hereunder;

(v)

delivery of such financial and other information or documents relating to the Borrower and the Operating Companies as the Lender may require;

(vi)

the Lender being satisfied that there has been no material deterioration in the financial condition of the Borrower or the Operating Companies;

(vii)

no event shall have occurred and be continuing and no circumstance shall exist which has not been waived, which constitutes a default in respect of any material commitment, agreement or any other instrument to which the Borrower or any Operating Company is a party or is otherwise bound, entitling any other party thereto to accelerate the maturity of amounts of principal owing thereunder or terminate any such material commitment, agreement or instrument which would have a material adverse effect upon the financial condition, property,

assets, operation or business of the Borrower or any Operating Company; and

(viii)

no event that constitutes, or with notice or loss of time or both, would constitute an Event of Default shall have occurred.

Covenants:

The Borrower and each Guarantor jointly and severally covenants and agrees with the Lender, while this Agreement is in effect, to:

(i)

pay all sums of money when due hereunder or arising therefrom;

(ii)

provide the Lender with prompt written notice of any event which constitutes, or which, with notice, lapse of time, or both, would constitute an Event of Default, a breach of any covenant or other term or condition of this Agreement or of any other Credit Document;

(iii)

use the proceeds of the Facility for the purposes provided for herein;

(iv)

continue, and cause the Operating Companies to continue, to carry on business in the nature of or related to the business transacted by the Borrower and the Operating Companies prior to the date hereof in the name and for the account of the Borrower and the Operating Companies;

(v)

keep and maintain books of account and other accounting records in accordance with generally accepted accounting principles;

(vi)

ensure all shares constituting Collateral are in the possession and control of the Lender;

(vii)

cause all material properties and assets used or useful in the conduct of the business of the Borrower and each of the Operating Companies to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment and cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in its reasonable judgment may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;

(viii)

cause each of the Operating Companies to not sell, transfer, convey, lease or otherwise dispose of any of its material assets or fail to renew any material contracts;

(ix)

not incorporate any subsidiary or otherwise permit any other entity to carry on any business currently conducted or anticipated to be conducted by the Borrower;

(x)

not transfer any cash or other material assets to any person other than the Borrower or a Guarantor and cause each Operating Company that is not a Guarantor to transfer all of its cash distributions (after paying ordinary course expenses) to a Guarantor or the Borrower, subject to the rights of the existing lenders and shareholders of any such Operating Company;

(xi)

not, and cause each of the Operating Companies to not, sell, transfer, convey, lease or otherwise dispose of any of its properties or assets, other than in the ordinary course of its business;

(xii)

not, and cause each of the Operating Companies to not, sell, transfer, convey,

encumber or otherwise dispose of any of its capital stock or permit any reorganization or change of control of the Borrower or any Operating Company;

(xiii)

not purchase or redeem its shares or units or otherwise reduce the capital of the Borrower or any Operating Company;

(xiv)

not declare or pay any dividends, or distributions to unit holders, or repay any shareholders’ loans, interest thereon or share capital of the Borrower;

(xv)

not make loans or advances (excluding for greater certainty, salaries and bonuses (which shall not be funded from the sale of assets) payable in the ordinary course of business and in accordance with past practice) to shareholders, directors, officers or any other related or associated party;

(xvi)

permit the Lender and its representatives, at any time and from time to time, with such frequency as the Lender, in its sole discretion, may require, to visit and inspect the Borrower’s and each Operating Companies’ respective premises, properties and assets and to examine and obtain copies of the Borrower’s and each Operating Companies’ records or other information and discuss the Borrower’s and each Operating Companies’ affairs with the auditors, counsel and other professional advisors of the Borrower and each Operating Company all at the reasonable expense of the Borrower;

(xvii)

keep the Lender informed on any changes to the strategy of the Borrower or any Operating Company;

(xviii)

forthwith notify the Lender of the particulars of any action, suit or proceeding, pending or to the Borrower's knowledge threatened against the Borrower or any Operating Company;

(xix)

in a form and manner prescribed by the Lender (which may include by fax and/or e-mail), deliver to the Lender any financial information, certified by a senior officer of the Borrower, with respect to the Borrower and any Operating Company as and when reasonably requested by the Lender;

(xx)

file, and cause each of the Operating Companies to file, all tax returns which the Borrower and each Operating Company must file from time to time, to pay or make provision for payment of all taxes (including interest and penalties) and other potential preferred claims which are or will become due and payable and to provide adequate reserves for the payment of any tax, the payment of which is being contested;

(xxi)

not, and cause each of the Operating Companies to not, make any capital expenditures other than those that are in a budget approved by the Lender, in its sole discretion;

(xxii)

not, and cause each of the Operating Companies to not, grant, create, assume or suffer to exist any mortgage, charge, Lien, pledge, security interest, including a purchase money security interest, or other encumbrance affecting any of the properties, assets or other rights of the Borrower or any Operating Company except for Encumbrances approved by the Lender (collectively, “ Permitted Encumbrances ”) which for certainty includes those Encumbrances listed on Schedule B hereto;

(xxiii)

shall keep its business and the Collateral insured for risks and in amounts standard for companies in the Borrower’s industry and location and as the

Lender may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to the Lender. All property policies shall have a lender’s loss payable endorsement showing the Lender as lender loss payee and waive subrogation against the Lender and shall provide that the insurer must give the Lender at least twenty (20) days’ notice before canceling, amending, or declining to renew its policy. All liability policies shall show, or have endorsements showing, the Lender as an additional insured with a waiver of subrogation rights, and all such policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall give the Lender at least twenty (20) days’ notice before canceling, amending, or declining to renew its policy. At the Lender’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at the Lender’s option, be payable to the Lender on account of the Obligations;

(xxiv)

not cancel any debt owing to it;

(xxv)

not, and cause each of the Operating Companies to not, create, incur, assume or permit to exist any indebtedness, except indebtedness existing on the date of this Agreement and indebtedness consented to in writing by the Lender, provided that “indebtedness” includes, without limitation, (i) debt for borrowed money or for the deferred purchase price of property or services (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured); (ii) all indebtedness created or arising under any conditional sale or other title retention agreements; and, (iii) capital lease obligations;

(xxvi)

not grant a loan or make an investment in or provide financial assistance to a third party (including, any Operating Company) by way of a suretyship, guarantee or otherwise except for financial assistance existing as of the date of this Agreement and delivered in connection with indebtedness secured by Permitted Encumbrances;

(xxvii)

not change its name, merge, amalgamate or otherwise enter into any other form of business combination with any other entity without the prior written consent of the Lender;

(xxviii)

the Borrower will provide 30 days prior written notice to the Lender of any change in the Borrower’s or any Operating Company’s places of business;

(xxix)

keep the Borrower’s and each Operating Companies’ assets fully insured against such perils and in such manner as would be customarily insured by companies carrying on a similar business or owning similar assets;

(xxx)

comply, and cause each of the Operating Companies to comply, with all laws and regulations, including consumer lending regulations; to advise the Lender promptly of any action, requests or violation notices received from any government or regulatory authority concerning the Borrower’s and/or the Operating Companies’ operations; and to indemnify and hold the Lender harmless from all liability of loss as a result of any non-compliance with such laws and regulations;

(xxxi)

promptly provide the Lender with notice if any license or agreement of the Borrower or any Operating Company required by the Borrower or such Operating Company to conduct its business, as then conducted, is terminated, materially restricted or is threatened to be terminated or material restricted;

(xxxii)

comply, and cause each Operating Company to comply, with all public reporting and disclosure requirements and all requirements of any securities laws applicable to the Borrower and any Operating Company;

(xxxiii)

cause BioAmber International S.A.R.L. to be wound up within 60 days of the date hereof and cause all assets of BioAmber International S.A.R.L. to be distributed to the Borrower (the “ BioAmber Lux Windup ”). Should the BioAmber Lux Windup not be completed within 60 days of the date hereof, the Borrower and the Lender shall cause BioAmber International S.A.R.L. to execute all documents requested by the Lender to cause BioAmber International S.A.R.L. to become a Guarantor and to provide all Security that the Lender may request;

(xxxiv)

within 90 days of the date hereof, enter into an intercreditor agreement, on terms satisfactory to the Lender, in its sole discretion, with each person currently having security over the assets of the Borrower and/or the Operating Companies;

(xxxv)

the Borrower shall use its best efforts to, within 90 days of the date hereof, cause BioAmber Sarnia Inc. to become a “Guarantor” for purposes of this Facility and to provide to the Lender with security, in form satisfactory to the Lender, on all of the property and assets of BioAmber Sarnia Inc., which security shall be for amounts and rank in the following priorities with all other holders of security in BioAmber Sarnia Inc.:

(i)

First rank: Comerica Bank, Export Development Canada and Farm Credit Canada for an amount of $16,923,077;

(ii)

Second rank: the Lender, for an amount of $15 million;

(iii)

Third rank: Business Development Bank of Canada for an amount of $10 million;

(iv)

Fourth rank: the Lender, for an amount of $10 million; and

(v)

Fifth rank: the Ontario Government (Ministry of Economic Development, Employment and Infrastructure) for an amount of $15 million; and

(xxxvi)

promptly, and in any event within two Business Days, use all proceeds received by the Borrower on account of (i) the exercise of any of the Borrower’s outstanding warrants issued in connection with its initial public offering completed in May 2013, and (ii) the issuance of shares in connection with any financing, to repay all or a portion of the then outstanding Facility.

Security and other

Requirements:

Borrower hereby grants Lender, to secure the payment and performance in full of all of its Obligations, a continuing security interest in, and pledges to the Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (the “ General Security Interest ”). In addition to the foregoing, as general and continuing security for the performance by the Borrower and each of the Guarantors of all of its Obligations, present and future, to the Lender, including, without limitation, the repayment of advances granted hereunder and the payment of interest, fees and any other amounts provided for hereunder and under the security documents, the Borrower and the Guarantors each undertake to grant to the Lender and to maintain at all times the following security in form satisfactory to the Lender (together with the General

Security Interest, the “ Security ”), in accordance with the forms in use by the Lender or as prepared by its solicitors:

(i)

a pledge agreement, on the Lender’s form, signed by the Borrower constituting a first ranking security interest in all of the Borrower’s interest in the Operating Companies subject only to Statutory Encumbrances and other Permitted Encumbrances, and excluding the shares owned in BioAmber Sarnia Inc.;

(ii)

an intellectual property security agreement, on the Lender’s form, providing security on all of the Borrower’s and the Guarantors intellectual property, subject to the exclusions described in Schedule C;

(iii)

an assignment of adequate all risk, business interruption, commercial general liability and property insurance (including the equipment of the Borrower in an amount not less than its appraised value);

(iv)

a movable hypothec affecting the universality of assets of the Borrower and the Guarantor;

(v)

postponement and assignment of all claims from the directors and shareholders of the Borrower and each Guarantor; and

(vi)

such other security as may be reasonably required by the Lender.

Should the BioAmber Lux Windup not be completed to the satisfaction of the Lender, in its sole discretion, prior to the date that is 60 days following the date hereof, BioAmber Lux shall become a Guarantor for purposes of this Agreement and shall provide all security requested of it by the Lender, including any of the Security listed above that the Lender determines to be appropriate, in its sole discretion.

The Borrower shall execute any further instruments and take further action as the Lender reasonably requests to perfect or continue Lender’s Lien in the Collateral or to effect the purposes of this Agreement.

Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to the Permitted Liens identified as such that may have superior priority to Lender’s lien under this Agreement). If Borrower shall acquire a commercial tort claim in an amount greater than Fifty Thousand Dollars ($50,000), Borrower shall promptly notify Lender in writing signed by Borrower of the general details thereof and grant to Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Lender. If this Agreement is terminated, the Lender’s lien on the Collateral shall continue until the Obligations of the Borrower hereunder are satisfied in full, and at such time, Lender shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to the Borrower and the Lender shall, at the Borrower’s sole cost and expense, execute such documentation and take such further action as may be reasonably necessary to make effective the termination contemplated by this paragraph. If at any time after such termination or Lender’s release of its security interest granted herein any Collateral or other property Lender receives in satisfaction of the Obligations of the Borrower hereunder is recovered, disgorged, set aside or otherwise avoided, or is subject to recovery, disgorgement, being set aside or avoided (whether through a formal court proceeding or otherwise) by or to Borrower, a bankruptcy trustee, a receiver or similar representative, then this Agreement shall be deemed revived, reinstated and in full force

and effect as if the original disposition was never made to the Lender, and the Lender’s security interest and all other rights in the Collateral shall be deemed in full force and effect until the full and final repayment of all Obligations of the Borrower hereunder.

Borrower hereby authorizes Lender to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect the Lender’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail all in the Lender’s discretion.

Events

of Default :

Without limiting any other rights of the Lender under this Agreement, including the right of the Lender to demand repayment at any time irrespective of the occurrence or continuance of an Event of Default, if any one or more of the following events (an “ Event of Default ”) has occurred and is continuing:

(i)

the Borrower fails to pay when due any principal, interest, fees or other amounts due under this Agreement or under any of the Security;

(ii)

the Borrower or any Guarantor breaches any provision of this Agreement or any of the Security or other agreement with the Lender, and such breach has not been cured ten (10) days following the receipt by the Borrower or a Guarantor of a notice to this effect;

(iii)

the Borrower or any Operating Company is in default under the terms of any other contracts, agreements or otherwise with any other creditor;

(iv)

any representation or warranty made or deemed to have been made in this Agreement or any other Credit Document, or in any written statement pursuant hereto or thereto, including any information certificate delivered in association with the entering into this Agreement, or in any report, financial statement or certificate made or delivered to the Lender by the Borrower, shall be untrue or incorrect in any material respect as of the date when made or deemed made, regardless of whether such breach involves a representation or warranty with respect to a party that has not signed this Agreement;

(v)

the Borrower or any Operating Company ceases or threatens to cease to carry on business in the ordinary course;

(vi)

any default or failure by the Borrower or any Operating Company to make any payment of wages or other monetary remuneration payable by the Borrower or any Operating Company to their respective employees under the terms of any contract of employment, oral or written, express or implied;

(vii)

any default or failure by the Borrower to keep current all amounts owing to parties other than the Lender who, in the Lender’s sole opinion, have or could have a security interest, trust or deemed trust in the property, assets or undertaking of the Borrower or any Guarantor which, in the Lender’s sole opinion could rank in priority to the security held by the Lender upon the property, assets and undertaking of the Borrower or any Guarantor;

(viii)

if, in the reasonable opinion of the Lender, there is a Material Adverse Change in the financial condition, ownership or operation of the Borrower or any Operating Company;

(ix)

the Borrower or any Operating Company is unable to pay its debts as such debts

become due, or is adjudged or declared to be or admit to being bankrupt or insolvent;

(x)

any judgment or award is made against the Borrower or any Operating Company, in respect of which (i) in the opinion of the Lender, acting reasonably, is likely to cause a Material Adverse Effect with respect to the Borrower or any Operating Company, (ii) there is not an appeal or proceeding for review being diligently pursued in good faith or (iii) adequate provision has not been made on the books of the Borrower or any Operating Company, as applicable; or

(xi)

any notice of intention is filed or any voluntary or involuntary case or proceeding filed or commenced for:

(a)

the bankruptcy, liquidation, winding-up, dissolution or suspension of general operations of the Borrower or any Operating Company, or the approval of a plan or a proposal for liquidation by any of the shareholders of the Borrower or any Operating Company;

(b)

the composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts of the Borrower or any Operating Company;

(c)

the appointment of a trustee, receiver, receiver and manager, liquidator, administrator, custodian or other official for, all or any significant part of the assets of the Borrower or any Operating Company;

(d)

the possession, foreclosure, retention, sale or other disposition of, or other proceedings to enforce security over, all or any significant part of the assets of the Borrower or any Operating Company; or

(e)

any secured creditor, encumbrancer or lienor, or any trustee, receiver, receiver and manager, agent, bailiff or other similar official appointed by or acting for any secured creditor, encumbrancer or lienor, takes possession of or forecloses or retains, or sells or otherwise disposes of, or otherwise proceeds to enforce security over all or any significant part of the assets of the Borrower or any Operating Company or gives notice of its intention to do any of the foregoing;

then, in such event, the Lender may, by written notice to the Borrower declare all monies outstanding under the Facility to be immediately due and payable. Upon receipt of such written notice, the Borrower shall immediately pay to the Lender all monies outstanding under the Facility and all other Obligations of the Borrower to the Lender in connection with the Facility under this Agreement. The Lender may enforce its rights to realize upon its security and retain an amount sufficient to secure the Lender for the Borrower’s Obligations to the Lender. On the occurrence of an Event of Default, the Lender may notify any debtor owing the Borrower money of the Lender’s security interest in such funds and verify the amount of such account. The Borrower hereby confirms that it has no knowledge of any actual or imminent Insolvency Proceeding of any of its debtors.

Nothing contained in this section shall limit any right of the Lender under this Agreement to demand payment of the Facility at any time, provided that, notwithstanding any other provisions of this Agreement, if the Lender requires the payment of the Facility in the absence of the occurrence of an Event of Default, the Borrower shall have a grace period of 15 days in order to put in place a new financing as necessary in order to repay the Facility.

The Borrower hereby irrevocably appoints the Lender as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse the Borrower’s name on any checks or other forms of payment or security; (b) sign the Borrower’s name on any invoice or bill of lading for any account or drafts against any debtor of the Borrower; (c) settle and adjust disputes and claims about the accounts directly with any debtor of the Borrower, for amounts and on terms Lender determines reasonable; (d) make, settle, and adjust all claims under the Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) make any disposition of the Collateral into the name of the Lender or a third party as the Uniform Commercial Code permits. Borrower hereby appoints the Lender as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of the Lender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full. The Lender’s foregoing appointment as the Borrower’s attorney in fact, and all of Lender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid.

Evidence of

Indebtedness:

The Lender shall maintain records evidencing the Facility. The Lender shall record the principal amount of the Facility, the payment of principal and interest on account of the Facility, and all other amounts becoming due to the Lender under this Agreement.

The Lender's accounts and records constitute, in the absence of manifest error, conclusive evidence of the indebtedness of the Borrower to the Lender pursuant to this Agreement.

Representations

and Warranties:

The Borrower and each Guarantor jointly and severally represents and warrants to the Lender that:

(i)

the Borrower and each of the Operating Companies has been incorporated under the laws of its jurisdiction of incorporation and has not been terminated;

(ii)

In connection with this Agreement, the Borrower has delivered to the Lender a completed certificate signed by the Borrower, entitled “ Perfection Certificate ”. The Borrower represents and warrants to the Lender that (i) the Borrower and each Operating Company’s exact legal name and address is as indicated in section (a) of the Perfection Certificate; (ii) the Borrower and each Operating Company is an organization of the type and is organized in the jurisdiction set forth in section (b) of the Perfection Certificate; (iii) section (c) of the Perfection Certificate accurately sets forth the Borrower and each Operating Company’s organizational identification number or accurately states that there is none; (iv) section (d) of the Perfection Certificate accurately sets forth the names (formal and informal), jurisdiction of formation, organizational structure or type, and organizational number assigned by its jurisdiction that Borrower and each Subsidiary used for the past five (5) years; and (v) all other information set forth on the Perfection Certificate is accurate and complete;

(iii)

the full name of the Borrower is “BioAmber Inc.”, it does not have a French version of such name and it carries on business under the name and style “BioAmber Inc.”;

(iv)

the Borrower and each Operating Company are duly registered and licensed to

carry on business in the jurisdictions in which they carry on business or own property where so required by the laws of that jurisdiction and they are not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document;

(v)

the Borrower and each Operating Company has full corporate power and authority to carry on its business as now carried on by it;

(vi)

the Borrower is the sole, direct or indirect, beneficial shareholder of each Operating Company (other than BioAmber Sarnia Inc. in which it owns 60% and Amberworks LLC in which it owns 50%) and has no other subsidiaries as of the date hereof and there are no outstanding shares, options or agreements for the purchase of any of the shares or membership interests of these such entities, except as set forth in the joint venture agreement of BioAmber Sarnia Inc. governing the relationship between the Borrower and Mitsui & Co., Ltd.;

(vii)

the information with respect to the assets, liabilities and financial performance of the Borrower, as set out in the annual and interim financial statements and management discussion and analysis set out in the Borrower’s Public Record disclosure posted on EDGAR, are materially correct as of the dates thereof;

(viii)

the Public Record, information contained on the Borrower’s website, and all financial, marketing, sales and operational information provided to the Lender do not contain any misrepresentations (as such term is defined in the Applicable Laws);

(ix)

the Borrower has complied and will fully comply with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Applicable Laws in relation to the issue and trading (where such trading was undertaken by the Borrower) of its securities;

(x)

the Borrower and the Operating Companies are in compliance with all applicable laws, regulations and statutes in the jurisdictions in which they carry on business and which may materially affect the Borrower and the Operating Companies, have not received a notice of non-compliance, nor knows of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and the Borrower and the Operating Companies are not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Borrower, the Operating Companies or the business or legal environment under which they operate;

(xi)

the Borrower and the Operating Companies have all material licences, permits, approvals, consents, certificates, registrations and other authorizations (collectively the “ Permits ”) under all applicable laws and regulations necessary for the operation of the businesses currently carried on, or proposed to be carried on, by the Borrower and the Operating Companies and each Permit is valid, subsisting and in good standing and the Borrower and the Operating Companies are not in default or breach of any Permit, and to the best of the knowledge of the Borrower, no material proceeding is pending or threatened to revoke or limit any Permit;

(xii)

the Borrower is a “reporting issuer” in the United States and has its shares posted and listed for trading on the New York Stock Exchange (“ NYSE ”) and is not in default of any of the requirements of the Applicable Laws or any of the

administrative policies or notices of the Regulatory Authorities, including the NYSE;

(xiii)

no order ceasing, halting or suspending trading in securities of the Borrower nor prohibiting the sale of such securities has been issued to and is outstanding against the Borrower or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and, to the best of the Borrower’s knowledge, no investigations or proceedings for such purposes are pending or threatened;

(xiv)

the Borrower has and will have filed as of the time of the initial advance hereunder all documents that are required to be filed under the continuous disclosure provisions of the Applicable Securities Laws, including annual and interim financial information and annual reports, press releases disclosing material changes and Material Change reports;

(xv)

the execution, delivery and performance by the Borrower of this Agreement and all documents delivered in connection with this Agreement have been duly authorized by all necessary actions and do not violate the constating documents or any Applicable Laws or agreements to which the Borrower or any Guarantor is subject or by which it is bound;

(xvi)

the Borrower’s and the Operating Companies’ financial statements most recently provided to the Lender fairly present their financial positions as of the date thereof and its results of operations and cash flows for the fiscal period covered thereby, and since the date of such financial statements, there has occurred no Material Adverse Change in the Borrower’s and each Operating Companies’ business or financial condition;

(xvii)

there is no claim, action, prosecution or other proceeding of any kind pending or threatened against the Borrower or any Operating Company or any of their respective assets or properties (including any of its intellectual property) before any court or administrative agency which relates to any non-compliance with any law which, if adversely determined, might have a material adverse effect upon its financial condition or operations or its ability to perform its Obligations under this Agreement or any of the Security, and there are no circumstances of which the Borrower is aware which might give rise to any such proceeding;

(xviii)

there is no litigation or governmental proceeding pending or, to the best of its knowledge, threatened against the Borrower or any Operating Company which, if adversely determined, would materially adversely affect the financial condition of the Borrower or such Operating Company;

(xix)

neither the Borrower nor any Operating Company is a party to any agreement or instrument, or subject to any corporate restriction or any judgment, order, writ, injunction, decree, award, rule or regulation, which materially adversely affects or, to the best of its knowledge, in the future is likely to materially and adversely affect, its ability to enter this Agreement or any other Credit Document or to perform its Obligations;

(xx)

neither the Borrower nor any Operating Company has any contingent liabilities which are not disclosed on or referred to in the financial statements most recently delivered to the Lender which would have a Material Adverse Effect on its business or prospects;

(xxi)

there are no outstanding rent payments owing by the Borrower or any Operating

Company in respect of any leased real property;

(xxii)

the Borrower and the Operating Companies have good and marketable title to all of their properties and assets, free and clear of any Encumbrances, other than Statutory Encumbrances, Permitted Encumbrances or as may otherwise be provided for herein, and except, as it relates to BioAmber Sarnia Inc., with respect to all securities pledged to its existing lenders;

(xxiii)

Section (f) of the Perfection Certificate lists all Intellectual Property of Borrower and the Operating Companies. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (i) non-exclusive licenses granted to its customers in the ordinary course of business, (ii) over-the-counter software and other non-customized mass market licenses that are commercially available to the public, and (iii) material Intellectual Property licensed to the Borrower and noted on the Perfection Certificate. Except as specifically noted in the Perfection Certificate, the Borrower has the full right and authority to dispose of its Intellectual Property, and each of the Operating Companies has the full right and authority to dispose of its Intellectual Property;

(xxiv)

no event has occurred which constitutes, or which, with notice, lapse of time, or both, would constitute, an Event of Default, a breach of any covenant or other term or condition of this Agreement or any of the Security given in connection therewith; and

(xxv)

each of the Borrower and the Operating Companies has filed all tax returns which were required to be filed by them, if any, paid or made provision for payment of all taxes (including interest and penalties) which are due and payable, if any and provided adequate reserves for payment of any tax, the payment of which is being contested, if any.

Tax Indemnity:

Any and all payments made by Borrower under this Agreement or any Credit Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of Lender being organized or resident, conducting business (other than a business deemed to arise from Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any Credit Documents) or having its principal office in such jurisdiction (“ Indemnified Taxes ”). If any Indemnified Taxes shall be required by law to be withheld or deducted from or in respect of any sum payable under this Agreement or any Credit Documents to Lender (w) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (x) Borrower shall make such withholdings or deductions, (y) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable law and (z) Borrower shall deliver to Lender evidence of such payment. Borrower’s obligation under this paragraph shall survive the termination of this Agreement.

Books and Records:

The Borrower agrees, upon request and 24 hours prior written notice, to promptly provide the Lender with unfettered access to the books and records of the Borrower and the

Operating Companies.

Confidentiality:

Each party agrees to keep all of the information and terms related to this Agreement confidential. In particular, the existence of this Agreement or the discussions surrounding this Agreement, and any confidential information exchanged in connection with this Agreement cannot be used by the receiving party (except in connection with the administration of the Facility) or disclosed to any party, including other creditors, without the other party’s prior written consent. Notwithstanding the preceding, as a result of Borrower’s status as a publicly traded company listed on the New York Stock Exchange, Borrower has the obligation to issue a press release announcing the execution of this Agreement, and publicly file a Form 8-K and this Agreement with the United States of America Securities and Exchange Commission. The date and the content of any such disclosure shall be discussed in good faith and agreed to by both parties, acting reasonably, taken into consideration the public disclosure obligations applicable to the Borrower..

General:

Credit : The Borrower authorizes the Lender, hereinafter, to obtain such factual and investigative information regarding the Borrower, from others as permitted by law, to furnish other consumer credit grantors and credit bureaus such information. The Lender, after completing credit investigations, which it will make from time to time concerning the Borrower must in its absolute discretion be satisfied with all information obtained, prior to any advance being made under the Facility.

The Borrower further authorizes any financial institution, creditor, tax authority, employer or any other person, including any public entity, holding information concerning the Borrower, or its assets, including any financial information or information with respect to any undertaking or suretyship given by the Borrower, to supply such information to the Lender in order to verify the accuracy of all information furnished or to be furnished from time to time to the Lender and to ensure the solvency of the Borrower at all times.

Non-Merger : The provisions of this Agreement shall not merge with any of the Security, but shall continue in full force and effect for the benefit of the parties hereto. In the event of an inconsistency between this Agreement and any of the Security and security documentation, including the Security, the provisions of this Agreement shall prevail.

Further Assurances and Documentation: The Borrower shall do all things and execute all documents deemed necessary or appropriate by the Lender for the purposes of giving full force and effect to the terms, conditions, undertakings hereof and the Security granted or to be granted hereunder.

Severability: If any provision of this Agreement is or becomes prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate or render unenforceable the provision concerned in any other jurisdiction nor shall it invalidate, affect or impair any of the remaining provisions of this Agreement.

Marketing: The Borrower and the Lender shall be permitted to use the name of the Borrower and the amount of the Facility for advertising purposes.

Governing Law : This Agreement and all agreements arising hereinafter shall be deemed to have been made and accepted in the City of Toronto, Ontario and construed in accordance with and be governed by the laws of the Province of Ontario and of Canada applicable therein; provided, however, that to the extent any provisions of this Agreement relate to Collateral in the United States, including the grant of any security interest in such Collateral, or any proceedings relating to such Collateral are instituted, such provisions and proceedings shall be interpreted in accordance with and exclusively

governed by the laws of the state of Delaware.

Counterparts: This Agreement, the Security and all agreements arising hereinafter may be executed in any number of separate counterparts by any one or more of the parties thereto, and all of said counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopier, PDF or by other electronic means shall be as effective as delivery of a manually executed counterpart.

Assignment : This Agreement when accepted and any commitment to advance, if issued, and the Security in furtherance thereof may be assigned by the Lender. The Borrower and each Guarantor may not assign or transfer all or any part of its rights or obligations under this Agreement, any such transfer or assignment being null and void insofar as the Lender are concerned and rendering any balance then outstanding under the Facility immediately due and payable at the option of the Lender.

Joint and Several : Where more than one person is liable as the Borrower for any obligation under this Agreement, then the liability of each such person for such obligation is joint and several with each other such person.

Time : Time shall be of the essence in all provisions of this Agreement.

Whole Agreement, Amendments and Waiver : This Agreement, the Security and any other written agreement delivered pursuant to or referred to in this Agreement constitute the whole and entire agreement between the parties in respect of the Facility. There are no verbal agreements, undertakings or representations in connection with the Facility. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing signed by the Borrower and the Lender. No failure or delay on the part of the Lender in exercising any right or power hereunder or under any of the Security shall operate as a waiver thereon. No course of conduct by the Lender will give rise to any reasonable expectation which is in any way inconsistent with the terms and conditions of this Agreement and the Security or the Lender’s rights thereunder.

[THIS REST OF THIS PAGE IS INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS]

If the terms and conditions of this Agreement are acceptable to you, please sign in the space indicated below and return the signed copy of this Agreement to us . Acceptance may also be effected by facsimile or scanned transmission and in counterpart.

We thank you for allowing us the opportunity to provide you with this Agreement.

Yours truly,

BRIDGING FINANCE INC., as lender

Per: /s/ Andrew Mushore

Name: Andrew Mushore

Title: Chief Compliance Officer

I have authority to bind the Corporation.

ACCEPTANCE

The undersigned hereby accepts this Agreement this __9__ day of September, 2016.

BIOAMBER INC., as Borrower

Per : /s/ Jean-François Huc

Name: Jean-François Huc

Title: CEO

I have authority to bind the Corporation.

BIOAMBER CANADA INC., as Guarantor

Per: /s/ Jean-François Huc

Name: Jean-François Huc

Title: President

I have authority to bind the Corporation.

Schedule A

Definitions

In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

(a)

“ Applicable Laws ” means, with respect to any person, property, transaction or event, all present or future statutes, regulations, rules, orders, codes, treaties, conventions, judgments, awards, determinations and decrees of any governmental, regulatory, fiscal or monetary body or court of competent jurisdiction, in each case, having the force of law in any applicable jurisdiction.

(b)

“ Applicable Securities Laws ” means all federal and state securities laws of the United States applicable to the Borrower, together with all the regulations and rules made and promulgated thereunder and all administrative policy statements, instruments, blanket orders and rulings, notices and administrative directions issued by the securities commission or equivalent regulatory authority in the United States;

(c)

“ Board ” means the board of directors of the Borrower.

(d)

“ Business Day ” means any day other than a Saturday or a Sunday or any other day on which banks are closed for business in Toronto, Ontario.

(e)

“ Cargill License ” means (i) that certain Commercial License Agreement in the field of succinic acid, dated April 15, 2010, as amended, initially entered into between Cargill, Inc., through its Bio Technology Development Center (“Cargill”) and BioAmber S.A.S., a French entity, and now being between Cargill and BioAmber International SARL as a result of a reorganization transaction completed in October 2011, and (ii) that certain Commercial License Agreement in the field of adipic acid, dated May 4, 2012, entered into between Cargill and the Borrower.

(f)

“ Collateral ” means any and all properties, rights and assets of Borrower and the Guarantors, including those described on Schedule C.

(g)

“ Credit Documents ” shall mean this Agreement, each Guarantee and all security agreements, hypothecs, mortgages and all other documents, instruments, certificates, and notices at any time delivered by any person (other than the Lender or its affiliates) in connection with any of the foregoing;

(h)

“ Encumbrances ” means any mortgage, Lien, pledge, assignment, charge, security interest, title retention agreement, hypothec, levy, execution, seizure, attachment, garnishment, right of distress or other claim in respect of property of any nature or kind whatsoever howsoever arising (whether consensual, statutory or arising by operation of law or otherwise) and includes arrangements known as sale and lease-back, sale and buy-back and sale with option to buy-back or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the PPSA or the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

(i)

“ Insolvency Proceeding ” is any proceeding by or against any person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

(j)

“ Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment, encumbrance, lien (statutory or otherwise), charge, title retention agreement or arrangement,

restrictive covenant or other encumbrance of any nature or any other arrangement or condition that in substance secures payment or performance of an obligation.

(k)

“ Material Adverse Change ” means any change, condition or event which, when considered individually or together with other changes, conditions, events or occurrences could reasonably be expected to have a Material Adverse Effect.

(l)

“ Material Adverse Effect ” means a material adverse effect on (i) the business, revenues, operations, assets, liabilities (contingent or otherwise), financial condition or prospects of the Borrower or any Operating Company; (ii) on the rights and remedies of the Lender under this Agreement and the Security; (iii) on the ability of the Borrower to perform its obligations under the Credit Documents; or (iv) on the Liens created by the Security Agreements.

(m)

“ Obligations ” are the Borrower’s and the Guarantors’ obligations to pay when due any debts, principal, interest, fees, expenses, prepayment penalties and other amounts such person owes the Lender now or later, whether under the Credit Documents or otherwise, and including interest accruing after Insolvency Proceedings begin, and debts, liabilities, or obligations of such person assigned to the Lender, and to perform the Borrower’s and the Guarantor’s duties under the Credit Documents.

(n)

“ Operating Companies ” means BioAmber International S.A.R.L., BioAmber Sarnia Inc., Sinoven Biopolymers Inc., BioAmber Canada Inc. and BioAmber USA LLC and “Operating Company” means any one of them.

(o)

“ Material Change ” has the meaning defined in the Applicable Securities Laws.

(p)

“ Permitted Encumbrances ” means any Encumbrance approved by the Lender including, without limitation, any Encumbrance listed on Schedule B hereto.

(q)

“ person ” includes a natural person, a partnership, a joint venture, a trust, a fund, an unincorporated organization, a company, a corporation, an association, a government or any department or agency thereof, and any other incorporated or unincorporated entity.

(r)

“ PPSA ” means the Personal Property Security Act (Ontario) as the same may be amended from time to time.

(s)

“ Public Record ” means the annual information forms, information circulars, material change reports, press releases, financial statements, management discussion and analysis, and other continuous disclosure documents filed or furnished by or on behalf of the Borrower, as applicable, with the NYSE and any applicable securities regulatory authority (including on EDGAR).

(t)

“ Statutory Encumbrances ” means any Encumbrances arising by operation of Applicable Laws, including, without limitation, for carriers, warehousemen, repairers', taxes, assessments, statutory obligations and government charges and levies for amounts not yet due and payable or which may be past due but which are being contested in good faith by appropriate proceedings (and as to which there are no other enforcement proceedings or they shall have been effectively stayed).

Words importing the singular include the plural thereof and vice versa and words importing gender include the masculine, feminine and neuter genders.

Schedule B

Permitted Encumbrances

“ Permitted Encumbrances ” are:

(a)	Liens existing on the date of this Agreement and shown in the Public Records;

(b)	Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its books;

(c)

purchase money Liens or capital leases (i) on equipment acquired or held by Borrower after the date of this Agreement which is incurred for financing the acquisition of the equipment securing no more than $500,000 in the aggregate amount outstanding, or (ii) existing on equipment when acquired prior to the date of this Agreement, if the Lien is confined to the property and improvements and the proceeds of the equipment;

(d)	Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

(e)

leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another person, in the ordinary course of such person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another person, in the ordinary course of such person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Lender a security interest therein; and

(f)	non-exclusive licenses of intellectual property granted to third parties in the ordinary course of business.

Schedule C

Collateral

The Collateral consists of all of Borrower’s and each Guarantor’s real and personal property of every kind and nature whether now owned or hereafter acquired by, or arising in favor of Borrower or any Guarantor, and regardless of where located, including, without limitation, all of Borrower’s and Guarantor’s right, title and interest in and to the following property:

1. All Goods, Accounts (including health-care receivables), Collateral Accounts, Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (including Intellectual Property), Commercial Tort Claims, Documents, Instruments (including any Promissory Notes), Chattel Paper (whether tangible or electronic), cash and Cash Equivalents, Fixtures, letters of credit, Letter of Credit Rights (whether or not the letter of credit is evidenced by a writing), Securities, and all other Investment Property, Supporting Obligations, and Financial Assets, whether now owned or hereafter acquired, wherever located, but excluding (a) the Cargill License, and (b) BioAmber International SARL’s ownership of BioAmber Sarnia Inc. (i) to the extent such ownership is pledged to Comerica Bank pursuant to that certain Loan Agreement between BioAmber Sarnia, Comerica Bank and the other parties thereto dated as of June 20, 2014, as such agreement may be amended, restated, supplemented or otherwise modified from time to time and (ii) for so long as the Second Amended and Restated Joint Venture Agreement dated February 15, 2016 by and among the Borrower, BioAmber International SARL, Mitsui & Co., Ltd. and BioAmber Sarnia Inc. is in effect; and

2. All real property interests (including leaseholds, mineral rights, timber, etc.); and

3. All Borrower’s Books relating to the foregoing, and all additions, attachments, accessories, accessions and improvements to any of the foregoing, and all substitutions, replacements or exchanges therefor, and all Proceeds, insurance claims, products, profits and other rights to payments not otherwise included in the foregoing; provided, that, the grant of security interest herein shall not extend to and the term "Collateral" shall not include (a) rights held under any license that prohibits the granting of a security interest or that is not assignable by its terms without the consent of the licensor thereof (in all cases only to the extent such restriction on assignment is enforceable under applicable law); and (b) equipment subject to liens permitted pursuant to Subsection (c) of the definition of Permitted Encumbrances where the agreements governing the capital lease obligations or purchase money Indebtedness related thereto prohibit such security interest, for so long as such prohibition exists .

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jean-François Huc, President and Chief Executive Officer of BioAmber Inc., certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016 of BioAmber 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 controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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;

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;

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

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.

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):

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

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: November 7, 2016

By:	/s/ Jean-François Huc
	Jean-François Huc
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Mario Saucier, Chief Financial Officer of BioAmber Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016 of BioAmber Inc.;

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: November 7, 2016

By:	/s/ Mario Saucier
	Mario Saucier
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BioAmber Inc. (the “Company”) for the period ended September 30, 2016, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), Jean-François Huc, as Chief Executive Officer of BioAmber Inc. (the “Company”), and Mario Saucier, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 7, 2016	By:	/s/ Jean-François Huc
		Jean-François Huc President and Chief Executive Officer (Principal Executive Officer)



Date: November 7, 2016	By:	/s/ Mario Saucier
		Mario Saucier Chief Financial Officer (Principal Financial and Accounting Officer)