Item 3.02. Unregistered Sales of Equity Securities
As previously reported, on August 11, 2021 Amyris, Inc. (the “Company”) entered into (i) a Share Purchase Agreement (the “MGE Purchase Agreement”) with MG Empower Ltd. (“MG Empower”) and the securityholders of MG Empower (the “MGE Selling Stockholders”); (ii) an Agreement and Plan of Merger and Reorganization (the “Olika Merger Agreement”) with OLIKA Inc. (“Olika”), and the other parties thereto (the selling stockholders of Olika receiving consideration pursuant to the Olika Merger Agreement, the “Olika Selling Stockholders”); and (iii) a Note Purchase Agreement (the “Olika Note Purchase Agreement”) with Olika and the selling stockholders party thereto (the “Olika Noteholders”). Furthermore, on August 31, 2021, the Company entered into (i) a Share Purchase Agreement (the “BL Purchase Agreement”) with Beauty Labs International Limited (“Beauty Labs”) and the shareholders and warrant holders of Beauty Labs as set forth therein (the “BL Stockholders”) and (ii) Option Cancellation Agreements (the “BL Option Cancellation Agreements” and, together with the MGE Purchase Agreement, the Olika Merger Agreement, the Olika Note Purchase Agreement and the BL Purchase Agreement, collectively the “Purchase Agreements”) with Beauty Labs and the option holders of Beauty Labs as set forth therein (the “BL Option Holders” and, together with the BL Stockholders, collectively the “BL Selling Stockholders”).
Closing Consideration
Subject to the terms and conditions of the respective Purchase Agreements, (i) on August 11, 2021, the Company issued (a) 503,081 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) to the MGE Selling Stockholders as consideration for the acquisition of the outstanding shares of MG Empower, and (b) 982,898 shares of Common Stock to the Olika Selling Stockholders and the Olika Noteholders as consideration for the acquisition of Olika and the purchase of outstanding notes from the Olika Noteholders, respectively; and (ii) on September 1, 2021, the Company issued 2,094,500 shares of Common Stock (the “BL Securities”) to the BL Selling Stockholders as consideration for the acquisition of the outstanding shares of Beauty Labs and the cancellation of outstanding Beauty Labs warrants and stock options, respectively.
Potential Future Consideration
The actual number of shares that will be issued under the Purchase Agreements pursuant to certain purchase price adjustment, deferred payment and earnout provisions, as applicable, will depend on (i) the amount of any such purchase price adjustment, (ii) the extent of fulfillment of the applicable earnout targets, (iii) the share issuance price at the time of any such payment, and (iv) whether there are any offsetting indemnification claims or other applicable offsets. In certain cases, the Company in its discretion may elect to pay any such purchase price adjustment, deferred payment and/or earnout payments either in cash or Common Stock, including in the event that any issuance of Common Stock in respect of any such payments would require the Company to obtain shareholder approval pursuant to Nasdaq Listing Rule 5635(d).
The shares issued or to be issued pursuant to the respective Purchase Agreements were issued in private placements pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated under the Securities Act (“Regulation D”), without general solicitation, made only to and with “accredited investors” as defined in Regulation D, or under Regulation S promulgated under the Securities Act (“Regulation S”), made only to and with recipients of such shares that are not “U.S. Persons” as defined in Regulation S.