UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
AMYRIS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03236M200
(CUSIP Number)
Barbara Hager
c/o Foris Ventures, LLC
1180 San Carlos Avenue, #717
San Carlos, CA 94070
650-384-0240
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
COPY TO:
Jon M. Novotny, Esq.
c/o Goodwin Procter LLP
Three Embarcadero Center
San Francisco, CA 94111
(415) 733-6000
September 13, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSON
Foris Ventures, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
122,034,555(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
122,034,555(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,034,555(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
30.2%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Consists of (i) 87,268,358 shares of common stock, par value $0.0001 per share (“Common Stock”), of Amyris, Inc. (the “Company”) currently outstanding and held by Foris Ventures, LLC (“FV”), (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the total amount of indebtedness outstanding, including accrued and unpaid interest as well as penalties as of September 13, 2023, under that certain Amended and Restated Loan and Security Agreement, dated as of October 28, 2019 (as it may be further amended, restated or otherwise modified, the “2019 LSA”), by and among the Company, FV, as lender, and the other parties thereto; (iii) 2,046,036 shares of Common Stock issuable to FV upon exercise of a warrant issued to FV on September 13, 2022 (the “September 2022 Warrant”) in connection with that certain Loan and Security Agreement, dated as of September 13, 2022 (as it may be amended, restated or otherwise modified, the “2022 LSA”), by and among the Company, FV, as lender, and the other parties thereto; and (iv) 10,000,000 shares of Common Stock issuable to FV upon exercise of a warrant issued to FV on December 30, 2022 (the “December 2022 Warrant” and together with the September 2022 Warrant, collectively the “2022 Warrants”). As of September 13, 2023, 16,680,334 shares of Common Stock are issuable upon conversion of the indebtedness outstanding under the 2019 LSA in respect of an outstanding principal amount of $50.0 million and 6,039,827 shares of Common Stock are issuable upon conversion of accrued and unpaid interest as well as penalties of $18.1 million, reflecting a fixed conversion price of $3.00 per share of Common Stock. Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of these securities. The 2019 LSA bears interest at 6.0% per annum, subject to certain default interest provisions in the event of a default under the 2019 LSA. The Company’s filing of the Chapter 11 Cases (as defined below) was an event of default under the 2019 LSA which automatically accelerated the payment date of unpaid principal and interest as well as applying certain penalties, including adding an amount equal to 6.0% of the past due amount and increasing the interest rate to 12.0%, compounded daily. The Vallejo Ventures Trust U/T/A 2/12/96 (“VVT”), the member of FV, may be deemed to have sole power to vote and dispose of these securities, and L. John Doerr (“John Doerr”) and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of these securities. |
| (2) | The percentage calculation is based on a total of 404,151,811 shares of Common Stock, which amount consists of (i) 369,385,614 shares of Common Stock issued and outstanding as of May 5, 2023 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2023, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023 and (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants. |
| 1 |
NAME OF REPORTING PERSON
The Vallejo Ventures Trust U/T/A 2/12/96 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
122,035,122(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
122,035,122(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,035,122(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.2%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Consists of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants and (iv) 567 shares of Common Stock held directly by VVT. VVT, the member of FV, may be deemed to have sole power to vote and dispose of these securities, and John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of the securities held by FV and VVT. |
| (2) | The percentage calculation is based on a total of 404,151,811 shares of Common Stock, which amount consists of (i) 369,385,614 shares of Common Stock issued and outstanding as of May 5, 2023 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023 and (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants. |
| 1 |
NAME OF REPORTING PERSON
L. John Doerr | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
60,711(1) | ||||
| 8 | SHARED VOTING POWER
125,630,938(2) | |||||
| 9 | SOLE DISPOSITIVE POWER
60,711(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
125,630,938(2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,691,649(3) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.1%(4) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of (i) 46,047 shares of Common Stock held by John Doerr, and (ii) 14,664 shares of Common Stock issuable to John Doerr upon exercise of options within 60 days of September 13, 2023. |
| (2) | Consists of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants, (iv) 567 shares of Common Stock held by VVT, (v) 9,648 shares of Common Stock held by Clarus, LLC, (vi) 248,304 shares of Common Stock held by Kleiner Perkins Caufield & Byers XII, LLC, (vii) 4,531 shares of Common Stock held by KPCB XII Founders Fund, LLC, and (viii) 3,333,333 shares of Common Stock held by Perrara Ventures, LLC (“Perrara”). John Doerr is a trustee of VVT, which is the member of FV and Clarus, LLC. Mr. Doerr may be deemed to have shared power to vote and dispose of shares beneficially owned by FV, VVT and Clarus, LLC. The Managing Member of Kleiner Perkins Caufield & Byers XII, LLC is KPCB XII Associates, LLC, of which Mr. Doerr is the managing member. The Managing Member of KPCB XII Founders Fund, LLC is KPCB XII Associates, LLC, of which Mr. Doerr is the managing member. Mr. Doerr indirectly holds all of the membership interests in Perrara. Mr. Doerr disclaims beneficial ownership of all securities held by entities affiliated with him except to the extent of his pecuniary interest therein. |
| (3) | Consists of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants, (iv) 567 shares of Common Stock held by VVT, (v) 9,648 shares of Common Stock held by Clarus, LLC, (vi) 248,304 shares of Common Stock held by Kleiner Perkins Caufield & Byers XII, LLC, (vii) 4,531 shares of Common Stock held by KPCB XII Founders Fund, LLC, (viii) 3,333,333 shares of Common Stock held by Perrara, (ix) 46,047 shares of Common Stock held by John Doerr, and (x) 14,664 shares of Common Stock issuable to Mr. Doerr upon exercise of options within 60 days of September 13, 2023. John Doerr is a trustee of VVT, which is the member of FV and Clarus, LLC. Mr. Doerr may be deemed to have shared power to vote and dispose of shares beneficially owned by FV, VVT and Clarus, LLC. The Managing Member of Kleiner Perkins Caufield & Byers XII, LLC is KPCB XII Associates, LLC, of which Mr. Doerr is the managing member. The Managing Member of KPCB XII Founders Fund, LLC is KPCB XII Associates, LLC, of which Mr. Doerr is the managing member. Mr. Doerr indirectly holds all of the membership interests in Perrara. Mr. Doerr disclaims beneficial ownership of all securities held by entities affiliated with him except to the extent of his pecuniary interest therein. |
| (4) | The percentage calculation is based on a total of 404,166,475 shares of Common Stock, which amount consists of (i) 369,385,614 shares of Common Stock issued and outstanding as of May 5, 2023 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants, and (iv) 14,664 shares of Common Stock issuable to John Doerr upon the exercise of stock options exercisable for Common Stock within 60 days of September 13, 2023. |
| 1 |
NAME OF REPORTING PERSON
Ann Doerr | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
122,035,122(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
122,035,122(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,035,122(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.2%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants and (iv) 567 shares of Common Stock held directly by VVT. VVT, the member of FV, may be deemed to have sole power to vote and dispose of these securities, and John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of the securities held by FV and VVT. |
| (2) | The percentage calculation is based on a total of 404,151,811 shares of Common Stock, which amount consists of (i) 369,385,614 shares of Common Stock issued and outstanding as of May 5, 2023 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023 and (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants. |
| 1 |
NAME OF REPORTING PERSON
Barbara Hager | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
125,378,103(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
125,378,103(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,378,103(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.0%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants, (iv) 567 shares of Common Stock held directly by VVT, (v) 9,648 shares of Common Stock held by Clarus, LLC, and (vi) 3,333,333 shares of Common Stock held by Perrara. Barbara Hager, the manager of FV and Clarus, LLC, may be deemed to have sole power to vote and dispose of these securities. VVT, the member of FV, may be deemed to have sole power to vote and dispose of these securities, and John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of the securities held by FV and VVT. |
| (2) | The percentage calculation is based on a total of 404,151,811 shares of Common Stock, which amount consists of (i) 369,385,614 shares of Common Stock issued and outstanding as of May 5, 2023 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023 and (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants. |
This Amendment No. 12 (“Amendment No. 12”) to Schedule 13D amends the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 30, 2017, as amended by Amendment No. 1 thereto filed on August 28, 2018, Amendment No. 2 thereto filed on July 18, 2019, Amendment No. 3 thereto filed on September 8, 2022, Amendment No. 4 thereto filed on September 15, 2022, Amendment No. 5 thereto filed on January 9, 2023, Amendment No. 6 thereto filed on March 17, 2023, Amendment No. 7 thereto filed on May 24, 2023, Amendment No. 8 thereto filed on June 9, 2023, Amendment No. 9 thereto filed on June 30, 2023, Amendment No. 10 thereto filed on August 3, 2023 and Amendment No. 11 thereto filed on August 10, 2023 (collectively and as amended, the “Schedule 13D”), relating to the Common Stock. This Amendment No. 12 is being filed by Foris Ventures, LLC, Vallejo Ventures Trust, L. John Doerr, Ann Doerr, and Barbara Hager (collectively, the “Reporting Persons”).
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is supplemented by the following:
On September 13, 2023, the Company, Amyris Clean Beauty, Inc., and Aprinnova, LLC (collectively, the “Borrowers”), and certain other subsidiaries of the Company (the “Guarantors”) entered into an amendment (the “Amendment No. 1”) to that certain Senior Secured Super Priority Debtor In Possession Loan Agreement (the “DIP Credit Agreement”), dated as of September 13, 2023, by and among the Borrowers, Guarantors, each lender from time to time party to the DIP Credit Agreement and Euagore, LLC (an affiliate of Foris Ventures, LLC), in its capacity as administrative agent (the “Administrative Agent”). Pursuant to Amendment No. 1, the parties agreed, among other matters, to extend the Plan Support Deadline by fourteen calendar days from September 13, 2023 to September 27, 2023. In connection with Amendment No. 1, the Administrative Agent delivered the Consumer Brands Sale Toggle Event Notice, electing to require the Company to initiate a process to market and sell the Company’s Consumer Brand Business. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given to them in the Amendment No. 1.
On September 19, 2023, the U.S. Bankruptcy Court for the District of Delaware entered a Second Interim DIP Order relating to the debtor-in-possession financing in the form of the DIP Credit Agreement (as amended by Amendment No. 1) to continue funding the operations of the Company. The Company expects a final hearing to take place on or about October 4, 2023 to consider entry of the Final DIP Order.
The foregoing does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1 that is incorporated herein by reference to Exhibit PP.
General
On August 9, 2023 (the “Petition Date”), the Company and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter 11 cases for the Company Parties (the “Chapter 11 Cases”). On the Petition Date, the Company Parties filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption “In re: Amyris, et al.”
The Reporting Persons acquired the securities described in this Schedule for investment purposes and they intend to review their investments in the Company on a continuing basis. In addition, the Reporting Persons intend to participate in the management of the Company through representation on the Company’s board of directors (the “Board”). L. John Doerr and Ryan Panchadsaram, a partner at Foris Ventures, serve as members of the Board. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Company’s business, financial condition, operations and prospects, including with respect to the Chapter 11 Cases; price levels of the Company’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons have been in discussion with members of the Company’s management and Board in connection with the Chapter 11 Cases and other strategic alternatives and may continue to be in contact with members of the Company’s management, members of the Board, shareholders, advisors and other relevant parties regarding any alternatives that the Company could employ in the Chapter 11 Cases or otherwise. The Reporting Persons may take positions with respect to potential changes in the operations, management, Board composition, ownership, capital structure, strategy and future plans of the Company. In addition to its role with respect to the DIP Credit Agreement, the Reporting Persons may consider participating in transactions that are part of the Chapter 11 Cases, including as part of the Company’s reorganization efforts and/or sales of significant Company assets. The Reporting Persons may also, at any time and from time to time, acquire additional securities of the Company, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition to the items described above in this Item 4, the Reporting Persons may take one or more other actions that relate to or would result in any other matter referenced in items (a) through (j) of Item 4 of Schedule 13D, alone or with others, including other shareholders or creditors of the Company or other appropriate parties, although the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b)
The following sets forth, as of the date of this statement, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on a total of 404,151,811 shares of Common Stock, which amount consists of (i) 369,385,614 shares of Common Stock issued and outstanding as of May 5, 2023 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023 and (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants.
For the purposes of calculating John Doerr’s beneficial ownership only, the percent of class set forth below is based on a total of 404,166,475 based on the Company’s shares of Common Stock, which amount consists of (i) 369,385,614 shares of Common Stock issued and outstanding as of May 5, 2023 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, (ii) 22,720,161 shares of Common Stock issuable to FV upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants, and (iv) 14,664 shares of Common Stock issuable to John Doerr upon the exercise of stock options exercisable for Common Stock within 60 days of September 13, 2023.
| Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
| FV |
122,034,555 | 30.2 | % | 122,034,555 | 0 | 122,034,555 | 0 | |||||||||||||||||
| VVT |
122,035,122 | 30.2 | % | 122,035,122 | 0 | 122,035,122 | 0 | |||||||||||||||||
| John Doerr |
125,691,649 | 31.1 | % | 60,711 | 125,630,938 | 60,711 | 125,630,938 | |||||||||||||||||
| Ann Doerr |
122,035,122 | 30.2 | % | 0 | 122,035,122 | 0 | 122,035,122 | |||||||||||||||||
| Barbara Hager |
125,378,103 | 31.0 | % | 125,378,103 | 0 | 125,378,103 | 0 | |||||||||||||||||
The securities reported herein consist of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 22,720,161 shares of Common Stock issuable upon conversion of the indebtedness outstanding under the 2019 LSA, including accrued and unpaid interest as well as penalties as of September 13, 2023, (iii) 12,046,036
shares of Common Stock issuable to FV upon exercise of the 2022 Warrants, (iv) 567 shares of Common Stock held by VVT, (v) 9,648 shares of Common Stock held by Clarus, LLC, (vi) 248,304 shares of Common Stock held by Kleiner Perkins Caufield & Byers XII, LLC and (vii) 4,531 shares of Common Stock held by KPCB XII Founders Fund, LLC, (viii) 3,333,333 shares of Common Stock held by Perrara, (ix) 46,047 shares of Common Stock held by John Doerr, and (x) 14,664 shares of Common Stock issuable to John Doerr upon exercise of options within 60 days of September 13, 2023.
As of September 13, 2023, 16,680,334 shares of Common Stock are issuable upon conversion of the indebtedness outstanding under the 2019 LSA in respect of an outstanding principal amount of $50.0 million and 6,039,827 shares of Common Stock are issuable upon conversion of accrued and unpaid interest as well as penalties of $18.1 million, reflecting a fixed conversion price of $3.00 per share of Common Stock. Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of these securities. The 2019 LSA bears interest at 6.0% per annum, subject to certain default interest provisions in the event of a default under the 2019 LSA. The Company’s filing of the Chapter 11 Cases was an event of default under the 2019 LSA which automatically accelerated the payment date of unpaid principal and interest as well as applying certain penalties, including adding an amount equal to 6.0% of the past due amount and increasing the interest rate to 12.0%, compounded daily.
| (c) | On August 21, 2023, Mr. Doerr agreed with the Company to forfeit 80,000 restricted stock units for no consideration. |
Other than as set forth in this Item 5, the Reporting Persons have not effected any transaction in the Common Stock since Amendment No. 11 was filed on August 10, 2023.
| (d) | Except as set forth in Item 4 above, no person is known to have the right to receive dividends from, or the proceeds from, the sale of shares identified pursuant to Item 1. |
| (e) | Not applicable. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth under Items 4 and 5 and the agreements set forth on the Exhibit attached hereto are incorporated herein by reference. Other than as described herein and in the Schedule 13D, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between each Reporting Person and any person, with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby supplemented as follows:
| Exhibit | Description | |
| PP | Amendment No. 1 to Senior Secured Super Priority Debtor In Possession Loan Agreement, dated as of September 13, 2023, by and among the Borrowers, the Guarantors and Euagore, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2023) | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 20, 2023
| FORIS VENTURES, LLC | ||
| By: | /s/ Barbara Hager | |
| Name: | Barbara Hager | |
| Title: | Manager | |
| VALLEJO VENTURES TRUST | ||
| By: | /s/ Barbara Hager | |
| Name: | Barbara Hager | |
| Title: | Special Trustee | |
| L. JOHN DOERR | ||
| By: | /s/ L. John Doerr, by Barbara Hager as his attorney in fact | |
| ANN DOERR | ||
| By: | /s/ Ann Howland Doerr, by Barbara Hager as her attorney in fact | |
| BARBARA HAGER | ||
| By: | /s/ Barbara Hager | |