Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | AMRS | Common Stock | Award | $20M | +13.3M | +18.03% | $1.50 | 87.3M | Dec 30, 2022 | By Foris Ventures, LLC | F1, F2, F3 |
holding | AMRS | Common Stock | 4.53K | Aug 14, 2020 | By KPCB XII Founders Fund, LLC | F4 | |||||
holding | AMRS | Common Stock | 248K | Aug 14, 2020 | By Kleiner Perkins Caufield & Byers XII, LLC | F5 | |||||
holding | AMRS | Common Stock | 3.33M | Aug 14, 2020 | By Perrara Ventures, LLC | F6 | |||||
holding | AMRS | Common Stock | 9.65K | Aug 14, 2020 | By Clarus, LLC | F7 | |||||
holding | AMRS | Common Stock | 567 | Aug 14, 2020 | By The Vallejo Ventures Trust U/T/A 2/12/96 | F8 | |||||
holding | AMRS | Common Stock | 106K | Aug 14, 2020 | Direct |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | AMRS | 6% Convertible Note due 2023 | Purchase | $50M | $50M | Aug 14, 2020 | Common Stock | $50M | $3.00 | By Foris Ventures, LLC | F2, F3, F9 | |||
transaction | AMRS | Warrant (Right to Buy) | Award | +10M | 10M | Dec 30, 2022 | Common Stock | 10M | $1.80 | By Foris Ventures, LLC | F1, F2, F3, F10 |
Id | Content |
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F1 | On December 29, 2022, the Issuer entered into a security purchase agreement with Foris Ventures, LLC ("FV"), pursuant to which the Issuer issued and sold to FV in a private placement (i) 13,333,334 shares of the Issuer's common stock (the "Common Stock") and (ii) a warrant to purchase up to 10,000,000 shares of Common Stock, for an aggregate purchase price of $20,000,000. |
F2 | L. John Doerr ("John Doerr") indirectly holds all of the membership interests in FV. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
F3 | Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of the shares held by FV. 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 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 reported securities. Each of John Doerr, Ann Doerr and Barbara Hager disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. FV and VVT are represented on the Issuer's board of directors by John Doerr. Accordingly, each of the Reporting Persons is deemed to be a director by deputization. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
F4 | The Managing Member of KPCB XII Founders Fund, LLC is KPCB XII Associates, LLC, of which John Doerr is the managing member. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. |
F5 | The Managing Member of Kleiner Perkins Caufield & Byers XII, LLC is KPCB XII Associates, LLC, of which John Doerr is the managing member. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. |
F6 | John Doerr indirectly holds all of the membership interests in Perrara Ventures, LLC. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
F7 | John Doerr and Ann Doerr are the trustees of VVT, which is the member of Clarus, LLC. Barbara Hager is the special trustee of VVT and manager of FV. By virtue of these relationships, John Doerr, Ann Doerr and Barbara Hager may be deemed to have the power to vote and dispose of shares held by Clarus, LLC. Each of John Doerr, Ann Doerr and Barbara Hager disclaims beneficial ownership of the shares held by Clarus, LLC except to the extent of their pecuniary interest therein, if any. |
F8 | John Doerr and Ann Doerr are the trustees of VVT. Barbara Hager is the special trustee of VVT and manager of FV. By virtue of these relationships, John Doerr, Ann Doerr and Barbara Hager may be deemed to have the power to vote and dispose of shares held by VVT. Each of John Doerr, Ann Doerr and Barbara Hager disclaims beneficial ownership of the shares held by VVT except to the extent of their pecuniary interest therein, if any. |
F9 | On October 28, 2019, the Issuer, FV, as lender, and the other parties thereto entered into that certain Amended and Restated Loan and Security Agreement (the "LSA"), pursuant to which the Issuer issued certain indebtedness to FV. On June 1, 2020, the parties to the LSA entered into Amendment No. 1 thereto, pursuant to which the Issuer granted FV the right to convert, at its option, all or any portion of the indebtedness outstanding under the LSA (the "2019 Convertible Note"), including accrued and unpaid interest, into shares of Common Stock, subject to stockholder approval, which was granted on August 14, 2020. As of January 4, 2023, 16,680,334 shares of Common Stock are issuable upon conversion of the 2019 Convertible Note in respect of an outstanding principal amount of $50 million and 3,701,734 shares of Common Stock are issuable upon conversion of accrued and unpaid interest of $11.1 million, reflecting a fixed conversion price of $3.00 per share of Common Stock. |
F10 | The warrant is exercisable at a price of $1.80 per full share of Common Stock at any time after the date of issuance for a period of five years. |