Amyris, inc. and naxyris amend and restate the original naxyris loan and security agreement
As previously reported, amyris, inc. (the “company”) and certain of the company’s subsidiaries (the “subsidiary guarantors”) are party to a loan and security agreement, dated august 14, 2019 (the “original naxyris lsa”), by and among the company, the subsidiary guarantors and, as lender, naxyris s.a. (“naxyris”), an existing stockholder of the company and an investment vehicle owned by naxos capital partners sca sicar, which is affiliated with naxos s.a.r.l. (switzerland), for which director carole piwnica serves as director, pursuant to which naxyris made available to the company a secured term loan facility in an aggregate principal amount of up to $10,435,000 (the “initial naxyris loan facility”), which the company borrowed in full on august 14, 2019. the entry into and provisions of the original naxyris lsa and related matters were previously reported in a current report on form 8-k filed by the company with the securities and exchange commission (the “sec”) on august 20, 2019, and all of such disclosure is incorporated herein by reference. on october 28, 2019, the company, the subsidiary guarantors and naxyris amended and restated the original naxyris lsa (as amended and restated, the “a&r naxyris lsa”) to, among other things, make available to the company an additional secured term loan facility in an aggregate principal amount of up to $10,435,000 (the “additional naxyris loan facility” and, together with the initial naxyris loan facility, the “naxyris loan facilities”), which the company borrowed in full on october 29, 2019. in connection with the funding of the naxyris loan facilities, the company paid naxyris upfront fees in an aggregate amount of $0.9 million. loans under the naxyris loan facilities have a maturity date of july 1, 2022 (the “maturity date”) and will accrue interest at a rate per annum equal to the greater of (i) 12% or (ii) the rate of interest payable with respect to any indebtedness of the company plus 25 basis points, which interest will be payable monthly in arrears, provided that all interest accruing from and after august 14, 2019 through december 1, 2019 shall be first due and payable on december 15, 2019. the obligations of the company under the naxyris loan facilities are (i) guaranteed by the subsidiary guarantors and (ii) secured by a perfected security interest in substantially all of the assets of the company and the subsidiary guarantors (the “collateral”), junior in payment priority to foris ventures, llc (“foris”) subject to certain limitations and exceptions, as well as the terms of the a&r intercreditor agreement. mandatory prepayments of the outstanding amounts under the naxyris loan facilities will be required upon the occurrence of certain events, including asset sales, a change in control, and the incurrence of additional indebtedness, subject to certain exceptions and reinvestment rights. outstanding amounts under the naxyris loan facilities must also be prepaid to the extent that the borrowing base (as defined in the a&r naxyris lsa) exceeds the outstanding principal amount of the loans under the naxyris loan facilities. in addition, the company may at its option prepay the outstanding principal amount of the loans under the naxyris loan facilities in full before the maturity date. any prepayment of the loans under the naxyris loan facilities prior to the maturity date, whether pursuant to a mandatory or optional prepayment, is subject to a prepayment charge and upon any repayment of the loans under the naxyris loan facilities, whether on the maturity date or earlier pursuant to an optional or mandatory prepayment, the company is required to pay other end of term fees based on a percentage of the aggregate amount borrowed.
