Sec Form 13D Filing - Foris Ventures LLC @ AMYRIS INC.

Sec Form 13D Filing - Foris Ventures LLC filing for AMYRIS INC. (AMRS) - 2023-01-09

Insider filing report for Changes in Beneficial Ownership

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

AMYRIS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03236M200

(CUSIP Number)

Barbara Hager

c/o Foris Ventures, LLC

751 Laurel Street #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

December 30, 2022

(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

(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) 20,395,968 shares of Common Stock issuable to FV upon conversion of the total amount of indebtedness outstanding (the “2019 Convertible Note”), including accrued and unpaid interest as of January 9, 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 January 9, 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 $50.0 million and 3,715,634 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. Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of these securities. The 2019 Convertible Note bears interest at 6.0% per annum; interest is not payable until the maturity date of July 1, 2023. 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 357,630,407 shares of Common Stock, which amount consists of (i) 325,188,403 shares of Common Stock issued and outstanding as of November 7, 2022 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, (ii) 20,395,968 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of January 9, 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

(1)

(2)


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

(1)	Consists of (i) 106,155 shares of Common Stock held by John Doerr and (ii) 15,064 shares of Common Stock issuable to John Doerr upon exercise of options within 60 days of January 9, 2023.

(2)

Consists of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 20,395,968 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of January 9, 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. 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 Ventures, LLC. 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) 20,395,968 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of January 9, 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 Ventures, LLC, (ix) 106,155 shares of Common Stock held by John Doerr, and (x) 15,064 shares of Common Stock issuable to Mr. Doerr upon exercise of options within 60 days of January 9, 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 Ventures, LLC. 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 357,645,471 shares of Common Stock, which amount consists of (i) 325,188,403 shares of Common Stock issued and outstanding as of November 7, 2022 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, (ii) 20,395,968 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of January 9, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants and (iv) 15,064 shares of Common Stock issuable to John Doerr upon the exercise of stock options exercisable for Common Stock within 60 days of January 9, 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

(1)

(2)


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

(1)

(2)

This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D amends the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 30, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1 (“Amendment No. 1”) thereto filed on August 28, 2018, Amendment No. 2 (“Amendment No. 2”) thereto filed on July 18, 2019, Amendment No. 3 (“Amendment No. 3”) thereto filed on September 8, 2022 and Amendment No. 4 thereto filed on September 15, 2022 (together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”), relating to the Common Stock. This Amendment No. 5 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. 5 does not modify any of the information previously reported in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is supplemented by the following:

On December 29, 2022, the Company and FV entered into a security purchase agreement (the “2022 SPA”), pursuant to which the Company agreed to issue and sell to FV, in a private placement, (i) 13,333,334 shares of Common Stock, and (ii) the December 2022 Warrant, for an aggregate purchase price of $20,000,000 (the “PIPE Transaction”). The December 2022 Warrant is exercisable at a price of $1.80 per share, with an exercise term of five years from the date of issuance.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is supplemented by the following:

December 2022 PIPE

On December 29, 2022, the Company and FV entered into the 2022 SPA, pursuant to which the Company agreed to issue and sell to FV, in a private placement, (i) 13,333,334 shares of Common Stock, and (ii) the December 2022 Warrant, for an aggregate purchase price of $20,000,000. The December 2022 Warrant is exercisable at a price of $1.80 per share, with an exercise term of five years from the date of issuance. The PIPE Transaction closed on December 30, 2022. The Company intends to use the net proceeds for general corporate purposes.

The foregoing description of the 2022 SPA and the December 2022 Warrant is a summary and is qualified in its entirety by reference to the 2022 SPA and the December 2022 Warrant, which are filed hereto as Exhibit FF and Exhibit GG, respectively, and are incorporated herein by reference.

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 357,630,407 shares of Common Stock, which amount consists of (i) 325,188,403 shares of Common Stock issued and outstanding as of November 7, 2022 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, (ii) 20,395,968 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of January 9, 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 357,645,471 shares of Common Stock, which amount consists of (i) 325,188,403 shares of Common Stock issued and outstanding as of November 7, 2022 based on the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, (ii) 20,395,968 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of January 9, 2023, (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants and (iv) 15,064 shares of Common Stock issuable to John Doerr upon the exercise of stock options exercisable for Common Stock within 60 days of January 9, 2023.

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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		119,710,362		33.5	%		119,710,362		0		119,710,362		0
VVT		119,710,929		33.5	%		119,710,929		0		119,710,929		0
John Doerr		123,427,964		34.5	%		121,219		123,306,745		121,219		123,306,745
Ann Doerr		119,710,929		33.5	%		0		119,710,929		0		119,710,929
Barbara Hager		123,053,910		34.4	%		123,053,910		0		123,053,910		0

The securities reported herein consist of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 20,395,968 shares of Common Stock issuable upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of January 9, 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) 106,155 shares of Common Stock held by John Doerr, and (x) 15,064 shares of Common Stock issuable to John Doerr upon exercise of options within 60 days of January 9, 2023.

As of January 9, 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 $50.0 million and 3,715,634 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. Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of these securities. The 2019 Convertible Note bears interest at 6.0% per annum; interest is not payable until the maturity date of July 1, 2023.

(c)

Except as set forth in Item 4 above, the Reporting Persons have not effected any transaction in the Common Stock during the past 60 days.

(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 3, 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

FF		Security Purchase Agreement dated December 29, 2022, by and between the Company and Foris Ventures, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 29, 2022)

GG		Common Stock Purchase Warrant issued on December 30, 2022 by the Company to Foris Ventures, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 29, 2022)

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: January 9, 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

119,710,362(1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

119,710,362(1)

SHARED DISPOSITIVE POWER

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