Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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
March 10, 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
119,877,165(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
119,877,165(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,877,165(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
30.1%(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) 20,562,771 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 March 10, 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 March 10, 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 3,882,437 shares of Common Stock are issuable upon conversion of accrued and unpaid interest of $11.6 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 398,860,421 shares of Common Stock, which amount consists of (i) 366,251,614 shares of Common Stock issued and outstanding as of March 14, 2023 based on the Company’s prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended, on March 15, 2023, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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
119,877,732(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
119,877,732(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,877,732(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.1%(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) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 398,860,421 shares of Common Stock, which amount consists of (i) 366,251,614 shares of Common Stock issued and outstanding as of March 14, 2023 based on the Company’s prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on March 15, 2023, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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
121,219(1) | ||||
| 8 | SHARED VOTING POWER
123,473,548(2) | |||||
| 9 | SOLE DISPOSITIVE POWER
121,219(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
123,473,548(2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,594,767(3) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.0%(4) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (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 March 10, 2023. |
| (2) | Consists of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 March 10, 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 398,875,485 shares of Common Stock, which amount consists of (i) 366,251,614 shares of Common Stock issued and outstanding as of March 14, 2023 based on the Company’s prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on March 15, 2023, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 March 10, 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
119,877,732(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
119,877,732(1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,877,732(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.1%(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) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 398,860,421 shares of Common Stock, which amount consists of (i) 366,251,614 shares of Common Stock issued and outstanding as of March 14, 2023 based on the Company’s prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on March 15, 2023, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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
123,220,713(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
123,220,713(1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,220,713(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.9%(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) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 Ventures, LLC. 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 398,860,421 shares of Common Stock, which amount consists of (i) 366,251,614 shares of Common Stock issued and outstanding as of March 14, 2023 based on the Company’s prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on March 15, 2023, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 2023 and (iii) 12,046,036 shares of Common Stock issuable to FV upon exercise of the 2022 Warrants. |
This Amendment No. 6 (“Amendment No. 6”) 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 and Amendment No. 5 thereto filed on January 9, 2023 (collectively and as amended, the “Schedule 13D”), relating to the Common Stock. This Amendment No. 6 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. 6 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 March 10, 2023, the Company, certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Perrara Ventures, LLC (an affiliate of FV, “Perrara”), as lender, entered into a Loan and Security Agreement (the “2023 LSA”) to make available to the Company a secured term loan facility in an aggregate principal amount of up to $50 million, consisting of an initial advance of $15 million drawn by the Company on March 13, 2013. In connection with Perrara entering into the 2023 LSA, the Company agreed to amend the exercise price of the September 2022 Warrant from $3.91 per share of Common Stock to $1.30 per share of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is supplemented by the following:
March 2023 Financing and FV Warrant Amendment
On March 10, 2023, the Company, the Subsidiary Guarantors and Perrara, as lender, entered into the 2023 LSA to make available to the Company a secured term loan facility in an aggregate principal amount of up to $50 million (the “2023 Loan Facility”), consisting of an initial advance of $15 million drawn by the Company on March 13, 2013. The Company has the right under the 2023 LSA to request additional advances, subject to certain conditions precedent set forth in the 2023 LSA. The Company intends to use the net proceeds of any funds advanced under the 2023 Loan Facility for working capital and general corporate purposes.
The 2023 Loan Facility matures (the “Maturity Date”) on the earlier of June 8, 2023 and the closing of the transactions contemplated under the Company’s asset purchase agreement with Givaudan SA, dated as of February 21, 2023 (the “Closing Date”). Loans under the 2023 Loan Facility will accrue interest at a rate of 12% per annum. Interest is due on the first business day of each month beginning with the month after the initial funding of the loan.
The obligations under the 2023 Loan Facility 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, in each case subject to certain limitations and exceptions.
Prepayment of the outstanding amounts under the 2023 Loan Facility will be required upon the occurrence of either a change of control of the Company, as specified in the 2023 LSA, or upon the Closing Date. In addition, the Company may at its option prepay the outstanding principal amount of the loans under the 2023 Loan Facility before the Maturity Date without the incurrence of a prepayment fee.
The representations, covenants, and events of default in the 2023 LSA are customary for financing transactions of this nature. An additional 3% interest applies if the Company fails to pay the principal when due. The 2023 LSA includes customary affirmative and negative covenants and also contains financial covenants, including covenants related to minimum revenue, liquidity and asset coverage.
In connection with the transactions contemplated by the 2023 Loan Facility, the Company also agreed to amend the exercise price of the September 2022 Warrant from $3.91 per share of Common Stock to $1.30 per share of Common Stock (the “FV Warrant Amendment”), which represents the trailing 15-day volume-weighted average price of the Common Stock on the Nasdaq Global Select Market as of, and including, March 9, 2023.
The foregoing description of the 2023 LSA and the FV Warrant Amendment is a summary and is qualified in its entirety by reference to the 2023 LSA and the FV Warrant Amendment, which are filed hereto as Exhibit HH and Exhibit II, 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 398,860,421 shares of Common Stock, which amount consists of (i) 366,251,614 shares of Common Stock issued and outstanding as of March 14, 2023 based on the Company’s prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on March 15, 2023, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 398,875,485 shares of Common Stock, which amount consists of (i) 366,251,614 shares of Common Stock issued and outstanding as of March 14, 2023 based on the Company’s prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on March 15, 2023, (ii) 20,562,771 shares of Common Stock issuable to FV upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 March 10, 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 |
119,877,165 | 30.1 | % | 119,877,165 | 0 | 119,877,165 | 0 | |||||||||||||||||
| VVT |
119,877,732 | 30.1 | % | 119,877,732 | 0 | 119,877,732 | 0 | |||||||||||||||||
| John Doerr |
123,594,767 | 31.0 | % | 121,219 | 123,473,548 | 121,219 | 123,473,548 | |||||||||||||||||
| Ann Doerr |
119,877,732 | 30.1 | % | 0 | 119,877,732 | 0 | 119,877,732 | |||||||||||||||||
| Barbara Hager |
123,220,713 | 30.9 | % | 123,220,713 | 0 | 123,220,713 | 0 | |||||||||||||||||
The securities reported herein consist of (i) 87,268,358 shares of Common Stock currently outstanding and held by FV, (ii) 20,562,771 shares of Common Stock issuable upon conversion of the 2019 Convertible Note, including accrued and unpaid interest as of March 10, 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 March 10, 2023.
As of March 10, 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 3,882,437 shares of Common Stock are issuable upon conversion of accrued and unpaid interest of $11.6 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 | |
| HH | Loan and Security Agreement, dated March ;10, 2023, by and among the Company, the Subsidiary Guarantors and Perrara Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 14, 2023) | |
| II | Amendment to Warrant to Purchase Shares of Common Stock, dated March 10, 2023, by and between the Company and Foris Ventures, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 14, 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: March 17, 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 | |