Amended Current Report Filing (8-k/a)
February 18 2016 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 18, 2016 (December 28, 2015)
Date of report (Date of earliest event reported)
SOLAZYME,
INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35189 |
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33-1077078 |
(State or Other Jurisdiction of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer Identification Number) |
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225 Gateway Boulevard
South San Francisco, CA 94080 |
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94080 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(650) 780-4777
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities
As previously disclosed in a Current Report on Form 8-K filed by Solazyme, Inc. (the Company) on December 28, 2015, the Company entered into a
warrant exchange agreement (the Exchange Agreement) with Archer-Daniels-Midland Company (the Holder), pursuant to which such Holder agreed to exchange (the Exchange) certain warrants for shares of the
Companys common stock, par value $0.001 per share (the Common Stock), with the settlement of the second tranche of shares covered by the Exchange expected to occur on February 18, 2016 (the February Issuance). On
February 17, 2016 the Company and the Holder amended the Exchange Agreement (the Amended Exchange Agreement) to provide that the Companys Exchange consideration for the February Issuance portion (the Amended
Exchange) would instead be (x) $1.25 million paid to the Holder in cash no later than February 19, 2016, and (y) the issuance of a number of shares of Common Stock (expected to occur on April 1, 2016) equal to $1.25 million
divided by the average daily closing share price of the Companys Common Stock over the five consecutive trading days ending on the trading day prior to April 1, 2016. The Company may choose to pay cash in lieu of all or a portion of the
shares issuable to the Holder pursuant to the Amended Exchange Agreement.
The issuance of the Common Stock is being made in reliance on the exemption
from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 3.02 of this Amendment No. 1 to Current Report on Form 8-K is hereby incorporated by reference into this
Item 7.01.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
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SOLAZYME, INC. |
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(Registrant) |
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Date: February 18, 2016 |
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By: |
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/s/ PAUL T. QUINLAN |
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Paul T. Quinlan |
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General Counsel and Secretary |