UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2018

 

 

BIOAMBER INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-35905   98-0601045

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1250 Rene Levesque West, Suite 4310

Montreal, Quebec, Canada H3B 4W8

(Address of principal executive office)

Registrant’s telephone number, including area code (514) 844-8000

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 obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 

Item 8.01. Other Events

On October 25, 2018, BioAmber Inc. issued a press release entitled “BioAmber Provides Update on Liquidation Process.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    Press Release, dated October 25, 2018.

EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press Release, dated October 25, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BIOAMBER INC.
Date: October 26, 2018     By:   /s/ Mica Arlette
      Name: Mica Arlette
      Title: Senior Vice President, Corporate Advisory & Restructuring, PricewaterhouseCoopers Inc.

Exhibit 99.1

 

LOGO

BioAmber Provides Update on Liquidation Process

Montreal, Canada, October  25, 2018. PricewaterhouseCoopers Inc., LIT, in its capacity as the court-appointed Monitor (in such capacity, the “ Monitor ”) of BioAmber Inc. (OTCPK: BIOAQ), BioAmber Canada Inc., and BioAmber Sarnia Inc. (collectively, the “ Company ”) in their proceedings under the Companies Creditors ’ Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “ CCAA ”), provides the following update on the Company’s liquidation process.

On October 22, 2018, the Company completed the sale of certain of its assets to LCY Biotechnology Inc. (previously 9384-3076 Québec Inc.). These assets comprised all of the Company’s assets, save and except for the cash, accounts receivable and inventory of the Company, and also excluded certain U.S. based office equipment. The purchaser did not seek the assignment of the Company’s contracts, which meant that certain intellectual property under license from third parties was also not transferred to the purchaser.

This transaction was approved by the Quebec Superior Court of Justice on September 18, 2018, and by the United States Bankruptcy Court for the District of Delaware on October 9, 2018.

The liquidation of the Company’s assets will result in little to no residual value for non-secured creditors, and no residual value for equity investors of the Company.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about the Company. The Company may use words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” “plan,” “projected” or the negative of such words or other similar words or phrases to identify such forward-looking statements. For additional disclosure regarding these and other risks faced by the Company, see disclosures contained in the Company’s public filings with the SEC, including the risks discussed under the heading “Item 1.A Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, and under the heading “Risk Factors” of the recently filed prospectus supplement. You should consider these factors in evaluating the forward-looking statements included in this press release and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof, and the Company undertakes no obligation to update such statements as a result of new information, except as required under applicable securities legislation.

PWC Contact

Mica Arlette

416-814-5834

Mica.Arlette@ca.pwc.com

or

Christian Bourque

514-205-5434

Christian.bourque@ca.pwc.com