8-K

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

July 28, 2017

Date of report (Date of earliest event reported)

_____________________________

TERRAVIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________________

Delaware	001-35189	33-1077078
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
	225 Gateway Boulevard South San Francisco, CA 94080
	(Address of Principal Executive Offices)
	94080
	(Zip Code)
	(650) 780-4777
(Registrant’s 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 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 2, 2017, TerraVia Holdings, Inc. (the “Company”) received a letter (the “Delisting Notice”) from The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that NASDAQ has determined that the Company’s common stock, par value $0.001 per share (“Common Stock”), will be delisted from The Nasdaq Stock Market. NASDAQ notified the Company that it reached this determination after reviewing the Company’s announcement on August 2, 2017 that it had filed for relief under Chapter 11 of the Bankruptcy Code in the U.S Bankruptcy Court for the District of Delaware. The Common Stock currently trades under the ticker symbol “TVIA”.

As previously disclosed, on April 7, 2017, the Company received a deficiency letter (the “April Notice”) from NASDAQ indicating that the closing bid price of the Common Stock had been below $1.00 for 30 consecutive business days and therefore did not meet the minimum requirement of NASDAQ Listing Rule 5450(a)(1) that is necessary to maintain continued listing on The Nasdaq Stock Market. In addition, on June 16, 2017, the Company received a deficiency letter (the “June Notice” and, together with the April Notice, the “Notices”) from NASDAQ indicating that the market value of the Company’s listed securities was below the minimum $50 million for 30 consecutive business days required by NASDAQ Listing Rule 5450(b)(2)(A) to maintain continued listing on The Nasdaq Capital Market. The Company was given 180 days from the date of the each of the Notices to regain compliance (October 4, 2017, in the case of the April Notice, and December 13, 2017, in the case of the June Notice). The Company continues to not be in compliance with NASDAQ Listing Rules 5450(a)(1) or 5450(b)(2)(A).

NASDAQ notified the Company in the Delisting Notice that, unless the Company requests an appeal of the delisting determination, trading of the Common Stock will be suspended at the opening of business on August 11, 2017, and NASDAQ will file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the Common Stock from listing and registration on The Nasdaq Stock Market. The Company does not plan to appeal this determination, and it accordingly anticipates that trading of the Common Stock will be suspended on August 11, 2017, and that the Common Stock will subsequently be delisted and become tradable over-the-counter.

Item 8.01 Other Events.

Effective July 28, 2017, Wells Fargo Bank, National Association (“Wells Fargo”) resigned as trustee under the Indenture, dated as of January 24, 2013, between TerraVia (f/k/a Solazyme, Inc.), as issuer, and Wells Fargo, as trustee (the “2018 Indenture” and the senior notes issued thereunder, the “2018 Notes”) and the Indenture, dated as of April 1, 2014, between TerraVia (f/k/a Solazyme, Inc.), as issuer, and Wells Fargo, as trustee (the “2019 Indenture” and the senior notes issued thereunder, the “2019 Notes”). The Company has appointed Wilmington Trust, N.A. as successor trustee under the 2018 Indenture, and has appointed GLAS Trust Company LLC as successor trustee under the 2019 Indenture. On July 28, 2017, the Company and Wells Fargo entered into a supplemental indenture to amend certain trustee eligibility requirements under the 2019 Indenture (the “Supplemental Indenture”). This description of the Supplemental Indenture is qualified in its entirety by the terms of such supplemental indenture, a copy which is filed as Exhibit 4.1 hereto and is incorporated by reference in this Item 8.01.

Forward-Looking Statements

This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things, the risk factors discussed in this Current Report and in our most recent Quarterly Report on Form 10-Q as well as in other reports filed from time to time by the Company with the Securities and Exchange Commission, most of which are beyond our control. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,”

“expect,” “indicate” and similar expressions are intended to identify forward-looking statements. All statements other than statements of current or historical fact contained in this Current Report are forward-looking statements. Although we believe that the forward-looking statements contained in this Current Report are based upon reasonable assumptions, the forward-looking events and circumstances discussed in this Current Report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

These forward-looking statements relate, in part, to the delisting of the Common Stock and the tradability of the Common Stock over-the-counter following such delisting and other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	First Supplemental Indenture, dated as of July 28, 2017 between the Company and Wells Fargo Bank, National Association, as resigning trustee under the 2019 Indenture.

SIGNATURE

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.

		TERRAVIA HOLDINGS, INC.
		(Registrant)
Date:	August 2, 2017	By:	/s/ PAUL QUINLAN
			Paul Quinlan
			General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Supplemental Indenture, dated as of July 28, 2017 between the Company and Wells Fargo Bank, National Association, as resigning trustee under the 2019 Indenture.

EX-4.1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE dated as of July 28, 2017 (this “Supplemental Indenture”), among TerraVia Holdings, Inc. (f/k/a Solazyme, Inc.) (the “Issuer”) and Wells Fargo Bank, National Association, as resigning trustee, registrar, custodian, conversion agent and paying agent (the “Resigning Trustee”).

WHEREAS, the Issuer is the issuer under the Indenture, dated as of April 1, 2014 (the “Original Indenture” and together with this Supplemental Indenture, the “Indenture”), pursuant to which the Issuer issued, and the Resigning Trustee authenticated and delivered the Issuer’s 5.00% Convertible Senior Subordinated Notes due 2019 (the “Securities”);

WHEREAS, the Resigning Trustee has given notice to the Issuer of its resignation as trustee, registrar, conversion agent and paying agent and GLAS Trust Company LLC (the “Successor Trustee”)has agreed to serve as successor trustee, registrar, custodian, conversion agent and paying agent pursuant to an Agreement, dated as of July 28, 2017, among the Issuer, the Resigning Trustee and the Successor Trustee (the “Resignation Agreement”) in accordance with Section 7.09 and Section 7.10 of the Indenture;

WHEREAS, Holders of more than a majority in aggregate principal amount of the outstanding Securities have consented to amend the Original Indenture pursuant to Section 10.02 of the Original Indenture to modify the capital requirements in Section 7.08 of the Original Indenture so that the Successor Trustee may accept its appointment as Trustee under the Indenture as provided in the Resignation Agreement (the “Amendment”);

WHEREAS, pursuant to Section 10.02 of the Original Indenture, with the consent of such Holders of at least a majority in aggregate principal amount of the outstanding Securities, the Issuer, when authorized by a resolution of its Board of Directors, and the Resigning Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture for the purpose of changing in any manner or eliminating any of the provisions of the Indenture, including the proposed Amendment; and

WHEREAS, the Issuer requests that the Resigning Trustee execute and deliver this Supplemental Indenture to reflect the Amendment and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and the execution and delivery of this Supplemental Indenture have been duly authorized by the Issuer in all respects.

NOW, THEREFORE, the Issuer and the Resigning Trustee do hereby supplement and amend the Original Indenture as follows:

ARTICLE 1

DEFINITIONS

Section 1.01.Definitions. Capitalized terms that are defined in the preamble or the recitals hereto shall have such meanings throughout this Supplemental Indenture. Capitalized terms used but not defined in this Supplemental Indenture have the meanings assigned thereto in the Original Indenture. The meanings assigned to all defined terms used in this Supplemental Indenture shall be equally applicable to both the singular and plural forms of such defined terms.

ARTICLE 2

AMENDMENTS

Section 2.01.Amendments. Section 7.08 of the Original Indenture is hereby amended and restated in its entirety as follows:

“Section 7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least the amount required by the Trust Indenture Act. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.”

ARTICLE 3

MISCELLANEOUS

Section 3.01.Date and Time of Effectiveness. This Supplemental Indenture shall become a legally effective and binding instrument at and as of the date hereof.

Section 3.02.Supplemental Indenture Incorporated Into Indenture. The terms and conditions of this Supplemental Indenture shall be deemed to be part of the Indenture for all purposes relating to the Securities. The Original Indenture is hereby incorporated by reference herein and the Original Indenture, as supplemented by this Supplemental Indenture, is in all respects adopted, ratified and confirmed.

Section 3.03.Outstanding Securities Deemed Conformed. As of the date hereof, the provisions of the outstanding Securities shall be deemed to be conformed, without the necessity for any reissuance or exchange of such outstanding Security or any other action

2

on the part of the holders of outstanding Securities, the Issuer or the Resigning Trustee, so as to reflect this Supplemental Indenture.

Section 3.04.Separability. In case any provision in this Supplemental Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 3.05.Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and the holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Indenture.

Section 3.06.Successors. All agreements of the Issuer and the Resigning Trustee in this Supplemental Indenture and in the Original Indenture, as applicable, shall bind their respective successors.

Section 3.07.New York Law to Govern. This Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State (without regard to the conflicts of laws provisions thereof).

Section 3.08.Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 3.09.Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.10.Trustee. The Resigning Trustee accepts the amendments of the Original Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Original Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Resigning Trustee. Without limiting the generality of the foregoing, the Resigning Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer by action or otherwise, (iii) the due execution hereof by the Issuer or (iv) the consequences of any

3

amendment herein provided for, and the Resigning Trustee makes no representation with respect to any such matters.

4

IN WITNESS WHEREOF, each of the parties has caused this Supplemental Indenture to be duly executed, all as of the first date written above.

TERRAVIA HOLDINGS, INC.
By:	/s/ Tyler Painter
	Name:	Tyler Painter
	Title:	Chief Operating Officer & Chief Financial Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Resigning Trustee
By:	/s/ Thomas M. Korsman
	Name:	Thomas M. Korsman
	Title:	Vice President