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

Date of Report (Date of earliest event reported): May 4, 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 1.03. Bankruptcy or Receivership.

On May 4, 2018, BioAmber Inc. (“BioAmber”) (the “Debtor”), filed a voluntary petition (the “Bankruptcy Petition”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). BioAmber’s Chapter 11 case is being administered under the caption In re: BioAmber Inc., Case No. 18-11078. The Debtor will continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.

On May 4, 2018, BioAmber Sarnia Inc. and BioAmber Canada Inc. (the “Subsidiaries”), both wholly-owned subsidiaries of the Company, filed Notices of Intention with the Superior Court Commercial Division – In matters of Bankruptcy and Insolvency of the District of Montreal, Province of Quebec, Canada, to make a proposal pursuant to the provisions of the Canadian Bankruptcy and Insolvency Act. These matters are administered under the captions In the matter of the Notice on Intention of BioAmber Sarnia Inc. ( Court Docket number: 500-11-054563-180) and In the matter of BioAmber Canada Inc ( Court Docket number: 500-11-054564-188) . The Subsidiaries will continue to operate their businesses as a “debtor-in-possession” under the jurisdiction of the Quebec Superior Court and in accordance with the applicable provisions of the Canadian Bankruptcy and Insolvency Act. Pursuant to such filings, the Subsidiaries have thirty days from May 4 to make a proposal to their creditors pursuant to Section 50.4(1) of the Canadian Bankruptcy and Insolvency Act.

On May 4, 2018, the Company issued a press release announcing commencement of a voluntary Chapter 11 bankruptcy protection proceeding and the filing of the Notice of Intention. A copy of this 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 May 4, 2018.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 4, 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: May 8, 2018	By:	/s/ Richard P. Eno
	Name:	Richard P. Eno
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

BioAmber Announces Filing for Stay of Proceedings on Creditors

Montreal, Canada, May 4, 2018. BioAmber Inc. (OTCPK: BIOA) (“Bioamber” or the “company”) announces today that it filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code and that its two Canadian subsidiaries, BioAmber Sarnia Inc. and BioAmber Canada Inc., filed a Notice of Intention (the “NOI”) to make a proposal under the Bankruptcy and Insolvency Act (Canada), with a view to strengthening the company’s financial health and solidifying its long-term business prospects.

BioAmber believes filing these procedures is the best way to protect all stakeholders and will best facilitate its efforts to renegotiate its debt and raise the funds needed to continue its operations. The filing of these procedures has the effect of imposing an automatic stay of proceedings that will protect the company, its Canadian subsidiaries and their assets from the claims of creditors while the company pursues its restructuring efforts.

“This process will provide BioAmber with the time and stability to restructure its finances. This restructuring, combined with the significantly improved cost structure we anticipate, will position BioAmber to emerge as a much stronger company which will be better positioned to meet the growing global demand we see for our product,” said Richard Eno, Chief Executive Officer of BioAmber.

There can be no guarantee that the company will be successful in securing further financing or achieving its restructuring objectives. Failure by the company to achieve its financing and restructuring goals will likely result in the company and/or its subsidiaries being forced to cease operations and liquidate its assets.

Pursuant to the NOI filing, PricewaterhouseCoopers Inc. has been appointed as the trustee in the proposal proceedings of BioAmber Sarnia Inc. and BioAmber Canada Inc., and in that capacity will monitor and assist the company in its restructuring effort.

About BioAmber

BioAmber (OTCPK: BIOA) is a renewable materials company. Its innovative technology platform combines biotechnology and catalysis to convert renewable feedstock into building block materials that are used in a wide variety of everyday products including plastics, paints, textiles, food additives and personal care products. For more information visit www.bio-amber.com.

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 BioAmber. BioAmber 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. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, whether BioAmber will be able to successfully reach an agreement with its creditors to restructure its finances, whether it will be able to generate sufficient cash flows and

obtain the additional financing necessary to continue as a going concern and to grow its business or whether it will need to seek strategic alternatives, including but not limited to a potential business combination or a sale of the company, or reduce and/or cease its operations and/or develop its products and respond to competitive pressures, the impact of the termination of BioAmber’s joint venture with Mitsui & Co. Ltd. on its ability to maintain and expand its operations at its Sarnia, Ontario facility, market and other conditions, BioAmber’s business and financial condition, and the impact of general economic, industry or political conditions in the United States or internationally. For additional disclosure regarding these and other risks faced by BioAmber, see disclosures contained in BioAmber’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 BioAmber undertakes no obligation to update such statements as a result of new information.

BioAmber Investor Contact

Roy McDowall

Sr. VP Business Development

514-844-8000 Ext. 260

roy.mcdowall@bio-amber.com

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