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): June 18, 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 June 18, 2018, BioAmber Inc. issued a press release entitled “BioAmber Receives Favourable Court Ruling and Approval for DIP Financing”. 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 June 18, 2018.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated June 18, 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: June 20, 2018	By:	/s/ Richard P. Eno
	Name:	Richard P. Eno
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

BioAmber Receives Favourable Court Ruling and Approval for DIP Financing

Montreal, Canada, June 18, 2018. BioAmber Inc. (OTCPK: BIOA) (“BioAmber”) announced today that it has received formal Quebec court approval for debtor-in-possession (DIP) financing.    This funding will enable the execution of the Sales and Investor Solicitation Process (SISP) that commenced on June 1, 2018, as well as the continued operations of the Sarnia manufacturing facility.

Highlights of the court ruling include:

• For the SISP, non-binding letters of intent (“LOIs”) are now due by June 29, 2018, with binding term sheets being due by July 31, 2018;

• The stay of proceedings against the petitioners has been extended by the court to July 31, 2018, consistent with the timing of the SISP;

• A CAN$3 million DIP financing, provided by Maynbridge Capital, will be disbursed to BioAmber in two tranches: up to CAN$2 million can be disbursed through July 31 and an additional CAN$1 million can be disbursed after July 31, assuming the receipt of an LOI.

“The approval of DIP financing is a positive milestone in the continued restructuring of BioAmber. Throughout the process, BioAmber is successfully serving our customer base and continues to supply high quality bio-succinic acid to companies around the world. We would like to thank our customers for their support and willingness to work with us through this process. With this favorable court decision, we are pleased to be able to continue operations in Sarnia to meet the growing demand we’re seeing from the market,” stated Rick Eno, Chief Executive Officer. “In the longer term, BioAmber has a number of strategic and financial investors evaluating an investment as part of the SISP. We are optimistic that the closing of a transaction will provide our customers long term supply assurance from the Sarnia facility. We will continue to provide updates throughout the process.”

Pursuant to the Notice of Intent (NOI) filing on May 4, 2018, PricewaterhouseCoopers Inc. (“PWC”) has been appointed as the trustee in the proposal proceedings of BioAmber Sarnia Inc. and BioAmber Canada Inc., and in that capacity is monitoring and assisting BioAmber in its restructuring effort. Please contact Rick Eno, BioAmber, or Claudio Filippone, PWC, for information on participation in the SISP.

There can be no guarantee (i) that BioAmber will be successful in securing further financing or achieving its restructuring objectives, or (ii) that, in the event of the completion of its restructuring process, BioAmber’s shares will have any value. Failure by BioAmber to achieve its financing and restructuring goals will likely result in BioAmber and/or its subsidiaries filing for bankruptcy.

About BioAmber

BioAmber 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 or not BioAmber will be able to generate sufficient cash flows and obtain the additional financing necessary to continue its operations and to grow its business or whether it will need to reduce and/or cease its operations. 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 BioAmber’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, except as required under applicable securities laws.

BioAmber Contact

Rick Eno

Chief Executive Officer

514-844-8000 Ext. 100

Email: richard.eno@bio-amber.com

PWC Contact

Claudio Filippone, CPA, CA, CIRP, LIT

Senior Vice-President

PricewaterhouseCoopers Inc., LIT

T : +1 514 205-5671| C : +1 514 501-0084

Email: claudio.filippone@ca.pwc.com

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