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): August 28, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2018, Kurt Briner, Robert Frost, Heinz Haller, Ellen Richstone and Kenneth Wall each resigned from the Board of Directors of BioAmber Inc. (the “Company”), including all committees thereof, and on August 29, 2018, Raymond Land resigned from the Board and all committees thereof. No director resigned because of any disagreement with the Company on any matter relating to its operations, policies or practices.

On August 31, 2018, Richard Eno, the Company’s chief executive officer and director, Michael Hartmann, the Company’s executive vice-president and president of BioAmber Sarnia Inc., James Millis, the Company’s chief technology officer and Mario Settino, the Company’s chief financial officer, each voluntarily resigned from their offices at the Company.

A copy of the press release by the Company announcing the above-described executive changes is furnished with this Report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number	Description
99.1	Press Release, dated August 31, 2018.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated August 31, 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: August 31, 2018	By:	/s/ Richard P. Eno
		Name: Richard P. Eno
		Title:   Chief Executive Officer

EX-99.1

Exhibit 99.1

BioAmber Provides Update on Liquidation Process & Announces Resignations

of Board Members and Officers

Montreal, Canada, August 31, 2018. BioAmber Inc. (the “Company”) (OTCPK: BIOAQ) announces that following a Court order issued on August 28^th, 2018, the stay period ordered by the Court in connection with its restructuring process under the terms of the Companies’ Creditors Arrangement Act has been extended until September 18^th, 2018, in order to give enough time to the Company, along with its monitor PricewaterhouseCoopers (“PWC”), to carry out the recently initiated liquidation process.

As a result of the liquidation process, all of the directors and officers of the Company and its subsidiaries have resigned, leaving PWC to oversee the process in its role as monitor, under the supervision of the Court.

There can be no guarantee that the Company will be successful in securing an acceptable offer in connection with the liquidation of its assets. Moreover, if an acceptable offer is received, the liquidation of the Company’s assets will almost certainly result in no residual value for non-secured creditors and equity investors.

About BioAmber

BioAmber (OTCPK: BIOAQ) 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 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. 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 the Company will be able to obtain an acceptable offer related to the liquidation of its assets. 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

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