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Subsequent Events
9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events

15. Subsequent Events

 

Zymergen Acquisition

 

On October 19, 2022, Ginkgo completed the previously announced acquisition contemplated by that certain Agreement and Plan of Merger, dated as of July 24, 2022 (the “Merger Agreement”), among Zymergen, a Delaware public benefit corporation, Ginkgo, and Pepper Merger Subsidiary Inc., a Delaware corporation and an indirect wholly owned subsidiary of Ginkgo (“Merger Subsidiary”). Pursuant to the Merger Agreement, Merger Subsidiary merged with and into Zymergen (“the Merger”), with Zymergen surviving the Merger as a wholly owned subsidiary of Ginkgo. As consideration for the transaction, the Company delivered to Zymergen common stockholders approximately 96,889,821 shares of Ginkgo Class A common stock valued at closing at $236.4 million (based on Ginkgo’s closing stock price on October 19, 2022 of $2.44).

 

Bayer Asset Purchase

 

On October 17, 2022, Ginkgo closed the previously announced transaction with Bayer CropScience LP, a Delaware limited partnership (“Bayer”), pursuant to which the Company acquired certain assets and liabilities of Bayer, including Bayer’s 175,000-square-foot West Sacramento Biologics Research & Development site, team, and internal discovery and lead optimization platform. As consideration for the net assets acquired, the Company paid Bayer $80.0 million in cash at closing.

 

Concurrently with the closing, Bayer and Ginkgo entered into a termination agreement, which agreement initiates the dissolution of Joyn, the joint venture created by Ginkgo and Bayer in 2017. The dissolution terms provide for the disbursement of contributed intellectual property back to the respective owners, the disbursement of a joint ownership of certain intellectual property rights created by Joyn, including with respect to Joyn’s nitrogen fixation technology to each party, the disbursement of property and equipment as agreed to by the parties, the assumption by Ginkgo of Joyn's two real estate leases and the transfer of certain employees to Ginkgo. Dissolution costs will be shared equally among Bayer and Ginkgo.

 

Concurrently with the closing, Bayer and Ginkgo also entered into a Technical Development Agreement, under which (i) Ginkgo will grant Bayer exclusive licenses to Ginkgo’s joint ownership right, title and interest to Joyn’s nitrogen fixation intellectual property, (ii) for a three-year period, the parties will research, develop and produce microbial strains and related processes to enable the research, development, production, manufacturing and commercialization of Bayer products in agriculture as part of cell programs pursuant to Technical Development Plans agreed to by the parties, including one targeted to nitrogen fixation and (iii) for a three-year period, Ginkgo will provide certain non-cell-engineering services to Bayer related to product support as described in statements of work agreed to by the parties. In consideration for all programs, services and related licenses, Ginkgo will receive equal quarterly installments over the three-year term plus royalties on worldwide net sales of certain Bayer products developed under the Technical Development Agreement.

 

Circularis Acquisition

 

On October 4, 2022, the Company acquired Circularis Biotechnologies, Inc. (“Circularis”), a biotechnology company with a proprietary circular RNA and promoter screening platform. The acquisition was funded with $5.0 million in cash and approximately 4.5 million shares of Ginkgo Class A common stock. The purchase price is subject to net working capital and other customary adjustments and includes contingent consideration of up to $40.0 million payable primarily upon the achievement of certain clinical trial milestones over a five-year period. The contingent payments, if achieved, are payable in cash or Class A common stock at the election of the Company.

 

2022 Inducement Plan

 

On October 16, 2022, the Company's Board of Directors adopted the Ginkgo Bioworks Holdings, Inc. 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the “inducement exception” provided under NYSE Listed Company Manual Section 303A.08. Pursuant to the terms of the 2022 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards as an inducement material to individuals being hired or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries, including in connection with a merger or acquisition. The terms of the 2022 Inducement Plan are substantially similar to the terms of the Company’s 2021 Incentive Award Plan. The Company has reserved 25 million shares of the Company’s common stock (which may be shares of Class A common stock or Class B common stock) for issuance under the 2022 Inducement Plan.

 

Bolt Threads Note Purchase

 

On October 14, 2022, the Company entered into a senior secured note purchase agreement with Bolt Threads, Inc. (“Bolt Threads”) in the amount of $30.0 million. The note matures in October 2024, bears interest equal to the Treasury rate plus 6% per year and is secured by substantially all of Bolt Thread’s assets including trademarks and patents. Concurrently with the note purchase agreement, the Company entered into a Technical Development Agreement with Bolt Threads under which the Company will perform research and development services pursuant to Technical Development Plans agreed to by the parties in return for consideration on a fixed fee or cost-plus basis plus royalties on net sales of Bolt Thread products developed under the Technical Development Agreement.