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KIOR > SEC Filings for KIOR > Form 8-K on 18-Mar-2013All Recent SEC Filings

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Form 8-K for KIOR INC


18-Mar-2013

Entry into a Material Definitive Agreement, Results of Operations and Financial Conditio


Item 1.01. Entry Into Material Definitive Agreement.

On March 17, 2013, KiOR, Inc. (the "Company") and its wholly-owned subsidiary Kior Columbus, LLC, ("KiOR Columbus") entered into an amendment no. 1 (the "Amendment") to the Loan and Security Agreement, dated as of January 26, 2012 (as amended by the Amendment, the "Loan and Security Agreement") with the Company and KiOR Columbus as borrowers (collectively, the "Borrowers"), 1538731 Alberta Ltd. as agent and lender, and 1538716 Alberta Ltd., as lender, (collectively, the "Alberta Lenders"), and KFT Trust, Vinod Khosla, Trustee, ("Khosla" and, collectively with the Alberta Lenders, the "Lenders").

Pursuant to the original Loan and Security Agreement, the Alberta Lenders had made a term loan to the Borrowers in the principal amount of $50 million and Khosla had made a term loan to the Borrowers in the principal amount $25 million, for a total of $75 million in principal amount (collectively, the "Loan Advance"). The Amendment, among other things, (i) increases the amount available under the facility by $50 million, which the Borrowers may borrow from Khosla, based on the Borrowers's capital needs, before March 31, 2014, subject to the terms of the Loan and Security Agreement, (ii) replaces the requirement to make installment payments of principal and interest with a single balloon payment at maturity, (iii) allows the Borrowers to elect payment of paid-in-kind interest throughout the term of the loan, (iv) modifies certain financial and negative covenants, including a covenant that required the Company to complete an equity offering meeting certain conditions on or before March 31, 2013, (v) requires the Company to raise additional capital in the amount of $175 million on or before March 31, 2014 unless it demonstrates three months cash on hand,
(vi) increases by $25 million the limit on the amount of capital expenditures the Borrowers can make on the first standard commercial production facility in Natchez, Mississippi (the "Natchez Facility") prior to raising additional funds and (vii) provides for the conversion, subject to the satisfaction of certain conditions, of (A) the secured obligations and certain other amounts in connection therewith owed to certain of the Lenders into the debt issued in connection with the Company's financing of the Natchez Facility and (B) the secured obligations and certain other amounts in connection therewith owed to certain of the Lenders into the equity securities issued in connection with the Company's financing of its Natchez Facility.

In order to borrow the additional amounts of up to $50 million in the aggregate from Khosla, (i) the Company must provide Khosla with a near term cash flow forecast demonstrating the need for such borrowing, (ii) at the time of and after giving effect to such advance, no event of default (as such term is defined under the Loan and Security Agreement) has occurred or is continuing,
(iii) the Company must issue to Khosla a Subsequent Drawdown Warrant (as defined below) and (iv) the Company may not have consummated an offering of debt securities resulting in gross proceeds to the Company in an amount of $75 million or more (including any term loans (excluding any paid-in-kind interest) made by Khlosla under the Loan and Security Agreement on or after the effective date of the Amendment). Any additional borrowings from Khosla are considered a part of the Loan Advance.

. . .



Item 2.02 Results of Operations and Financial Condition.

On March 18, 2013, the Company issued a press release announcing its financial results for the year ended December 31, 2012. A copy of the Company's March 18, 2013 earnings press release is attached hereto as Exhibit 99.11.

The Company's management will discuss these results on a conference call scheduled for March 18, 2013 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). Participants may join the conference call by dialing (877) 468-8808 (for U.S. and Canada) or (832) 412-2302 (International). The conference access code is 40025850 for all participants. To listen via live webcast, please visit the investor relations section of the Company's website:
http://investor.kior.com/events.cfm. An audio replay of the conference call will be available approximately two hours after the conclusion of the call and remain available until Monday, March 25, 2013 at 11:59 p.m. Eastern Time (10:59 p.m. Central Time) and can be accessed by dialing (855) 859-2056 (for U.S. and Canada) or (404) 537-3406 (International). The conference call replay access code is 10328600 for all participants. A replay of the webcast will also be available in the investor relations section of the Company's website approximately two hours after the conclusion of the call and remain available for approximately 90 calendar days.

Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the information contained in the press release furnished as an exhibit hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The press release contains statements intended as "forward-looking statements," all of which are subject to the cautionary statement about forward-looking statements set forth therein.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.



Item 3.02. Unregistered Sale of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company issued the ATM Warrants and Subsequent PIK Warrants in reliance on the exemption from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the exemption from registration provided for under Section 4(2) of the Securities Act based in part on the representations made by the Lenders, including the representations with respect to the Lenders' status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and the Lenders' investment intent with respect to the Warrants and the underlying shares of Class A common stock.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 15, 2013, W. Roger Lyle informed KiOR, Inc. (the "Company") that he is resigning from his position as Senior Vice President of Operations of the Company. Mr. Lyle informed the Company that his decision to resign was for personal reasons. Mr. Lyle's responsibilities will be absorbed by other members of the management team. The Company greatly appreciates Mr. Lyle's service and wishes him and his family the best.



Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 above and in Exhibit 99.11 to this Current Report on Form 8-K is incorporated herein by reference.




Item 8.01 Other Events.

On March 18, 2013, the Company issued a press release relating to the first shipment of its cellulosic diesel. A copy of this press release is attached hereto as Exhibit 99.12 and incorporated by reference herein.

The press release contains statements intended as "forward-looking statements," all of which are subject to the cautionary statement about forward-looking statements set forth therein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.                                      Description

99.1        Amendment No. 1 to Loan and Security Agreement dated as of March 17,
            2013 among the Company, Kior Columbus LLC, 1538731 Alberta Ltd.,
            1538716 Alberta Ltd. and KFT Trust, Vinod Khosla, Trustee

99.2        Form of ATM Warrant Agreement to Purchase Shares of Class A Common
            Stock

99.3        ATM Warrant Agreement to Purchase Shares of Class A Common Stock dated
            as of March 17, 2013 issued by the Company to 1538731 Alberta Ltd.

99.4        ATM Warrant Agreement to Purchase Shares of Class A Common Stock dated
            as of March 17, 2013 issued by the Company to 1538716 Alberta Ltd.

99.5        ATM Warrant Agreement to Purchase Shares of Class A Common Stock dated
            as of March 17, 2013 issued by the Company to KFT Trust, Vinod Khosla,
            Trustee

99.6        Form of Post-First Amendment Additional Warrant Agreement to Purchase
            Shares of Class A Common Stock

99.7        Post-First Amendment Additional Warrant Agreement to Purchase Shares
            of Class A Common Stock dated as of March 17, 2013 issued by the
            Company to 1538731 Alberta Ltd.

99.8        Post-First Amendment Additional Warrant Agreement to Purchase Shares
            of Class A Common Stock dated as of March 17, 2013 issued by the
            Company to 1538716 Alberta Ltd.

99.9        Post-First Amendment Additional Warrant Agreement to Purchase Shares
            of Class A Common Stock dated as of March 17, 2013 issued by the
            Company to KFT Trust, Vinod Khosla, Trustee

99.10       Form of Warrant Agreement to Purchase Shares of Class A Common Stock

99.11       Earnings Release, dated March 18, 2013

99.12       Press Release titled "KiOR Ships First Cellulosic Diesel" dated March
            18, 2013


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