Attached files
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EX-99.1 - EX-99.1 - Kior Inc | h80686a4exv99w1.htm |
As filed
with the Securities and Exchange Commission on June 13,
2011
Registration
No. 333-173440
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Amendment No. 4
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
KiOR, Inc.
(Exact name of registrant as
specified in charter)
Delaware (State or other jurisdiction of incorporation or organization) |
2860 (Primary Standard Industrial Classification Code Number) |
51-0652233 (I.R.S. Employer Identification Number) |
13001 Bay Park Road
Pasadena, Texas 77507
(281) 694-8700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Pasadena, Texas 77507
(281) 694-8700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Christopher A. Artzer
Vice President, General Counsel and Secretary
13001 Bay Park Road
Pasadena, Texas 77507
(281) 694-8700
(Address, including zip code, and telephone number, including area code, of agent for service)
Vice President, General Counsel and Secretary
13001 Bay Park Road
Pasadena, Texas 77507
(281) 694-8700
(Address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Felix P. Phillips Troy S. Lee Baker Botts L.L.P. One Shell Plaza 910 Louisiana Houston, Texas 77002-4995 (713) 229-1234 |
Andrew S. Williamson Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable on or after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Proposed Maximum |
||||||||||||||||||||
Title of Each Class of |
Amount to be |
Offering Price Per |
Proposed Maximum Aggregate |
Amount of |
||||||||||||||||
Securities to be Registered | Registered(1) | Share(2) | Offering Price(1)(2) | Registration Fee(3) | ||||||||||||||||
Class A common stock, par value $0.0001 per share
|
11,500,000 | $ | 21.00 | $ | 241,500,000 | $ | 28,039 | |||||||||||||
(1) | Includes 1,500,000 shares of Class A common stock issuable upon exercise of the underwriters option to purchase additional shares to cover over-allotments, if any. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933. |
(3) | $28,039 previously paid. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory Note
This Amendment No. 4 is being filed solely for the purpose of filing Exhibit 99.1 to the
Registration Statement on Form S-1 (File No. 333-173440). This Amendment No. 4 does not modify any
provision of the prospectus that forms a part of the Registration Statement and accordingly such
prospectus is not reproduced in this Amendment No. 4. This Amendment No. 4 also does not modify
any provision of Items 13, 14, 15 or 17 of Part II of the Registration Statement.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 13. | Other expenses of issuance and distribution |
The following table sets forth the costs and expenses to be paid
by us in connection with the sale of the shares of Class A
common stock being registered hereby. All amounts are estimates
except for the SEC registration fee, the FINRA filing fee and
the Nasdaq listing fee.
Securities and Exchange Commission registration fee
|
$ | 28,039 | ||
FINRA filing fee
|
24,650 | |||
Nasdaq listing fee
|
250,000 | |||
Accounting fees and expenses
|
395,000 | |||
Legal fees and expenses
|
1,025,000 | |||
Printing and engraving expenses
|
400,000 | |||
Transfer agent and registrar fees and expenses
|
2,500 | |||
Other expenses
|
300,000 | |||
Total
|
$ | 2,425,189 | ||
Item 14. | Indemnification of directors and officers |
Section 145 of the General Corporation Law of the State of
Delaware (the DGCL) authorizes a corporation, under
certain circumstances, to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact
that the person is or was an officer or director of such
corporation, or is or was serving at the request of that
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation. With respect to any criminal
action or proceeding, such indemnification is available if he
had no reasonable cause to believe his conduct was unlawful.
Article VIII of the registrants Amended and Restated
Bylaws (the Bylaws), will provide for
indemnification of each person who is or was made a party to any
actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding because such person is,
was or has agreed to become an officer or director of the
registrant or is a person who is or was serving or has agreed to
serve at the request of the registrant as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another corporation or of a partnership,
joint venture, sole proprietorship, trust, employee benefit plan
or other enterprise to the fullest extent permitted by the DGCL
as it existed at the time the indemnification provisions of the
Bylaws were adopted or as may be thereafter amended. Article
VIII expressly provides that it is not the exclusive method of
indemnification.
Section 145 of the DGCL also empowers a corporation to
purchase and maintain insurance on behalf of any person who is
or was an officer or director of such corporation against
liability asserted against or incurred by him in any such
capacity, whether or not such corporation would have the power
to indemnify such officer or director against such liability
under the provisions of Section 145.
Article VIII of the Bylaws will also provide that the
registrant may maintain insurance, at the registrants
expense, to protect the registrant and any director, officer,
employee or agent of the registrant or of another entity against
any expense, liability, or loss, regardless of whether the
registrant would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
II-1
Section 102(b)(7) of the DGCL provides that a certificate
of incorporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision shall not eliminate
or limit the liability of a director (a) for any breach of
the directors duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) or (d) for any transaction
from which the director derived improper personal benefit.
Article VIII of the registrants Amended and Restated
Certificate of Incorporation will contain such a provision.
The underwriting agreement to be entered into in connection with
this offering will provide that the Underwriters shall indemnify
the registrant, its directors and certain officers of the
registrant against liabilities resulting from information
furnished by or on behalf of the Underwriters specifically for
use in the Registration Statement. Please read
Item 17. Undertakings for a description of the
Commissions position regarding such indemnification
provisions.
Item 15. | Recent sales of unregistered securities |
During the past three years, we have issued unregistered
securities to a number of persons, as described below (after
giving effect to a 4-for-1 stock split in April 2010 and 2-for-1
stock split in June 2011):
(a) Equity Issuances
| In November 2007, we issued and sold 14,400,000 shares of our Class B common stock to an accredited investor for intellectual property valued at approximately $2.6 million. |
| In November 2007 and June 2008, we issued and sold an aggregate of 24,000,000 shares of our Series A preferred stock at $0.183 per share for an aggregate purchase price of approximately $4.4 million to an accredited investor. |
| In June 2008, we issued and sold 20,571,576 shares of our Series A-1 preferred stock at $0.487 per share for an aggregate purchase price of approximately $10 million to an accredited investor. |
| From April to July 2010, we issued and sold an aggregate of 19,379,844 shares of our Series B preferred stock at $4.902 per share for an aggregate purchase price of approximately $95 million to 12 accredited investors. In addition, in April 2010, we issued 5,099,958 shares of our Series B preferred stock to an accredited investor in exercise of the conversion of a convertible promissory note in the amount of $15,000,000, representing a per share purchase price of $2.941 per share. |
| In April 2011, we issued and sold an aggregate of 11,219,908 shares of our Series C convertible preferred stock at $4.902 per share for an aggregate purchase price of approximately $55.0 million to eight accredited investors that were existing investors in our company. |
(b) Debt Issuance
| In August 2009, we issued a convertible promissory note in the amount of $15,000,000 to an accredited investor. Before any of the principal was repaid, this note was converted into 5,099,958 shares of Series B preferred stock at a conversion price of $2.941 per share as described above. |
(c) Warrant Issuances
| In December 2008, we issued a warrant to purchase 411,312 shares of our Series A-1 preferred stock at an exercise price of $0.487 per share to Lighthouse Capital Partners VI, L.P. in connection with a $5 million equipment loan. |
| In January 2010, we issued warrants to purchase an aggregate of 261,800 shares of our Series B preferred stock at an exercise price of $2.941 to Lighthouse Capital Partners VI, L.P. (183,260 shares) and Leader Lending, LLC (78,540 shares) in connection with a $7 million business loan. |
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| In March 2010, we issued a warrant to purchase 16,998 shares of our Series B preferred stock at an exercise price of $2.491 per share to Silicon Valley Bank in connection with a $1 million equipment loan. | |
| In April 2010, we issued a warrant to purchase 30,600 shares of our Series B preferred stock at an exercise price of $4.902 per share to Lighthouse Capital Partners VI, L.P. in connection with the December 2008 $5 million equipment loan. | |
| In July 2010, we issued three warrants to purchase an aggregate of 157,424 shares of our Class A common stock at an exercise price of $0.09 per share to consultants for services rendered to us. One of these warrants covering 10,000 shares of our Class A common stock was exercised in March 2011 for net proceeds received by us of $900. | |
| In June 2011, we issued warrants to purchase an aggregate of 10,198 shares of our Series C preferred stock at an exercise price of $4.902 per share to Lighthouse Capital Partners VI, L.P. in connection with an amendment to the December 2008 $5 million equipment loan. | |
| In June 2011, we issue warrant to purchase an aggregate of 50,996 shares of our Series C preferred stock at an exercise price of $4.902 per share to Lighthouse Capital Partners VI, L.P. (35,698 shares) and Leader Lending, LLC (15,298 shares) in connection with an amendment to a $7 million business loan. |
(d)Options under Amended and Restated 2007 Stock Option/Stock
Issuance Plan
| As of March 31, 2011, we have issued 15,091,334 shares of our Class A common stock and Class B common stock to employees, directors and consultants issuable upon the exercise of options to purchase under our amended and restated 2007 Stock Option/Stock Issuance Plan, with exercise prices ranging from $0.08375 to $1.98 per share. |
None of the foregoing transactions involved any underwriters,
underwriting discounts or commissions, or any public offering,
and the registrant believes the transactions were exempt from
the registration requirements of the Securities Act of 1933 in
reliance on Section 4(2) thereof, and the rules and
regulations promulgated thereunder, or Rule 701 thereunder,
as transactions by an issuer not involving a public offering or
transactions pursuant to compensatory benefit plans and
contracts relating to compensation as provided under such
Rule 701. The recipients of securities in such transactions
represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were
affixed to the share certificates and instruments issued in such
transactions. All recipients of securities described in
paragraphs (a), (b) and (c) above were accredited or
sophisticated and either received adequate information about the
registrant or had access, through their relationships with the
registrant, to such information.
Item 16. | Exhibits and financial statement schedules |
(a)The following exhibits are filed herewith:
Previously Filed |
Filed |
|||||||||||||||
Number | Exhibit | Form | File No. | Filing Date | Exhibit | Herewith | ||||||||||
1 | .1 | Form of Underwriting Agreement. | S-1 | 333-173440 | May 18, 2011 | 1 | .1 | |||||||||
3 | .1 | Amended and Restated Certificate of Incorporation, as currently in effect. | S-1 | 333-173440 | June 10, 2011 | 3 | .1 | |||||||||
3 | .2 | Amended and Restated Bylaws, as currently in effect. | S-1 | 333-173440 | May 18, 2011 | 3 | .2 | |||||||||
3 | .3 | Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering. | S-1 | 333-173440 | May 18, 2011 | 3 | .3 | |||||||||
3 | .4 | Form of Amended and Restated Bylaws, to be in effect upon completion of this offering. | S-1 | 333-173440 | May 18, 2011 | 3 | .4 |
II-3
Previously Filed |
Filed |
|||||||||||||||
Number | Exhibit | Form | File No. | Filing Date | Exhibit | Herewith | ||||||||||
4 | .1 | Specimen Stock Certificate representing Class A common stock. | S-1 | 333-173440 | June 10, 2011 | 4 | .1 | |||||||||
4 | .2 | Amended and Restated Investors Rights Agreement dated April 21, 2011, among the Registrant and the Registrants securityholders listed therein. | S-1 | 333-173440 | May 18, 2011 | 4 | .2 | |||||||||
4 | .3 | Preferred Stock Purchase Warrant issued December 30, 2008 by KiOR, Inc. to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | April 11, 2011 | 4 | .4 | |||||||||
4 | .4 | Preferred Stock Purchase Warrant issued January 27, 2010 by KiOR, Inc. to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | April 11, 2011 | 4 | .5 | |||||||||
4 | .5 | Preferred Stock Purchase Warrant issued January 27, 2010 by KiOR, Inc. to Leader Equity LLC. | S-1 | 333-173440 | April 11, 2011 | 4 | .6 | |||||||||
4 | .6 | Warrant to Purchase Stock issued March 17, 2010, by KiOR, Inc. to Silicon Valley Bank. | S-1 | 333-173440 | April 11, 2011 | 4 | .7 | |||||||||
4 | .7 | Form of Class A Common Stock Purchase Warrant issued July 28, 2010. | S-1 | 333-173440 | May 18, 2011 | 4 | .7 | |||||||||
4 | .8 | Loan and Security Agreement No. 1451, dated as of December 30, 2008, between KiOR, Inc. and Lighthouse Capital Partners VI, L.P. (the Loan 1451). | S-1 | 333-173440 | June 1, 2011 | 4 | .8 | |||||||||
4 | .9 | Amendment No. 1, dated as of February 28, 2011, to Loan 1451. | S-1 | 333-173440 | June 1, 2011 | 4 | .9 | |||||||||
4 | .10 | Amendment No. 2, dated as of April 12, 2011, to Loan 1451. | S-1 | 333-173440 | May 18, 2011 | 4 | .10 | |||||||||
4 | .11 | Loan and Security Agreement No. 1452, dated as of January 27, 2010, between KiOR, Inc. and Lighthouse Capital Partners VI, L.P., as Agent (the Loan 1452). | S-1 | 333-173440 | June 1, 2011 | 4 | .11 | |||||||||
4 | .12 | Amendment No. 1, dated as of June 30, 2010, to Loan 1452. | S-1 | 333-173440 | May 18, 2011 | 4 | .12 | |||||||||
4 | .13 | Amendment No. 2, dated as of February 28, 2011, to Loan 1452. | S-1 | 333-173440 | June 1, 2011 | 4 | .13 | |||||||||
4 | .14 | Amendment No. 3, dated as of April 12, 2011, to Loan 1452. | S-1 | 333-173440 | May 18, 2011 | 4 | .14 | |||||||||
4 | .15 | Preferred Stock Purchase Warrant issued June 6, 2011 to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | June 10, 2011 | 4 | .15 | |||||||||
4 | .16 | Preferred Stock Purchase Warrant issued June 6, 2011 to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | June 10, 2011 | 4 | .16 | |||||||||
4 | .17 | Preferred Stock Purchase Warrant issued June 6, 2011 to Leader Lending, LLC. | S-1 | 333-173440 | June 10, 2011 | 4 | .17 | |||||||||
5 | .1 | Form of Opinion of Baker Botts L.L.P. | S-1 | 333-173440 | June 10, 2011 | 5 | .1 |
II-4
Previously Filed |
Filed |
|||||||||||||||
Number | Exhibit | Form | File No. | Filing Date | Exhibit | Herewith | ||||||||||
10 | .1 | Loan Agreement, dated as of March 17, 2011, between KiOR Columbus LLC and the Mississippi Development Authority. | S-1 | 333-173440 | April 11, 2011 | 10 | .1 | |||||||||
10 | .2 | Purchase Money Security Agreement dated March 17, 2011, between KiOR Columbus LLC and the Mississippi Development Authority. | S-1 | 333-173440 | April 11, 2011 | 10 | .2 | |||||||||
10 | .3 | Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | April 11, 2011 | 10 | .3 | |||||||||
10 | .4 | Form of Option Award Agreement under the Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | April 11, 2011 | 10 | .4 | |||||||||
10 | .5 | Form of Stock Award Agreement under the Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | April 11, 2011 | 10 | .5 | |||||||||
10 | .6 | Form of 409A Option Award Agreement under the Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | June 1, 2011 | 10 | .6 | |||||||||
10 | .7 | Form of 2011 Long-Term Incentive Plan. | S-1 | 333-173440 | June 10, 2011 | 10 | .7 | |||||||||
10 | .8 | Form of Indemnification Agreement. | S-1 | 333-173440 | May 18, 2011 | 10 | .8 | |||||||||
10 | .9 | Memorandum of Understanding, dated as of April 14, 2011, among KiOR, Inc., KiOR Columbus, LLC, Lowndes County, Mississippi, the Lowndes County Port Authority and the City of Columbus, Mississippi. | S-1 | 333-173440 | May 18, 2011 | 10 | .9 | |||||||||
10 | .10 | Hydrogen On-Site Supply Agreement, dated as of December 10, 2010, by and between Matheson Tri-Gas, Inc. and KiOR, Inc. | S-1 | 333-173440 | May 18, 2011 | 10 | .10 | |||||||||
10 | .11** | Feedstock Supply Agreement, dated as of May 27, 2011, between Catchlight Energy LLC and KiOR Columbus LLC. | S-1 | 333-173440 | June 10, 2011 | 10 | .11 | |||||||||
21 | .1 | Subsidiaries. | S-1 | 333-173440 | May 18, 2011 | 21 | ||||||||||
23 | .1 | Consent of PricewaterhouseCoopers LLP. | S-1 | 333-173440 | June 10, 2011 | 23 | .1 | |||||||||
23 | .2* | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). | S-1 | |||||||||||||
23 | .3 | Consent of TIAX LLC. | S-1 | 333-173440 | April 11, 2011 | 23 | .3 | |||||||||
24 | .1 | Power of Attorney | S-1 | 333-173440 | April 11, 2011 | 24 | .1 | |||||||||
99 | .1** | Engineering, Procurement Services and Construction Agreement, dated as of January 5, 2011, between Kellogg Brown & Root LLC and KiOR Columbus, LLC. | S-1 | X |
II-5
* | To be filed by amendment. |
** | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC. |
| Management contracts or compensatory plans or arrangements. |
Agreements with respect to certain of the Registrants
long-term debt are not filed as Exhibits hereto inasmuch as the
debt authorized under any such agreement does not exceed 10% of
the Registrants total assets. The Registrant agrees to
furnish a copy of each such agreement to the SEC upon request.
Item 17. | Undertakings |
The undersigned Registrant hereby undertakes:
(a)Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described in Item 14, or otherwise, the
Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(b)To provide to the underwriters at the closing specified in
the underwriting agreement, certificates in such denominations
and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
(c)For purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon
Rule 430A and contained in the form of prospectus filed by
the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(d)For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of
Texas, on the 13th day of June, 2011.
KiOR, Inc.
By: |
/s/ Fred
Cannon
|
Fred Cannon
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities indicated on the
13th day of June, 2011.
Signature | Title | |||
/s/ Fred
Cannon Fred Cannon |
President, Chief Executive Officer and Director (Principal Executive Officer) |
|||
/s/ John
H. Karnes John H. Karnes |
Chief Financial Officer (Principal Financial Officer) |
|||
/s/ George
E. Staggs George E. Staggs |
Controller and Treasurer (Principal Accounting Officer) |
|||
* Ralph Alexander |
Director | |||
* Jagdeep Singh Bachher |
Director | |||
* Samir Kaul |
Director | |||
* John Melo |
Director | |||
* Paul OConnor |
Director | |||
* William Roach |
Director |
II-7
Signature | Title | |||
* Gary L. Whitlock |
Director | |||
*By: |
/s/ Christopher
A. Artzer Christopher A. Artzer Attorney-in-Fact |
II-8
EXHIBIT INDEX
Previously Filed |
Filed |
|||||||||||||||
Number | Exhibit | Form | File No. | Filing Date | Exhibit | Herewith | ||||||||||
1 | .1 | Form of Underwriting Agreement. | S-1 | 333-173440 | May 18, 2011 | 1 | .1 | |||||||||
3 | .1 | Amended and Restated Certificate of Incorporation, as currently in effect. | S-1 | 333-173440 | June 10, 2011 | 3 | .1 | |||||||||
3 | .2 | Amended and Restated Bylaws, as currently in effect. | S-1 | 333-173440 | May 18, 2011 | 3 | .2 | |||||||||
3 | .3 | Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering. | S-1 | 333-173440 | May 18, 2011 | 3 | .3 | |||||||||
3 | .4 | Form of Amended and Restated Bylaws, to be in effect upon completion of this offering. | S-1 | 333-173440 | May 18, 2011 | 3 | .4 | |||||||||
4 | .1 | Specimen Stock Certificate representing Class A common stock. | S-1 | 333-173440 | June 10, 2011 | 4 | .1 | |||||||||
4 | .2 | Amended and Restated Investors Rights Agreement dated April 21, 2011, among the Registrant and the Registrants securityholders listed therein. | S-1 | 333-173440 | May 18, 2011 | 4 | .2 | |||||||||
4 | .3 | Preferred Stock Purchase Warrant issued December 30, 2008 by KiOR, Inc. to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | April 11, 2011 | 4 | .4 | |||||||||
4 | .4 | Preferred Stock Purchase Warrant issued January 27, 2010 by KiOR, Inc. to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | April 11, 2011 | 4 | .5 | |||||||||
4 | .5 | Preferred Stock Purchase Warrant issued January 27, 2010 by KiOR, Inc. to Leader Equity LLC. | S-1 | 333-173440 | April 11, 2011 | 4 | .6 | |||||||||
4 | .6 | Warrant to Purchase Stock issued March 17, 2010, by KiOR, Inc. to Silicon Valley Bank. | S-1 | 333-173440 | April 11, 2011 | 4 | .7 | |||||||||
4 | .7 | Form of Class A Common Stock Purchase Warrant issued July 28, 2010. | S-1 | 333-173440 | May 18, 2011 | 4 | .7 | |||||||||
4 | .8 | Loan and Security Agreement No. 1451, dated as of December 30, 2008, between KiOR, Inc. and Lighthouse Capital Partners VI, L.P. (the Loan 1451). | S-1 | 333-173440 | June 1, 2011 | 4 | .8 | |||||||||
4 | .9 | Amendment No. 1, dated as of February 28, 2011, to Loan 1451. | S-1 | 333-173440 | June 1, 2011 | 4 | .9 | |||||||||
4 | .10 | Amendment No. 2, dated as of April 12, 2011, to Loan 1451. | S-1 | 333-173440 | May 18, 2011 | 4 | .10 | |||||||||
4 | .11 | Loan and Security Agreement No. 1452, dated as of January 27, 2010, between KiOR, Inc. and Lighthouse Capital Partners VI, L.P., as Agent (the Loan 1452). | S-1 | 333-173440 | June 1, 2011 | 4 | .11 | |||||||||
4 | .12 | Amendment No. 1, dated as of June 30, 2010, to Loan 1452. | S-1 | 333-173440 | May 18, 2011 | 4 | .12 | |||||||||
4 | .13 | Amendment No. 2, dated as of February 28, 2011, to Loan 1452. | S-1 | 333-173440 | June 1, 2011 | 4 | .13 | |||||||||
4 | .14 | Amendment No. 3, dated as of April 12, 2011, to Loan 1452. | S-1 | 333-173440 | May 18, 2011 | 4 | .14 |
II-9
Previously Filed |
Filed |
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Number | Exhibit | Form | File No. | Filing Date | Exhibit | Herewith | ||||||||||
4 | .15 | Preferred Stock Purchase Warrant issued June 6, 2011 to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | June 10, 2011 | 4 | .15 | |||||||||
4 | .16 | Preferred Stock Purchase Warrant issued June 6, 2011 to Lighthouse Capital Partners VI, L.P. | S-1 | 333-173440 | June 10, 2011 | 4 | .16 | |||||||||
4 | .17 | Preferred Stock Purchase Warrant issued June 6, 2011 to Leader Lending, LLC. | S-1 | 333-173440 | June 10, 2011 | 4 | .17 | |||||||||
5 | .1 | Form of Opinion of Baker Botts L.L.P. | S-1 | 333-173440 | June 10, 2011 | |||||||||||
10 | .1 | Loan Agreement, dated as of March 17, 2011, between KiOR Columbus LLC and the Mississippi Development Authority. | S-1 | 333-173440 | April 11, 2011 | 10 | .1 | |||||||||
10 | .2 | Purchase Money Security Agreement dated March 17, 2011, between KiOR Columbus LLC and the Mississippi Development Authority. | S-1 | 333-173440 | April 11, 2011 | 10 | .2 | |||||||||
10 | .3 | Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | April 11, 2011 | 10 | .3 | |||||||||
10 | .4 | Form of Option Award Agreement under the Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | April 11, 2011 | 10 | .4 | |||||||||
10 | .5 | Form of Stock Award Agreement under the Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | April 11, 2011 | 10 | .5 | |||||||||
10 | .6 | Form of 409A Option Award Agreement under the Amended and Restated 2007 Stock Option/Stock Issuance Plan. | S-1 | 333-173440 | June 1, 2011 | 10 | .6 | |||||||||
10 | .7 | Form of 2011 Long-Term Incentive Plan. | S-1 | 333-173440 | June 10, 2011 | 10 | .7 | |||||||||
10 | .8 | Form of Indemnification Agreement. | S-1 | 333-173440 | May 18, 2011 | 10 | .8 | |||||||||
10 | .9 | Memorandum of Understanding, dated as of April 14, 2011, among KiOR, Inc., KiOR Columbus, LLC, Lowndes County, Mississippi, the Lowndes County Port Authority and the City of Columbus, Mississippi. | S-1 | 333-173440 | May 18, 2011 | 10 | .9 | |||||||||
10 | .10 | Hydrogen On-Site Supply Agreement, dated as of December 10, 2010, by and between Matheson Tri-Gas, Inc. and KiOR, Inc. | S-1 | 333-173440 | May 18, 2011 | 10 | .10 | |||||||||
10 | .11** | Feedstock Supply Agreement, dated as of May 27, 2011, between Catchlight Energy LLC and KiOR Columbus LLC. | S-1 | 333-173440 | June 10, 2011 | 10 | .11 | |||||||||
21 | .1 | Subsidiaries. | S-1 | 333-173440 | May 18, 2011 | 21 | ||||||||||
23 | .1 | Consent of PricewaterhouseCoopers LLP. | S-1 | 333-173440 | June 10, 2011 | 23 | .1 | |||||||||
23 | .2* | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). | S-1 | |||||||||||||
23 | .3 | Consent of TIAX LLC. | S-1 | 333-173440 | April 11, 2011 | 23 | .3 | |||||||||
24 | .1 | Power of Attorney | S-1 | 333-173440 | April 11, 2011 | 24 | .1 |
II-10
Previously Filed |
Filed |
|||||||||||||||
Number | Exhibit | Form | File No. | Filing Date | Exhibit | Herewith | ||||||||||
99 | .1** | Engineering, Procurement Services and Construction Agreement, dated as of January 5, 2011, between Kellogg Brown & Root LLC and KiOR Columbus, LLC. | S-1 | X |
* | To be filed by amendment. | |
** | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC. | |
| Management contracts or compensatory arrangements. |
Agreements with respect to certain of the Registrants
long-term debt are not filed as Exhibits hereto inasmuch as the
debt authorized under any such agreement does not exceed 10% of
the Registrants total assets. The Registrant agrees to
furnish a copy of each such agreement to the SEC upon request.
II-11