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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~December 28, 2017~~

Date of Report (Date of earliest event reported): January 8, 2018

TerraVia Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~001-35189~~	001-35189	~~33-1077078~~	33-1077078
(State or other jurisdiction ofincorporation)	(CommissionFile Number)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
225 Gateway Boulevard
South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)


225 Gateway Boulevard
South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 780-4777

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(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company	o
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.		o

Emerging Growth Company ☐

~~Item~~If ~~7.01 Regulation~~an FDemerging growth ~~Disclosure~~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. ☐

OnItem December 28, 2017, TerraVia Holdings, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed, in accordance with the Federal Rules of Bankruptcy Procedures and the Office of the United States Trustee's Financial Reporting Requirements for Chapter 11 Cases, a consolidated and unaudited monthly operating report (the “Monthly Operating Report”) for the period November 1, 2017 through November 30, 2017 with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in the Debtors’ jointly administered cases (In re TerraVia Holdings, Inc.~~, et~~03. ~~al., Case Number 17-11655) (the “Chapter 11 Cases”) under title 11 of the United States Code (the “~~Bankruptcy ~~Code”).~~or ~~A copy of the Monthly Operating Report is contained in the attached Exhibit 99~~Receivership.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the Exhibits hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed herein.

~~Cautionary~~Confirmation ~~Statements~~of ~~Regarding~~Amended ~~Financial~~Plan ~~and~~of ~~Other Data~~Liquidation

~~The~~As ~~Company~~previously ~~cautions~~disclosed, ~~investors~~on ~~and~~August 2, ~~potential~~2017 ~~investors~~(the ~~not~~“Petition toDate”), ~~place~~TerraVia ~~undue~~Holdings, ~~reliance~~Inc. ~~upon~~(“TerraVia” or the “Company”) ~~information~~and ~~contained~~certain inof ~~the~~its ~~Monthly~~subsidiaries ~~Operating~~(collectively ~~Report~~with TerraVia, ~~which~~the ~~was~~“Debtors”) ~~not~~filed ~~prepared~~voluntary ~~for~~petitions (the ~~purpose~~“Bankruptcy ofPetitions,” ~~providing~~and the ~~basis~~cases ~~for~~commenced anthereby, ~~investment~~the ~~decision~~“Chapter ~~relating~~11 toCases”) ~~any~~under chapter 11 of ~~the~~title ~~securities~~11 of the ~~Company.~~United ~~The~~States ~~Monthly~~Code ~~Operating~~(the ~~Report~~“Bankruptcy ~~has~~Code”) ~~been~~in ~~prepared~~the ~~solely~~United States Bankruptcy Court for the ~~purpose~~District of ~~complying~~Delaware ~~with~~ (the ~~reporting~~“Court”). On ~~requirements~~October 31, of2017, the Company filed its proposed combined disclosure statement and isplan inof liquidation (the “Plan) and a ~~format~~motion ~~acceptable~~seeking ~~to,~~an order confirming the ~~Federal~~Plan ~~Rules~~with ofthe Bankruptcy ~~Procedures~~Court. On ~~and~~November 16, 2017, the ~~Office~~Company filed an amended proposed combined disclosure statement and plan of liquidation with the ~~United~~Bankruptcy ~~States~~Court ~~Trustee's~~and ~~Financial~~on ~~Reporting~~and ~~Requirements~~January 4, ~~for~~2018, ~~Chapter~~the 11Company ~~Cases.~~filed ~~The~~a ~~Monthly~~further ~~Operating~~amended ~~Report is~~proposed ~~limited~~combined indisclosure ~~scope~~statement and ~~only~~plan ~~covers~~of aliquidation ~~limited~~with ~~time~~the ~~period~~Bankruptcy Court (the Plan, as amended, the “Amended Plan”).

~~The~~On ~~financial~~January 8, ~~statements~~2018, infollowing ~~the~~a ~~Monthly~~confirmation ~~Operating~~hearing ~~Report~~held ~~were~~on ~~not~~January 8, ~~audited~~2018, orthe ~~reviewed~~Bankruptcy byCourt ~~independent~~entered ~~accountants~~an order ~~and~~confirming ~~were not prepared in accordance with accounting principles generally accepted in~~ the ~~United~~Amended ~~States~~Plan ~~of America~~ (~~GAAP). The Monthly Operating Report presents condensed financial information of~~ the ~~Debtors~~“Confirmation ~~on a consolidated basis~~Order”).

~~There~~The ~~can~~Amended bePlan nogenerally ~~assurance~~provides ~~that,~~for ~~from~~ the ~~perspective~~payment in full of timely anfiled ~~investor~~and orundisputed ~~potential~~Other ~~investor~~Secured inClaims, ~~the~~Other ~~Company’s~~Priority ~~securities~~Claims, ~~the~~and ~~Monthly~~SVB ~~Operating~~Facility ~~Report~~Claims is(each, ~~complete.~~as ~~The~~defined ~~Monthly~~in ~~Operating~~the ~~Report~~Amended ~~may~~Plan) be(collectively, ~~subject~~“Unimpaired Claims”), up to ~~future~~payment ~~adjustment~~in ~~and~~full ~~reconciliation.~~of ~~The~~Convenience ~~Monthly~~Claims ~~Operating~~(as ~~Report~~defined ~~also~~in ~~contains~~the Amended ~~information~~Plan) ~~for~~of ~~periods~~not ~~that~~more ~~are~~than ~~shorter~~$20,000, orwith ~~otherwise~~General ~~different~~Unsecured ~~from~~Claims ~~those~~(as ~~required~~defined in ~~reports~~the ~~pursuant~~Amended Plan) to ~~the~~be ~~Securities~~paid ~~Exchange~~their ~~Act~~pro ofrata ~~1934,~~share asof ~~amended (~~the ~~“Exchange~~assets ~~Act”),~~remaining ~~and~~after ~~such~~payment ~~information~~of ~~might~~the ~~not~~Unimpaired beClaims, ~~indicative~~the ofConvenience ~~the~~Claims ~~Company’s~~and ~~financial~~certain ~~condition~~other oramounts. Claims ~~operating~~under ~~results~~Section 510(b) ~~for~~of the ~~period~~Bankruptcy ~~that~~Code ~~would~~will be ~~reflected~~cancelled inon ~~financial~~the ~~statements~~effective ordate inof ~~its~~the ~~reports~~Amended ~~pursuant~~Plan toand ~~the~~Interests ~~Exchange~~in ~~Act.~~the ~~The~~Subsidiary ~~information~~Debtors ~~set~~(as ~~forth~~defined in the ~~Monthly~~Amended ~~Operating~~Plan), ~~Report~~at ~~should~~the ~~not~~option of the Debtors, shall be ~~viewed~~Reinstated (as defined ~~indicative~~in ofthe ~~future~~Amended ~~results~~Plan) or cancelled.

~~Limitation~~In addition, upon the effective date of the Amended Plan, all Existing Equity Interests (as defined in the Amended Plan) shall be cancelled and released without any distribution or retention of any property on ~~Incorporation~~account byof ~~Reference~~such Interests.

InThe ~~accordance~~Amended ~~with~~Plan ~~General~~is ~~Instruction~~not Byet effective.2 ofIn ~~Form~~accordance ~~8-K,~~with the ~~information~~Amended inPlan, ~~this~~the ~~Item~~Amended ~~7.01~~Plan iswill ~~being~~become ~~furnished~~effective ~~for~~upon ~~informational~~the ~~purposes~~satisfaction ~~only~~or waiver ~~and~~of ~~shall~~certain ~~not~~conditions beprecedent. ~~deemed~~The ~~“filed”~~Company ~~for~~currently ~~purposes~~anticipates ofthat ~~Section~~the 18effective date of the ~~Exchange~~Amended ~~Act,~~Plan orwill ~~otherwise~~occur ~~subject~~in to the ~~liabilities~~first quarter of ~~that~~2018. ~~section,~~On ~~nor shall such information be deemed incorporated by reference in any filing under~~ the ~~Securities~~effective ~~Act~~date of ~~1933,~~the asAmended ~~amended~~Plan, ~~except~~all asassets ~~otherwise expressly stated in such filing. The filing~~ of ~~this~~the ~~Form~~Company ~~8-K~~will ~~shall not~~ be ~~deemed~~administered by anEmerald ~~admission~~Capital asAdvisors toCorp, ~~the~~who ~~materiality~~will ofbecome ~~any~~the ~~information~~post-confirmation ~~herein~~plan ~~that~~administrator, isas ~~required~~further todescribed bein ~~disclosed~~the ~~solely~~Amended ~~by Regulation FD~~Plan.

~~Cautionary~~The foregoing ~~Statement~~description ~~Regarding~~of ~~Forward-Looking~~the ~~Statements~~Amended Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The full text of the Amended Plan is also available on the website of Kurtzman Carson Consultants LLC, the Company’s claims agent, at www.kccllc.net/TerraVia. Additionally, a copy of the Confirmation Order is filed as Exhibit 99.1 hereto.

~~This~~Share Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as Information

aAs ~~result~~ of October 31, ~~many~~2017, ~~factors that may be outside~~ the Company’s ~~control.~~had ~~Such factors include~~108,510,762 ~~without~~shares ~~limitation: (i) the ability~~ of ~~the~~common ~~Company~~stock ~~to develop~~outstanding, ~~prosecute~~1, ~~confirm~~753,656 ~~and~~restricted ~~consummate~~stock aawards ~~chapter~~issued 11and ~~plan~~outstanding, inand ~~the Chapter~~ 11,885,800 ~~Cases;~~shares ~~(ii)~~underlying ~~the~~stock ~~Company’s~~options ~~ability~~that toare ~~obtain~~issued ~~Bankruptcy~~and ~~Court~~outstanding. ~~approval~~No ~~with~~shares ~~respect~~of tocommon stock ~~motions~~are inreserved ~~the~~for ~~Chapter~~future 11issuance ~~Cases;~~in ~~(iii)~~respect ~~risks~~of ~~associated~~claims ~~with~~and ~~third~~interests ~~parties~~filed ~~seeking~~ and ~~obtaining~~allowed ~~Bankruptcy~~under ~~Court approval for~~ the ~~appointment~~Amended ofPlan. aIn ~~chapter~~its 11most ~~trustee~~recent ormonthly ~~conversion~~operating ofreport ~~the~~filed ~~Chapter~~with ~~11 Cases to cases under chapter 7 of~~ the Bankruptcy ~~Code;~~Court ~~and~~on ~~(iv)~~December 28, 2017, the ~~potential~~Company ~~adverse~~reported ~~impact~~total assets of ~~the~~$50,505,208 ~~Chapter~~and 11total ~~Cases~~liabilities onof ~~the~~$184,960,540 ~~Company’s~~as ~~liquidity~~of orNovember 30, ~~results~~2017. ~~This list is not intended to be exhaustive.~~

~~The~~Item Company’s informational filings with the Bankruptcy Court, including the Monthly Operating Report and additional information about the Chapter 11 Cases, are available to the public at the office of the Clerk of the Bankruptcy Court, 824 North Market St8.~~, 3rd Floor, Wilmington, DE, 19801~~01. ~~Such~~Other ~~informational filings may be available electronically, for a fee, through the Bankruptcy Court’s website (www~~Events.~~deb.uscourts.gov), and/or free of cost, at the website maintained by the Debtors' Bankruptcy Court-approved noticing agent (www.kccllc.net/TerraVia).~~

~~Item~~On 9December 18, 2017, the Board of Directors of the Company appointed John Madden of Emerald Capital Advisors Corp.~~01 Financial~~ ~~Statements~~as the plan administrator pursuant to the Amended Plan, upon the effective date of the Amended Plan. Accordingly, upon the effective date of the Amended Plan, John Madden of Emerald Capital Advisors Corp. will be the sole officer and/or ~~Exhibits~~responsible person pursuant to the Amended Plan. Further, upon the effective date of the Amended Plan, TerraVia shall issue one share of common stock in Liquidating TerraVia (as defined in the Amended Plan) to the Plan Administrator.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

~~Exhibit~~(d) NoExhibits. ~~Description~~

99.1 TerraVia Holdings, Inc. Monthly Operating Report, filed with the United States Bankruptcy Court for the District of Delaware on December 28, 2017


Exhibit No.		Description

2.1		Combined Disclosure Statement and Plan of Liquidation of the Company.

99.1		Findings of Fact, Conclusions of Law, and Order Confirming Combined Disclosure Statement and Chapter 11 Plan Of Liquidation, as entered by the Bankruptcy Court on January 8, 2018.

~~SIGNATURES~~Cautionary Statement Regarding Forward-Looking Statements

~~Pursuant~~This toCurrent Report on Form 8-K and Exhibits 2.1 and 99.1 hereto may contain forward-looking statements within the ~~requirements~~meaning of the Private Securities ~~Exchange~~Litigation Reform Act of ~~1934,~~1995 with respect to the ~~registrant~~Company’s ~~has~~financial ~~duly~~condition, ~~caused~~results ~~this~~of ~~report~~operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to bematters ~~signed~~that onare not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Company believes there is a reasonable basis for its ~~behalf~~expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the ~~undersigned~~Company’s ~~hereunto~~control. ~~duly~~Such ~~authorized~~factors include, without limitation: (i) the ability of the Company to develop, prosecute, confirm, and consummate a chapter 11 plan in the Chapter 11 Cases; (ii) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases; (iii) risks associated with third parties seeking and obtaining Bankruptcy Court approval for the appointment of a chapter 11 trustee or conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code; and (iv) the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity or results. This list is not intended to be exhaustive.

The Company’s informational filings with the Bankruptcy Court, including additional information about the Chapter 11 Cases, are available to the public at the office of the Clerk of the Bankruptcy Court, 824 North Market St., 3^rd Floor, Wilmington, DE, 19801. Such informational filings may be available electronically, for a fee, through the Bankruptcy Court’s website (www.deb.uscourts.gov), and/or free of cost, at the website maintained by the Debtors’ Bankruptcy Court-approved noticing agent (www.kccllc.net/TerraVia).

~~EXHIBIT~~SIGNATURES ~~INDEX~~

~~Exhibit~~Pursuant Noto 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. ~~Description~~

99.1 TerraVia Holdings, Inc. Monthly Operating Report, filed with the United States Bankruptcy Court for the District of Delaware on December 28, 2017

TerraVia Holdings, Inc.

December 29, 2017

/s/ Paul Quinlan

Paul Quinlan

General Counsel

Filing Compare · TerraVia Holdings, Inc.