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): October 17 18, 2022

Zymergen Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-40354	46-2942439
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5959 Horton Street, Suite 700

Emeryville CA 94608

(Address of Principal Executive Offices) (Zip Code)

(415) 801-8073

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

☒☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol		Name of each ~~exchangeon~~exchange on which registered
Common Stock, $0.001 par value per share		ZY		Nasdaq Global Select Market

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 ☒

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 5.07~~Introductory ~~Submission~~Note ~~of Matters to a Vote of Security Holders.~~

AsOn ~~previously~~October 19, ~~disclosed~~2022, Ginkgo Bioworks Holdings, Inc., a Delaware corporation (“Parent”), completed the previously announced acquisition of Zymergen Inc., a Delaware public benefit corporation (“Zymergen” or the “Company”), ~~entered~~pursuant ~~into~~to anthe Agreement and Plan of Merger, dated as of July 24, 2022 (the “Merger Agreement”), by and among ~~Ginkgo~~the ~~Bioworks Holdings~~Company, ~~Inc., a Delaware corporation (“~~Parent~~”),~~ and Pepper Merger Subsidiary Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”). ~~and~~Pursuant ~~Zymergen~~to (the “Merger Agreement”), ~~pursuant~~at tothe ~~which~~Effective Time, and upon the ~~satisfaction~~terms orand ~~waiver~~subject ofto the conditions ~~to closing~~ set forth therein, Merger Sub ~~will~~was ~~merge~~merged with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of ~~Ginkgo~~Parent (the “Merger”). OnCapitalized ~~October 17,~~terms ~~2022,~~used ~~Zymergen~~herein ~~held~~but anot ~~special~~otherwise ~~meeting~~defined ofhave ~~stockholders (~~the ~~“Special~~respective ~~Meeting”)~~meanings toset ~~consider~~forth ~~certain~~in ~~proposals relating to~~ the Merger Agreement. ~~Such proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 14, 2022.~~

AsItem ~~of the close of business on August 31, 2022, the record date for the Special Meeting, there were 104,355,336 shares of common stock, par value $0~~2.~~001~~01 ~~per~~Completion ~~share,~~ of ~~Zymergen~~Acquisition ~~(the~~or ~~“Company~~Disposition ~~Common Stock”) outstanding, each~~ of ~~which was entitled to one vote on each proposal at the Special Meeting~~Assets. At the Special Meeting, a total of 63,511,535 shares of Company Common Stock, representing approximately 60.86% of the outstanding shares of Company Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.

~~Set~~The ~~forth~~information ~~below~~set ~~are~~forth in the ~~proposals~~Introductory Note, Item 3.01, Item 5.01, Item 5.02, Item 5.03 and ~~the~~Item ~~action~~8.01 ~~taken~~of bythis ~~the~~Current ~~Company’s~~Report ~~stockholders~~on ~~with~~Form ~~respect~~8-K tois ~~each~~incorporated ~~proposal~~by atreference ~~the~~into ~~Special~~this ~~Meeting~~Item 2.01.

~~Proposal~~At ~~No. 1:~~the ~~Approval~~Effective Time, and as a result of the Merger: ~~Proposal~~

~~The~~• ~~Company’s~~each ~~stockholders~~share ~~approved~~of ~~the~~common ~~proposal~~stock, topar ~~adopt~~value ~~the Merger Agreement~~$0.001 ~~Approval~~per share, of the ~~Merger~~Company ~~Agreement~~(the ~~required~~“Company ~~the~~Common ~~affirmative~~Stock”), ~~vote~~issued ofand aoutstanding ~~majority~~immediately ofprior to the Effective Time, other than shares of(i) ~~Company~~held ~~Common~~by ~~Stock~~Zymergen ~~that~~as ~~were~~treasury ~~outstanding~~stock; ~~and~~(ii) ~~entitled~~owned toby ~~vote~~Parent or Merger Sub; or (iii) owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the ~~record~~Effective ~~date~~Time, was automatically cancelled, extinguished and converted into the right to receive 0.9179 ~~The~~of ~~voting~~a ~~results~~share ~~for~~of ~~this~~Parent ~~proposal~~Class ~~were~~A asCommon ~~follows:~~Stock (the “Merger Consideration”);

Votes For		Votes Against		Abstentions
63,444,153		54,865		12,517

•

each option to purchase shares of Company Common Stock (each, a “Company Option”), with an exercise price per share less than the Merger Consideration Value (as defined below) that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a number of shares of Parent Class A Common Stock equal to the Option Consideration Value (as defined below) with respect to such Company Option divided by the Parent Class A Share Price, and cash in lieu of any fractional share, without interest. “Option Consideration Value” means an amount, without interest, equal to the product of (i) the excess of (A) the Merger Consideration Value over (B) the exercise price per share of such Company Option, and (ii) the total number of Company Common Stock issuable upon exercise in full of such Company Option. “Merger Consideration Value” means an amount (rounded down to the nearest whole cent) equal to the product of (x) the Merger Consideration and (y) the Parent Class A Share Price. “Parent Class A Share Price” means the volume-weighted average price of Parent Class A Common Stock on the New York Stock Exchange for the period of five consecutive trading days ending on and including the second full trading day prior to the Effective Time;

~~Proposal~~• ~~No. 2:~~each ~~Approval~~Company ofOption with an exercise price per share equal to or greater than the ~~Adjournment~~Merger ~~Proposal~~Consideration Value was cancelled for no consideration;

~~The~~• ~~proposal~~each tooutstanding ~~approve~~award ~~the adjournment~~ of ~~the~~Company ~~Special~~restricted ~~Meeting~~stock tounits a(“Company ~~later~~RSUs”) ~~date~~outstanding oras ~~dates,~~of ifimmediately ~~necessary,~~prior to ~~solicit~~the ~~additional~~Effective ~~proxies~~Time ifthat ~~there~~was ~~were~~vested ~~insufficient~~(including ~~votes~~after togiving ~~adopt~~effect ~~the~~to ~~Merger~~any ~~Agreement~~acceleration atof ~~the~~vesting ~~time~~to ofwhich the ~~Special~~Company ~~Meeting,~~RSU was ~~approved,~~entitled ~~but~~as ~~the~~of ~~adjournment~~immediately ofprior to the ~~Special~~Effective ~~Meeting~~Time as disclosed to Parent) was ~~not~~cancelled ~~necessary~~and asconverted into and became a right to receive the Merger Consideration for each such Company’s ~~stockholders~~RSU ~~approved~~and ~~the~~cash ~~adoption~~in lieu of ~~the~~any ~~Merger~~fractional ~~Agreement.~~share, without interest;

Votes For		Votes Against		Abstentions
62,409,625		329,630		772,280

•

each Company RSU outstanding as of immediately prior to the Effective Time that was unvested was cancelled and converted into a restricted stock unit award of Parent (such restricted stock units, “Parent RSUs”) with respect to the number of shares of Parent Class A Common Stock that is equal to the product of (i) the number of shares of Company Common Stock subject to such unvested Company RSU as of

~~Additional~~immediately ~~Information~~prior to the Effective Time, and ~~Where~~(ii) the Merger Consideration, rounded down to ~~Find~~the Itnearest whole share, which such Parent RSU will be subject to the same vesting terms and conditions applicable to the Company RSU to which it relates as of immediately prior to the Effective Time, including any applicable vesting acceleration provisions in connection with such holder’s termination of employment or service, but otherwise will be subject to the terms and conditions of the Parent’s 2021 Incentive Award Plan; and

~~This~~• ~~communication~~each isshare ~~being made in respect~~ of ~~the proposed transaction involving the~~ Company, ~~Parent,~~Common ~~and~~Stock ~~Merger Sub. Parent has filed with the SEC a registration statement on Form S-4~~ that ~~included~~was a(i) ~~proxy~~held ~~statement~~by of the Company ~~and~~as ~~that~~treasury ~~also~~stock; ~~constituted~~(ii) aowned ~~prospectus~~by of Parent. ~~The~~or ~~Company has filed with the SEC a definitive proxy statement and other relevant documents in connection with the proposed~~ Merger. ~~The~~Sub; ~~Company and Parent may also file other relevant documents with the SEC regarding the Merger. This document is not a substitute for the proxy statement/prospectus~~ or ~~registration~~(iii) ~~statement~~owned orby any ~~other~~direct ~~document~~or ~~that~~indirect ~~the~~wholly-owned ~~Company~~Subsidiary orof Parent ~~has filed with the SEC. The definitive proxy statement has been sent~~ or ~~given~~Merger toSub ~~the~~as ~~stockholders~~ of ~~the~~immediately ~~Company~~prior and contains important information about the proposed transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors and security holders are able to ~~obtain free copies of~~ the ~~registration~~Effective ~~statement~~Time ~~and~~was ~~proxy~~automatically ~~statement/prospectus~~cancelled and ~~other~~extinguished ~~documents~~without ~~containing~~any ~~important~~conversion ~~information~~thereof about the Company, Parent and the Merger, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge on the Company’s website at https://investors.zymergen.com or byconsideration ~~contacting~~paid ~~the Company’s Investor Relations department by email at investors@zymergen~~therefor.com. Copies of the documents filed with the SEC by Parent are available free of charge on Parent’s website at https://investors.ginkgobioworks.com or by contacting Parent’s Investor Relations department by email at investors@ginkgobioworks.com.

NoThe ~~Offer~~foregoing Ordescription ~~Solicitation~~of the Merger Agreement and the transactions contemplated thereby including the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to Zymergen’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on July 25, 2022, the terms of which are incorporated herein by reference.

~~This~~Item ~~communication~~2.05 isCosts ~~not~~Associated ~~intended~~with toExit ~~and shall not constitute an offer to buy~~ or ~~sell~~Disposal or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdictionActivities. ~~No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.~~

~~Forward~~On ~~Looking~~October 18, ~~Statements~~2022, the Company announced a further reduction in force (the “October 2022 Reduction in Force”) that is expected to result in the termination of approximately 110 employees. The Company estimates it will incur cash-based severance costs of approximately $7.9 million related to the October 2022 Reduction in Force and an aggregate of approximately $15.3 million in cash-based severance costs when combined with the initial reductions in force that were announced on July 25, 2022 and August 25, 2022. The Company also expects to incur stock-based compensation and employee restructuring costs related to the October 2022 Reduction in Force, the amount of which has not yet been estimated.

~~This~~Item ~~communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended~~3.01 ~~You~~Notice ~~can generally identify forward-looking statements by the use~~ of ~~forward-looking~~Delisting terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or ~~“will,”~~Failure or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s and Parent’s control. Statements in this communication regarding the Company, Parent and the combined company that are forward-looking, including projections as to ~~the~~Satisfy anticipated benefits of the Merger, the impact of the Merger on the Company’s and Parent’s businesses and future financial and operating results, the amount and timing of synergies from the Merger, and the aggregate amount of indebtedness of the combined company following the closing of the Merger are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond the Company’s and Parent’s control. These factors include, among other things, general economic and business conditions; changes in global, political, economic, business, competitive, market and regulatory forces; judicial decisions; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; litigation and the ability of the combined company to protect its intellectual property rights; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond the Company’s and Parent’s control. Additional information concerning these risks, uncertainties and assumptions can be found in the Company’s and Parent’s respective filings with the SEC, including the risk factors discussed in the Company’s most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q, in Parent’s most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and in each company’s future filings with the SEC. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a ~~condition~~Continued toListing ~~the~~Rule closing the proposed acquisition may not be satisfied; Parent is unable to achieve the synergies and value creation contemplated by the proposed acquisition; Parent is unable to promptly and effectively integrate the Company’s businesses; management’s time and attention is diverted on transaction related issues; disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships; legal proceedings are instituted against the Company, Parent or ~~the combined company~~Standard; ~~the~~Transfer ~~Company, Parent or the combined company is unable to retain key personnel; and the announcement or the consummation~~ of ~~the proposed acquisition has a negative effect on the market price of the capital stock of the Company or Parent or on the Company’s or Parent’s operating results~~Listing. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of the Company or Parent. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the Merger and/or the Company or Parent, Parent’s ability to successfully complete the Merger and/or realize the expected benefits from the Merger. You are cautioned not to rely on the Company’s and Parent’s forward-looking statements. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Neither the Company nor Parent assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, in connection with the consummation of the Merger, Zymergen notified the Nasdaq Stock Market (“NASDAQ”) that the Merger had been consummated and requested that the trading of the shares of Company Common Stock on NASDAQ be suspended on the same day and that the listing of the shares of Company Common Stock on the NASDAQ be withdrawn on that day. In addition, Zymergen requested that NASDAQ file with the SEC a notification on Form 25 to report the delisting of its shares from NASDAQ and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Zymergen intends to file with the SEC a Form 15 requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change of control of Zymergen occurred and Zymergen became an indirect, wholly owned subsidiary of Parent.

Item 5.02

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

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Jay Flatley, Sandra Peterson, Steven Chu, Zach Serber, Travis Murdoch, Matt Ocko, Rohit Sharma and Christine Gorjanc, each a director of Zymergen as of immediately prior to the Effective Time, ceased to be a director of Zymergen, as the surviving entity of the Merger. At the Effective Time, pursuant to the terms of the Merger Agreement, each of Jason Berndt, Austin Che and Anna Marie Wagner became a director of Zymergen, as the surviving entity of the Merger.

In connection with the October 2022 Reduction in Force, each of Jay Flatley and Enakshi Singh, the Company’s Acting Chief Executive Officer and Chief Financial Officer, respectively, will cease service as officers of the Company effective as of October 18, 2022 and November 1, 2022, respectively, and are expected to remain as employees of the Company for a two-month notice period thereafter. In connection with her separation from employment and subject to her execution and non-revocation of a general release of claims, Ms. Singh will be entitled to (i) payment of a cash amount equal to 12 months of her base salary, plus 100% of her target annual bonus, (ii) continued payment of the company portion of the premiums required for continued healthcare coverage for Ms. Singh and her eligible dependents for up to 12 months, and (iii) full vesting of all of her outstanding equity awards; provided that such payments will be reduced by amounts paid during the notice period. Mr. Flatley will not receive any additional payment in connection with his separation from employment following the notice period.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

In connection with the completion of the Merger, on the Closing Date, Zymergen filed with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Zymergen’s certificate of incorporation was amended and restated in its entirety as the certificate of incorporation in the form set forth in Exhibit A to the Merger Agreement. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of Zymergen as the surviving entity. Copies of Zymergen’s amended and restated certificate of incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01

Other Events

On October 19, 2022, Ginkgo and Zymergen issued a joint press release announcing completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of July 24, 2022, by and among Zymergen Inc., a Delaware public benefit corporation, Ginkgo Bioworks Holdings, Inc., a Delaware corporation, and Pepper Merger Subsidiary Inc., a Delaware corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 25, 2022).

3.1		Sixth Amended and Restated Certificate of Incorporation of Zymergen Inc.

3.2		Second Amended and Restated Bylaws of Zymergen Inc.

99.1		Joint Press Release, dated October 19, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Zymergen Inc.
Date: October 17, 2022	By:	/s/ Enakshi Singh
Date: October 19, 2022	By:	/s/ Enakshi Singh
		Name: Enakshi Singh
	Name:	Enakshi Singh
		Title: Chief Financial Officer
	Title:	Chief Financial Officer

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