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): September 1528, 2017

TerraVia Holdings, Inc.

(Exact name of registrant as specified in its charter)




Delaware	001-35189		33-1077078
(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)

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

Item 5.02 Departure of Certain Officers.

On September 28, 2017, immediately following the completion of the transaction described below in Item 8.01, the employment of Apu Mody, the Chief Executive Officer of TerraVia Holdings, Inc. (the “Company”) was terminated, as was the employment of Tyler Painter, the Company’s Chief Operating Officer and Chief Financial Officer and the employment of Peter Licari, the Company’s Chief Technology Officer.

Item 8.01 Other Events.

On August 2, 2017, ~~TerraVia Holdings, Inc. (~~the “Company”) and certain of the Company’s wholly owned domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Filing”). Contemporaneously with the Bankruptcy Filing, on August 2, 2017, the Debtors filed a motion seeking entry of an order approving, among other things, the sale of the Debtors’ assets. On September 15, 2017, the United States Bankruptcy Court for the District of Delaware entered orders approving (i) the sale of substantially all of the Debtors’ assets to Corbion N.V. and (ii) the sale of the Company’s 19.9% equity interest in Algenist Holdings, Inc. to TCP Algenist LLC. The ~~sales~~sale ~~are~~of ~~subject~~the Company’s 19.9% equity interest in Algenist Holdings, Inc. to ~~customary~~TCP ~~closing~~Algenist ~~conditions~~LLC ~~and~~was ~~the~~completed ~~Debtors~~on ~~expect~~September 26, 2017. The sale of substantially all of the ~~sales~~Debtors’ assets to beCorbion ~~consummated~~N.V. aswas ~~soon~~completed ason ~~practicable~~September 28, 2017.

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.

	TerraVia Holdings, Inc.
Date: September 20, 2017	By:	/s/ Paul Quinlan
Date: October 4, 2017	By:	/s/ Paul Quinlan
		Paul Quinlan
		General Counsel

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