8-K

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): August 31, 2021

AMRYIS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34885	55-0856151
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5885 Hollis Street, Suite 100 Emeryville, California	94608
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 450-0761

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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	AMRS	Nasdaq Global Stock Market LLC

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 3.02. Unregistered Sales of Equity Securities

As previously reported, on August 11, 2021 Amyris, Inc. (the “Company”) entered into (i) a Share Purchase Agreement (the “MGE Purchase Agreement”) with MG Empower Ltd. (“MG Empower”) and the securityholders of MG Empower (the “MGE Selling Stockholders”); (ii) an Agreement and Plan of Merger and Reorganization (the “Olika Merger Agreement”) with OLIKA Inc. (“Olika”), and the other parties thereto (the selling stockholders of Olika receiving consideration pursuant to the Olika Merger Agreement, the “Olika Selling Stockholders”); and (iii) a Note Purchase Agreement (the “Olika Note Purchase Agreement”) with Olika and the selling stockholders party thereto (the “Olika Noteholders”). Furthermore, on August 31, 2021, the Company entered into (i) a Share Purchase Agreement (the “BL Purchase Agreement”) with Beauty Labs International Limited (“Beauty Labs”) and the shareholders and warrant holders of Beauty Labs as set forth therein (the “BL Stockholders”) and (ii) Option Cancellation Agreements (the “BL Option Cancellation Agreements” and, together with the MGE Purchase Agreement, the Olika Merger Agreement, the Olika Note Purchase Agreement and the BL Purchase Agreement, collectively the “Purchase Agreements”) with Beauty Labs and the option holders of Beauty Labs as set forth therein (the “BL Option Holders” and, together with the BL Stockholders, collectively the “BL Selling Stockholders”).

Closing Consideration

Subject to the terms and conditions of the respective Purchase Agreements, (i) on August 11, 2021, the Company issued (a) 503,081 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) to the MGE Selling Stockholders as consideration for the acquisition of the outstanding shares of MG Empower, and (b) 982,898 shares of Common Stock to the Olika Selling Stockholders and the Olika Noteholders as consideration for the acquisition of Olika and the purchase of outstanding notes from the Olika Noteholders, respectively; and (ii) on September 1, 2021, the Company issued 2,094,500 shares of Common Stock (the “BL Securities”) to the BL Selling Stockholders as consideration for the acquisition of the outstanding shares of Beauty Labs and the cancellation of outstanding Beauty Labs warrants and stock options, respectively.

Potential Future Consideration

The actual number of shares that will be issued under the Purchase Agreements pursuant to certain purchase price adjustment, deferred payment and earnout provisions, as applicable, will depend on (i) the amount of any such purchase price adjustment, (ii) the extent of fulfillment of the applicable earnout targets, (iii) the share issuance price at the time of any such payment, and (iv) whether there are any offsetting indemnification claims or other applicable offsets. In certain cases, the Company in its discretion may elect to pay any such purchase price adjustment, deferred payment and/or earnout payments either in cash or Common Stock, including in the event that any issuance of Common Stock in respect of any such payments would require the Company to obtain shareholder approval pursuant to Nasdaq Listing Rule 5635(d).

The shares issued or to be issued pursuant to the respective Purchase Agreements were issued in private placements pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated under the Securities Act (“Regulation D”), without general solicitation, made only to and with “accredited investors” as defined in Regulation D, or under Regulation S promulgated under the Securities Act (“Regulation S”), made only to and with recipients of such shares that are not “U.S. Persons” as defined in Regulation S.

Item 8.01. Other Events.

The information contained in Item 3.02 of this Current Report on Form 8-K in relation to Beauty Labs, the BL Purchase Agreement, the BL Option Cancellation Agreements, the BL Selling Stockholders and the BL Securities is incorporated herein by reference.

Pursuant to the terms and conditions of the BL Purchase Agreement, the Company agreed to file a prospectus supplement, which supplements the Prospectus filed with the SEC on April 7, 2021 together with a Registration Statement on Form S-3ASR (File No. 333-255105), to register the resale of the BL Securities (the “Offering”), under which each of the BL Selling Stockholders may sell its respective BL Securities. The Company will not receive any proceeds from the Offering.

A copy of the opinion of Fenwick & West LLP, relating to the validity of certain of the shares in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
5.1	Opinion of Fenwick & West LLP
23.1	Consent of Fenwick & West LLP (contained in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the extent of fulfillment of any of the earnout targets under any of the Purchase Agreements, the number of shares potentially issuable under the Purchase Agreements, the risks identified in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 5, 2021, the prospectus supplement related to the BL Selling Stockholders, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

SIGNATURE

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.

	AMYRIS, INC.
Date: September 7, 2021	By:	/s/ Han Kieftenbeld
		Han Kieftenbeld
		Chief Financial Officer

EX-5.1

Exhibit 5.1

September 7, 2021

Amyris, Inc.

5885 Hollis Street, Ste. 100

Emeryville, California 94608

Ladies and Gentlemen:

We deliver this opinion with respect to certain matters in connection with the offering by the Selling Stockholders (as defined below) of 8,657,355 shares of the common stock of Amyris, Inc., a Delaware corporation (the “Company”), par value $0.0001 per share (the “Shares”), issued or to be issued to the Selling Stockholders (as defined below) pursuant to that certain Share Purchase Agreement, dated as of August 31, 2021, (the “Share Purchase Agreement”) by and among the Company, Beauty Labs International Limited (“BLI”), and the shareholders and warrant holders party thereto (the “BL Stockholders”), and those certain Option Cancellation Agreements, dated as of August 31, 2021, (the “Option Cancellation Agreements” and, together with the Share Purchase Agreement, collectively the “Purchase Agreements”) between the Company, BLI and the optionholders party thereto (the “BL Option Holders” and, together with the BL Stockholders, collectively the Selling Stockholders” listed on Exhibit A thereto). The Shares are registered and offered pursuant to an automatic shelf Registration Statement on Form S-3 (File No. 333-255105) filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 7, 2021 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus filed therewith (the “Base Prospectus”) and the prospectus supplement dated September 7, 2021 (the “Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) under the Securities Act (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus”). The Shares may be sold from time to time by the Selling Stockholders, as set forth in the Registration Statement and the Prospectus. The offering of the Shares by the Selling Stockholders pursuant to the Registration Statement and the Prospectus is referred to herein as the “Offering.”

In connection with our opinion expressed below we have examined originals or copies of the Purchase Agreements, the Registration Statement, the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate”) and the Company’s Restated Bylaws, as amended (the “Bylaws” and, together with the Restated Certificate, as each may be amended, modified or restated, the “Charter Documents”), certain minutes and consents of the Company’s board of directors (the “Board”) or a committee or committees thereof relating to the Registration Statement, the Charter Documents, the Purchase Agreements, the Offering, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or government officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary. In giving our opinion, we have also relied upon a management certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations.

In our examination of documents we have assumed, and express no opinion as to, the genuineness of all signatures on documents submitted to us, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the absence of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

Amyris, Inc.

Page 2

September 7, 2021

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of any laws other than the existing laws of the Delaware General Corporation Law.

In connection with our opinions expressed below, we have assumed that, (i) at or prior to the time of the issuance and delivery of any of the Shares by the Company to the Selling Stockholders and as of the date hereof, there will not have occurred any change in the law or the facts affecting the validity of the Shares, any change in actions of the Board or the Company’s stockholders, or any amendments to the Charter Documents, and (ii) at the time of the issuance and as of the date hereof, no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, and that the Registration Statement will not have been modified or rescinded. We also have assumed that the issuance and delivery of the Shares by the Company to the Selling Stockholders, immediately prior to the rendition of this opinion, is in compliance by the Company with the terms of the Shares and will not result in a violation of any provision of any of the Charter Documents or of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body then having jurisdiction over the Company.

Based upon the foregoing, we are of the following opinion: 8,657,355Shares issued by the Company to the Selling Stockholders and to be sold from time to time by the Selling Stockholders, are validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company with the Commission in connection with the Offering, and further consent to all references to us, if any, in the Registration Statement, the Prospectus and any amendments or supplements thereto, as applicable. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

[Concluding Paragraph Follows on Next Page]

Amyris, Inc.

Page 3

September 7, 2021

This opinion is intended solely for use in connection with the issuance and sale of the Shares by the Selling Stockholders subject to the Registration Statement and the Prospectus and is not to be relied upon for any other purpose. In providing this opinion, we are opining only as to the specific legal issues expressly set forth above and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks, only as of the date of this letter first written above and is based solely on our understanding of facts in existence as of such date after the aforementioned examination and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West

FENWICK & WEST LLP

XML

Document and Entity Information	Aug. 31, 2021
Cover [Abstract]
Entity Registrant Name	AMYRIS, INC.
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001365916
Document Type	8-K
Document Period End Date	Aug. 31, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-34885
Entity Tax Identification Number	55-0856151
Entity Address, Address Line One	5885 Hollis Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	(510)
Local Phone Number	450-0761
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	AMRS
Entity Emerging Growth Company	false