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): February 13, 2023

Amyris, Inc.

(Exact name of registrant as specified in its charter)

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

5885 Hollis Street, Suite 100,	Emeryville,	CA	94608
(Address of Principal Executive Offices)			(Zip Code)

(510)	450-0761
(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 obligations 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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	AMRS	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On February 21, 2023, Amyris, Inc. (the “Company”) and Givaudan SA (“Givaudan”) entered into an Asset Purchase Agreement pursuant to which the Company agreed to sell, assign, or license certain of its cosmetic ingredients businesses to Givaudan, including an assignment of certain distribution agreements, a sale of certain trademarks, and a grant of an exclusive, worldwide, irrevocable license to distribute, market and sell Neossance® Squalane emollient, Neossance® Hemisqualane silicone alternative and CleanScreen™ sun protector in cosmetics actives for up to $350 million in near-term contributions from a combination of upfront cash consideration and a three-year performance-based earnout. In addition, the parties entered into a long-term partnership agreement for the manufacturing of cosmetic ingredients by the Company for Givaudan. The total value of near- and long-term contributions is estimated to be approximately $500 million. Closing of the transaction is subject to customary approvals from the relevant regulatory authorities.

Amendment to Share Purchase Agreement

On February 13, 2023, the Company entered into an amendment (“Amendment”) to the Share Purchase Agreement (“Share Purchase Agreement”) related to Aprinnova, LLC (“Aprinnova”), dated as of December 15, 2022, by and among the Company, Nikko Chemicals Co., Ltd. and Nippon Surfactant Industries, Co., Ltd. Pursuant to the Amendment, the parties agreed to extend the closing of the Share Purchase Agreement until March 17, 2023 (the “Closing Date”), upon which closing the Company will hold 99% of the outstanding membership interests in Aprinnova. The Company agreed to pay interest on the purchase consideration and certain amounts set forth in Section 2.1(b) and (c) of the Share Purchase Agreement for the period commencing on February 14, 2023 through the Closing Date.

Forward-Looking Statements

This report contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, among other things, statements regarding the total value of the Givaudan transaction and the closing thereof. These statements are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties detailed from time to time in filings the Company makes with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01     Financial Statements and Exhibits.

Exhibit No.	Description
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.

		AMYRIS, INC.
Date: February 22, 2023	By:	/s/ Han Kieftenbeld
		Han Kieftenbeld
		Chief Financial Officer

XML

Cover	Feb. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 13, 2023
Entity Registrant Name	Amyris, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34885
Entity Tax Identification Number	55-0856151
Entity Address, Address Line One	5885 Hollis Street, 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
Entity Central Index Key	0001365916
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	AMRS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Document Information [Line Items]
Entity Central Index Key	0001365916
Amendment Flag	false
Document Type	8-K