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): ~~April~~May 237, 2024

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


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

(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

AMRSQ

N/A*

On September 8, 2023, Nasdaq filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist our common stock from the Nasdaq Stock Market LLC. The delisting became effective on September 18, 2023. The deregistration of the shares of common stock under section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), became effective 90 days after the filing date of the Form 25, at which point the shares were deemed registered under Section 12(g) of the Exchange Act. Our common stock currently trades on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “AMRSQ.”

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~~Explanatory ~~7.01 Regulation FD Disclosure.~~Note:

As previously reported, on August 9, 2023, Amyris, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties” or the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter 11 cases for the Company Parties (the “Chapter 11 Cases”). Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at cases.stretto.com/amyris/, a website administered by Stretto, Inc., a third-party bankruptcy claims and noticing agent. The information on this web site is not incorporated by reference into, and does not constitute part of, this Form 8-K.

On ~~April~~February 227, 2024, the ~~Company~~Court ~~filed~~entered ~~with~~an order (the ~~Bankruptcy~~“Confirmation ~~Court~~Order”) ~~its~~confirming ~~monthly~~the ~~operating~~Third ~~report~~Amended ~~for~~Joint ~~certain~~Plan ~~Company~~of ~~Parties~~Reorganization ~~for~~of Amyris, Inc. and Its Affiliated Debtors, as Modified (the ~~period~~“Plan”). ~~beginning~~A ~~February~~ copy of the Plan is attached as Exhibit 2.1, ~~2024~~to the Company’s Current Report on Form 8-K filed with the Securities and ~~ending~~Exchange Commission (the “SEC”) on February 299, 2024 (and is hereby incorporated herein by reference. Capitalized terms used without definition herein shall have the ~~“MORs”)~~meanings assigned thereto in the Plan.

~~The~~On ~~information~~May 7, ~~set~~2024, ~~forth~~the inDebtors ~~Item~~filed ~~7.01~~a Notice of ~~this~~Effective ~~Form~~Date ~~8-K~~with ~~will~~the ~~not~~Bankruptcy beCourt ~~deemed~~and ~~an admission as to~~ the ~~materiality~~Plan ofbecame ~~any~~effective ~~information~~in ~~required~~accordance towith beits ~~disclosed~~terms. ~~solely~~As byof ~~Regulation~~the ~~FD.~~Effective ~~The~~Date, ~~MORs~~ and ~~other~~in ~~filings~~accordance with the ~~Bankruptcy~~Plan, ~~Court~~all ~~related~~outstanding toshares of common stock of the ~~Chapter~~Company 11(including ~~Cases~~shares ~~may~~of becommon ~~available~~stock ~~electronically~~issuable atunder ~~https://cases.stretto.com/Amyris.~~equity ~~Documents~~awards, ~~and~~including ~~other~~stock ~~information~~options ~~available~~and onrestricted ~~such~~stock ~~website~~units, ~~are~~granted ~~not~~under ~~part~~the ofCompany’s ~~this~~equity ~~Form~~incentive ~~8-K~~plans) and ~~shall~~all ~~not~~other beoptions, ~~deemed~~warrants ~~incorporated~~and byrights ~~reference~~to inacquire ~~this~~Common ~~Form~~Stock ~~8-K.~~have ~~The~~been ~~Company~~canceled ~~has~~and ~~included~~discharged ~~the~~and ~~website~~holders ~~address~~of insuch ~~this~~equity ~~Form~~interests ~~8-K~~will asnot anreceive ~~inactive~~or ~~textual~~retain ~~reference~~any ~~only~~property on account thereof.

~~The information contained in this~~ Item 71.01 isEntry being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into ~~any~~a ofMaterial ~~the~~Definitive Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filingAgreement.

~~Cautionary~~In ~~Statements~~connection ~~Regarding~~with the ~~MORs~~effectiveness of the Plan, the Company, AB Technologies LLC, and Aprinnova, LLC (collectively, the “Borrowers”), and certain other subsidiaries of the Company (the “Guarantors”) entered into an Amended and Restated Loan Agreement (the “Exit First Lien Facility”), dated as of the Effective Date (as amended, restated, supplemented or otherwise modified from time to time), by and among the Borrowers, Guarantors, each lender from time to time party thereto (the “Lenders”) and Euagore, LLC, an affiliate of Foris Ventures LLC, in its capacity as administrative agent. Pursuant to the Exit First Lien Facility, among other things, the Lenders agreed to make available to the Borrowers loans in an aggregate principal amount of up to $160 million, excluding the $30 million principal portion of the Company’s outstanding DIP Facility that is amended and restated, rolled-over into and assumed as part of the Exit First Lien Facility.

~~The~~Item Company cautions investors and potential investors not to place undue reliance upon the information contained in the MORs, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company1.02 ~~The~~Termination ~~MORs are limited in scope, cover a limited time period and has been prepared solely for the purpose~~ of complying with the reporting requirements of the Bankruptcy Court. The MORs are not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a ~~format~~Material ~~prescribed~~Definitive ~~by applicable bankruptcy laws or rules, and are subject to future adjustment and reconciliation~~Agreement. The MORs also contain information for periods shorter and otherwise different from those contained in the Company’s reports required to be filed pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the MORs are complete. Results set forth in the MORs should not be viewed as indicative of future results.

~~Cautionary~~The ~~Statements~~disclosure ~~Regarding~~under ~~Trading~~Item in1.01 ~~the~~of ~~Company’s~~this ~~Securities~~Current Report is incorporated herein by reference.

~~The~~On ~~Company’s securityholders are cautioned that trading in~~ the ~~Company’s~~Effective ~~Common~~Date, ~~Stock during~~ the ~~pendency~~Foris ofPrepetition ~~the~~Secured ~~Chapter~~Lenders 11did ~~Cases~~not isreceive ~~highly~~nor ~~speculative~~retain ~~and~~any ~~poses~~property ~~substantial~~under ~~risks.~~the ~~Trading~~Plan ~~prices~~on ~~for~~account of the ~~Company’s~~Foris ~~Common~~Prepetition ~~Stock~~Secured ~~may~~Claims ~~bear~~and ~~little~~all orof ~~no relationship to~~ the ~~actual~~Foris ~~recovery,~~Prepetition ifSecured ~~any,~~Claims bywere ~~holders~~discharged ~~thereof~~on in the ~~Company’s~~Effective ~~Chapter~~Date 11of ~~Cases. Accordingly,~~ the ~~Company urges extreme caution with respect to existing and future investments in its Common Stock~~Plan.

~~Cautionary~~On ~~Statements~~the ~~Regarding~~Effective ~~Forward-Looking~~Date, ~~Statements~~(x) the DIP Credit Agreement was amended and restated as part of the Exit First Lien Facility described below such that the outstanding principal amount due on the DIP Facility was reduced to $30 million and (y) $20 million of the DIP Facility Claims were converted into 100% of the New Common Stock of Reorganized Amyris. The DIP Lender did not receive nor retain any other property under the Plan on account of the DIP Facility Claims, and the remaining balance of the DIP Facility Claims was discharged on the Effective Date of the Plan.

~~This~~Except ~~Current~~to ~~Report~~the onextent ~~Form~~otherwise ~~8-K~~provided ~~includes~~in ~~forward-looking statements within~~ the ~~meaning~~Plan, ~~of Section 27A of~~ the ~~Securities~~Plan ~~Act~~Supplement ofor ~~1933 and Section 21E of~~ the ~~Exchange~~Confirmation ~~Act.~~Order, ~~The~~or ~~words~~any ~~“anticipates~~agreement,” ~~“believes~~instrument,” ~~“estimates,”~~or ~~“expects,”~~other ~~“intends,”~~document ~~“may,”~~incorporated ~~“plans~~therein,” ~~“projects,” “will,” “would”~~ and ~~similar~~other ~~expressions~~than ~~are~~as ~~intended~~ to ~~identify~~the ~~forward-looking~~DIP ~~statements,~~Facility ~~although~~Claims ~~not~~rolled ~~all~~up ~~forward-looking~~(assumed), ~~statements contain these identifying words. Forward-looking statements contained in this Current Report on Form 8-K include~~converted, ~~but are not limited to~~exchanged, ~~statements~~refinanced ~~regarding~~or ~~the~~amended ~~process~~ and ~~potential~~restated, ~~outcomes~~into of the ~~Company’s~~Exit ~~Chapter~~First 11Lien ~~Cases.~~Facility ~~These~~or ~~statements are based on~~New

~~management’s~~Common ~~current~~Stock ~~expectations,~~of ~~and~~Reorganized ~~actual~~Amyris, ~~results~~all ~~and~~notes, ~~future events may differ materially due to risks and uncertainties~~instruments, ~~including~~certificates, ~~without~~credit ~~limitation~~agreements, ~~risks inherent in the bankruptcy process~~indentures, ~~including~~and ~~the~~other ~~outcome~~documents ofevidencing ~~the~~Claims ~~Chapter~~or 11Interests ~~Cases;~~were ~~the~~cancelled ~~Company’s financial projections~~ and ~~cost estimates;~~ the ~~Company’s~~obligations ~~ability~~of ~~to raise additional funds during~~ the ~~Chapter~~Debtors 11thereunder ~~Cases;~~or ~~the~~in ~~Company’s ability to sell~~ any ofway ~~its~~related ~~assets;~~thereto ~~and~~were ~~the~~deemed ~~effect~~satisfied ofin ~~the~~full, ~~Chapter~~cancelled, 11released, ~~Cases on the Company’s business prospects~~discharged, ~~financial results~~ and ~~business~~of ~~operations.~~no ~~The~~force ~~Company~~and ~~may~~effect ~~not~~without ~~actually~~any ~~achieve~~need ~~the~~for ~~plans,~~further ~~intentions~~action or ~~expectations~~approval ~~disclosed~~of inthe ~~our~~Bankruptcy ~~forward-looking~~Court ~~statements,~~or ~~and~~for ~~you~~a ~~should~~Holder ~~not~~to ~~place~~take ~~undue~~further ~~reliance~~action, ~~on our forward-looking statements. These~~ and ~~other factors that may affect~~ the ~~Company’s~~Agents ~~future business prospects, results~~ and ~~operations are identified and described in more detail in~~ the ~~Company’s~~Convertible ~~filings~~Notes ~~with~~Trustee, ~~the~~as ~~U.S. Securities and Exchange Commission~~applicable, ~~including~~were ~~the~~released ~~Company’s~~from ~~most~~all ~~recent~~duties ~~Annual~~thereunder ~~Report filed on Form 10-K~~ and ~~the~~have ~~subsequently~~no ~~filed~~further ~~Quarterly~~obligation ~~Report(s)~~or onliability ~~Form~~thereunder ~~10-Q.~~except ~~You~~as ~~should~~expressly ~~not~~provided ~~place~~in ~~undue reliance on these forward-looking statements, which speak only as of~~ the ~~date of this Form 8-K~~Plan. ~~Except~~On asthe ~~required~~Effective ~~by applicable law~~Date, the Company ~~does~~issued ~~not~~100% ~~intend to update any~~ of the ~~forward-looking~~New ~~statements~~Common toStock ~~conform~~of ~~these~~Reorganized ~~statements~~Amyris to ~~actual~~the ~~results,~~holders ~~later~~of ~~events~~the orDIP ~~circumstances~~Facility orClaims toas ~~reflect~~provided in the ~~occurrence of unanticipated events~~Plan.

Item 2.03

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this Current Report is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

On the Effective Date, the Company issued the New Common Stock of Reorganized Amyris to Holders of the Foris Prepetition Secured Claims pursuant to the terms and conditions set forth in the Plan, in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, provided by Section 1145 of the Bankruptcy Code.

Item 3.03

Material Modifications to the Rights of Security Holders.

The disclosure under Item 1.02 of this Current Report is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

The disclosure under Item 1.02 of this Current Report is incorporated herein by reference.

Item 5.02

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

In connection with the effectiveness of the Plan, the directors of the Company have resigned from their positions as directors of the Company, effective immediately. Pursuant to the Plan, John Doerr and Ryan Panchadsaram became directors of Reorganized Amyris.

Item 8.01

Other Events.

Deregistration of Securities

On February 12, 2024, in conjunction with the Confirmation Order and the proposed cancellation of all of its outstanding shares of common stock, the Company filed post-effective amendments to each of its Registration Statements on Form S-1, Form S-3 and Form S-8 and intends to promptly file a Form 15 with the SEC to deregister its securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under the Exchange Act.

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: April 23, 2024

/s/ Han Kieftenbeld

Date: May 7, 2024

/s/ Han Kieftenbeld

Han Kieftenbeld

Interim Chief Executive Officer and Chief Financial Officer

Filing Compare · AMYRIS, INC.