AMRS Amyris Inc

On April 8, 2021, Amyris, Inc. (“Amyris” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Cowen and Company, LLC, as set forth in Schedule I thereto (the “Underwriters”) and with certain stockholders of the Company named on Schedule II thereto (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell 11,390,797 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) and Amyris agreed to issue and sell 7,656,822, at a public offering price of $15.75 per share (the “Offering”). DSM International B.V. and affiliates of Vivo Capital LLC are the Selling Stockholders. Under the terms of the Underwriting Agreement, the Selling Stockholders and Amyris granted the Underwriters a 30-day option to purchase up to an additional 1,708,619 shares of Common Stock from the Selling Stockholders and 1,148,523 shares of Common Stock from Amyris. The Underwriters have exercised this option in full. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Offering will be made pursuant to Amyris’s Registration Statement on Form S-3ASR (File No. 333-255105) that was filed with the Securities and Exchange Commission (“SEC”) and became immediately effective on April 7, 2021, including the prospectus included therein, the preliminary prospectus supplement relating to the Offering dated April 7, 2021 and a final prospectus supplement relating to the Offering, dated April 8, 2021.

Amyris will not receive any proceeds from the sale of Common Stock in the secondary offering by the Selling Stockholders. Amyris estimates that net proceeds from the Offering will be approximately $130.7 million (inclusive of the underwriters’ option to purchase additional shares), after deducting underwriting discounts and commissions and estimated Offering expenses payable by Amyris. Amyris intends to use the net proceeds from the Offering for general corporate purposes including working capital and capital expenditures, which may include acquisitions of complimentary products, technologies, intellectual property or businesses.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

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.