PROSPECTUS SUPPLEMENT
(To prospectus dated April 7, 2021)
8,657,355 Shares
AMYRIS, INC.
Common Stock
This prospectus supplement
relates to the offer and sale from time to time of up to 8,657,335 shares, or the shares, of our common stock by the selling stockholders identified in this prospectus supplement supplemented to the accompanying prospectus pursuant to that certain
Registration Statement on Form S-3ASR that has become effective automatically, on April 7, 2021 (Registration No. 333-255105). The shares of common stock
registered hereunder consist of (a) outstanding shares which were issued to the selling stockholders pursuant to that certain Share Purchase Agreement, dated as of August 31, 2021, by and among the Company, Beauty Labs International
Limited, or Beauty Labs, and the selling stockholders party thereto, and those certain Option Cancellation Agreements, dated as of August 31, 2021, between the Company, Beauty Labs and the selling stockholders party thereto, or collectively,
the BL Purchase Agreements, and (b) shares to be issued to the selling stockholders pursuant to certain deferred payment and earnout provisions, in each case pursuant to the BL Purchase Agreements. The actual number of shares that will be
issued pursuant to deferred payment and earnout provisions of the BL Purchase Agreements, as applicable, will depend on (i) the amount of any 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.
The selling stockholders may sell the shares directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the
form of discounts, concessions or commissions. The selling stockholders may sell the shares at any time at market prices prevailing at the time of sale or at privately negotiated prices. For more information regarding the selling stockholders and
the sale of the shares, see Selling Stockholders and Plan of Distribution below.
We are not selling any securities under this
prospectus supplement and will not receive any of the proceeds from the sale of the shares by the selling stockholders. We will pay the expenses incurred in registering the shares, including legal and accounting fees.
Our common stock is traded on The Nasdaq Global Select Market under the symbol AMRS. On September 3, 2021, the closing price of our common
stock was $13.82 per share.
Investing in our securities involves risks. See Risk Factors on page S-3.
You should carefully read this prospectus, the documents incorporated herein, and, if applicable, any prospectus supplement subsequently filed with respect to
this prospectus, before making any investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is September 7, 2021