8-K0001365916FALSE00013659162023-02-132023-02-13

 
 
 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)
 
Delaware001-3488555-0856151
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
5885 Hollis Street, Suite 100, Emeryville, CA94608    
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareAMRSThe 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
104Cover 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, 2023By:
 /s/ Han Kieftenbeld
 
  
Han Kieftenbeld
 
  
Chief Financial Officer