0001365916FALSE00013659162023-03-152023-03-15

 
 
 
 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): March 15, 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 2.02    Results of Operations and Financial Condition.

On March 15, 2023, Amyris, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal quarter and full year ended December 31, 2022. A copy of this press release, entitled “Amyris, Inc. Reports Fourth Quarter and Full Year 2022 Financial Results”, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 8.01    Other Events.

As previously disclosed, the Company issued to Foris Ventures, LLC (“Foris”) (i) 13,333,334 shares of common stock (the “Common Stock”) of the Company pursuant to that certain security purchase agreement, dated as of December 30, 2022 (the “Purchase Agreement”), (ii) warrants to purchase up to 2,046,036 shares of Common Stock issuable upon the exercise of that certain common stock purchase warrant, dated as of September 13, 2022 and (iii) warrants to purchase up to 10,000,000 shares of Common Stock issuable upon the exercise of that certain common stock purchase warrant, dated as of December 29, 2022 ((ii) and (iii) together, the “Warrant Agreements”).

Pursuant to the terms and conditions of the Purchase Agreement and Warrant Agreements, the Company agreed to file a prospectus supplement, which supplements the Prospectus filed with the SEC on April 7, 2021 together with a Registration Statement on Form S-3ASR (File No. 333-255105), to register the resale of the Unregistered Securities (the “Offering”), under which the Selling Stockholder may sell its Unregistered Securities. The Company will not receive any proceeds from the Offering.

A copy of the opinion of Fenwick & West LLP, relating to the validity of the Common Stock in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits



Exhibit NumberDescription

*Exhibit 99.1 is furnished herewith.



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: March 15, 2023By:/s/ Han Kieftenbeld 
  Han Kieftenbeld 
  Chief Financial Officer

Exhibit 5.1


image_0.jpg
March 15, 2023
Amyris, Inc.
5885 Hollis Street, Ste. 100
Emeryville, California 94608
Ladies and Gentlemen:
We deliver this opinion with respect to certain matters in connection with the offering by the Selling Stockholder (as defined below) of (i) 13,333,334 shares of the common stock of Amyris, Inc., a Delaware corporation (the “Company”), par value $0.0001 per share (the “Shares”), issued to the Selling Stockholder pursuant to that certain Security Purchase Agreement, dated as of December 30, 2022 (the “Security Purchase Agreement”), by and between the Company and Foris Ventures, LLC (the “Selling Stockholder”), and (ii) 12,046,036 shares of the common stock (the “Warrant Shares”) of the Company issuable upon the exercise of (A) that certain common stock purchase warrant, dated September 13, 2022, issued to the selling stockholder (the “September 2022 Warrant”) and (B) that certain common stock purchase warrant, dated December 29, 2022, issued to the selling stockholder (the “December 2022 Warrant,” and together with the September 2022 Warrant, the “Warrants”). The Shares and Warrant Shares are registered and offered pursuant to an automatic shelf Registration Statement on Form S-3 (File No. 333-255105) filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 7, 2021 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus filed therewith (the “Base Prospectus”) and the prospectus supplement dated March 15, 2023 (the “Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) under the Securities Act (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus”). The Shares and Warrant Shares may be sold from time to time by the Selling Stockholder, as set forth in the Registration Statement and the Prospectus. The offering of the Shares and Warrant Shares by the Selling Stockholder pursuant to the Registration Statement and the Prospectus is referred to herein as the “Offering.”
In connection with our opinion expressed below we have examined originals or copies of the Agreements, the Registration Statement, the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate”) and the Company’s Restated Bylaws, as amended (the “Bylaws” and, together with the Restated Certificate, as each may be amended, modified or restated, the “Charter Documents”), certain minutes and consents of the Company’s board of directors (the “Board”) or a committee or committees thereof relating to the Registration Statement, the Charter Documents, the Agreements, the Offering, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or government officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary. In giving our opinion, we have also relied upon a management certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations.
In our examination of documents we have assumed, and express no opinion as to, the genuineness of all signatures on documents submitted to us, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the absence of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.


Amyris, Inc.
Page 2
March 15, 2023

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of any laws other than the existing laws of the Delaware General Corporation Law.
In connection with our opinions expressed below, we have assumed that, (i) at or prior to the time of the issuance and delivery of any of the Shares and Warrant Shares by the Company to the Selling Stockholder and as of the date hereof, there will not have occurred any change in the law or the facts affecting the validity of the Shares and Warrant Shares, any change in actions of the Board or the Company’s stockholders, or any amendments to the Charter Documents, and (ii) at the time of the issuance and as of the date hereof, no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, and that the Registration Statement will not have been modified or rescinded. We also have assumed that the issuance and delivery of the Shares and Warrant Shares by the Company to the Selling Stockholder, immediately prior to the rendition of this opinion, is in compliance by the Company with the terms of the Shares, Warrants and Warrant Shares and will not result in a violation of any provision of any of the Charter Documents or of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body then having jurisdiction over the Company.
Based upon the foregoing, we are of the following opinions: (i) the 13,333,334 Shares issued by the Company to the Selling Stockholder pursuant to the Security Purchase Agreement and to be sold from time to time by the Selling Stockholder, are validly issued, fully paid and nonassessable and (ii) the 12,046,036 Warrant Shares, when issued and delivered by the Company upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Commission, and further consent to all references to us, if any, in the Registration Statement, the Prospectus and any amendments or supplements thereto, as applicable. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
[Concluding Paragraph Follows on Next Page]



Amyris, Inc.
Page 3
March 15, 2023

This opinion is intended solely for use in connection with the issuance and sale of the Shares by the Selling Stockholder subject to the Registration Statement and the Prospectus and is not to be relied upon for any other purpose. In providing this opinion, we are opining only as to the specific legal issues expressly set forth above and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks, only as of the date of this letter first written above and is based solely on our understanding of facts in existence as of such date after the aforementioned examination and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP
Exhibit 99.1 FOR IMMEDIATE RELEASE AMYRIS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS • Fourth quarter Consumer revenue of $52.8 million increased 64% over the prior year and was another record quarter. Core revenue of $75.8 million grew 17% over the prior year • Full year Consumer revenue of $176.9 million increased 92% and outperformed prestige beauty industry growth of 15%. Core revenue of $269.8 million grew 44% over prior year • Use of cash for operating and investing activities sequentially improved each quarter; Q4 2022 down $102 million versus Q1 2022 • Actions taken to simplify portfolio, streamline management structure and deliver efficiencies Emeryville, CA – March 15, 2023 – Amyris, Inc. (Nasdaq: AMRS), a leading synthetic biotechnology company accelerating the world’s transition to sustainable consumption through its Lab-to-MarketTM technology platform and clean beauty consumer brands, today announced financial results for the fourth quarter and full year ended December 31, 2022. Q4 2022 Core revenue of $75.8 million grew 17% versus the prior year quarter driven by record Consumer revenue of $52.8 million, a 64% year-over-year increase for the quarter and 92% for the full year 2022. Amyris’ consumer brands continued their robust growth trajectory, outperforming prestige beauty industry growth of 15% according to NPD Group. Their year-end report confirms that every category in prestige beauty posted double- digit gains in 2022, with skin care, hair care, and color cosmetics growing 12%, 22%, and 18%, respectively. Amyris’ brands delivered 44%, 744%, and 145% growth, respectively, in these categories. “We have focused our brand leadership teams and are making differentiated portfolio choices placing our investment on attractive beauty categories such as skin care, hair care, color cosmetics, baby care and healthy aging with our flagship brands Biossance, JVN, Rose Inc., Pipette, Stripes and MenoLabs,” commented John Melo, President and Chief Executive Officer. “We have grouped our other, more nascent, brands under one leader to achieve economies of scale. We also expanded our Technology Access partnerships by signing an agreement with Givaudan for beauty and personal care, similar to existing partnerships with DSM in flavor and fragrance and Ingredion in food and beverage. We are actively working on a partnership for human health.” “We continued to have access to the necessary capital to fund our operations,” added Melo. “We secured $150 million in funding in the fourth quarter and communicated yesterday that we secured an additional $50 million to bridge us to the $200 million upfront cash payment from our strategic transaction, which is expected to close in the next 30-45 days following HSR review.” During 2022, Amyris reduced its use of cash for operating and investing activities sequentially each quarter from ($200) million in Q1 to ($189) million in Q2 to ($164) million in Q3 to ($97) million in Q4. The company also reduced its inventory holdings in Q4 and continues to build on these initial cost and cash improvements. Although management was not fully satisfied with the progress toward reducing operating expense, the company did substantially reduce the costs involved with inbound air shipping from Q3 to Q4 by $9.2 million or 72% and delayered its leadership structure effecting a $1.2 million initial restructuring charge. “We have much more to do on our Fit-to-Win agenda and are committed to delivering quarter-by-quarter improvements in profitability and cash generation from operations. We continue to be well-positioned to execute our Lab-to-Market strategy. We own the underlying science, we are the long-term producer at scale, we partner with leaders in their respective end-markets and bring some of the best performing clean beauty, health and

 
wellness products to consumers with our family of leading prestige brands. To fully leverage our assets and drive enterprise value, we are focused on efficiency, lowering our cost and significantly simplifying our portfolio. We expect these actions to meet our objective of ending 2023 as a self-sufficient enterprise,” concluded Melo. Revenue 1 Core revenue comprises Consumer and Technology Access revenue. Technology Access includes ingredient product revenue, R&D collaboration, and technology licenses. Core revenue excludes strategic transactions and other. Totals may not foot due to rounding. 2 Strategic Transactions & Other includes $143.6 million Flavors & Fragrances transaction (Q1 2021); $0.2 million discontinued ingredients value share (Q1 2021); and $10.0 million RebM transaction (Q2 2021) Q4 2022 Financial Highlights • Core revenue of $75.8 million increased 17% compared to Q4 2021 Core revenue of $64.8 million. Excluding $13.0 million of Q4 2021 technology license revenue attributable to joint ventures, Core revenue increased by 46%. Q4 2022 Core revenue included Consumer revenue of $52.8 million, an increase of $20.7 million or 64% compared to Q4 2021 and the seventh consecutive quarter of record growth. • Consumer revenue growth was primarily driven by the Biossance®, JVNTM and MenoLabs® brands. Overall performance within the Company’s clean beauty consumer portfolio outperformed the public peer group in year-over-year revenue growth. Direct-to-consumer sales grew 61% compared to Q4 2021, and retail sales through third party channels grew 66%. Biossance, Pipette®, JVN, and Rose Inc.® products were available in more than 14,000 physical locations compared to approximately 2,100 in 2021. • Technology Access revenue declined 30% compared to Q4 2021, primarily due to $13.0 million of Q4 2021 joint venture revenue. Ingredients product revenue decreased 12% to $14.3 million, reflecting temporary supply and working capital constraints, resulting in significant unfulfilled orders, as the business transitioned from higher cost toll manufacturing to lower cost internal sourcing from the new fermentation plant in Brazil. R&D collaboration revenue decreased 37% to $2.0 million. • Non-GAAP gross margin in Q4 2022 of $21.4 million (28% of revenue) decreased from $22.0 million (34% of revenue) in Q4 2021. Excluding the impact of technology license revenue in each period, non-GAAP gross margin increased from $9.0 million (17% of revenue) in Q4 2021 to $14.8 million (21% of revenue) in Q4 2022, reflecting Consumer revenue growth and margin expansion. • Non-GAAP cash operating expense of $148.3 million increased by $44.9 million compared to Q4 2021 due to increased headcount, consumer brand freight and fulfillment activities, and investments in consumer brands. • Adjusted EBITDA of ($156.8) million decreased $60.6 million, primarily due to higher operating expense. • Q4 2022 net loss was $149.8 million ($0.46 loss per diluted share) compared to net income of $37.8 million ($0.43 loss per diluted share) in Q4 2021. Non-cash mark-to-market adjustments related to changes in the fair value of debt and derivatives were $10.3 million favorable in Q4 2022 and $180.0 million favorable in Q4 2021. In addition, there was a favorable non-cash change in fair value of acquisition-related contingent consideration of $24.9 million in Q4 2022. • Total cash at the end of Q4 2022 was $70.6 million, compared to $24.6 million at the end of Q3 2022. Three Months Ended December 31, Year Ended December 31, (In thousands) 2022 2021 % Change 2022 2021 % Change (Unaudited) Consumer $ 52,839 $ 32,155 64% $ 176,918 $ 91,989 92% Technology Access 22,963 32,621 (30%) 92,929 96,029 (3%) Core revenue 1 75,802 64,776 17% 269,847 188,018 44% Strategic transactions and other 2 - - n/a - 153,799 (100%) Total revenue $ 75,802 $ 64,776 17% $ 269,847 $ 341,817 (21%)

 
FY 2022 Financial Highlights • Core revenue of $269.8 million increased 44% compared to $188.0 million in 2021. Full year 2022 Core revenue included record Consumer revenue of $176.9 million, an increase of 92% compared to 2021, and Technology Access revenue of $92.9 million, a decrease of 3%. Total revenue of $269.8 million decreased 21% compared to 2021, which included $153.8 million from strategic transactions. • Non-GAAP gross margin was $105.1 million (39% of revenue) in 2022 and $227.0 million in 2021. Excluding $153.8 million of 2021 strategic transactions, non-GAAP gross margin in 2022 increased $31.9 million year over year. • Non-GAAP cash operating expense of $539.9 million increased by $238.5 million over the prior year, primarily due to increased headcount (both organic and from acquisitions) and investments in consumer brands. • Adjusted EBITDA was ($521.0) million in 2022 and ($107.1) million in 2021. Excluding $153.8 million of 2021 strategic transactions, Adjusted EBITDA in 2022 decreased $260.1 million, primarily due to increased operating expense and higher ingredients cost of goods sold for contract manufactured intermediate and finished product. • Net loss was $528.5 million ($1.69 loss per diluted share), compared to a net loss of $270.5 million ($0.97 loss per diluted share) in 2021. Non-cash mark-to-market adjustments related to changes in the fair value of debt and derivatives were $57.3 million favorable in 2022 and $37.2 million unfavorable in 2021. In addition, there was a favorable non-cash change in fair value of acquisition-related contingent consideration of $24.9 million in 2022 and an unfavorable loss upon extinguishment of debt of $32.5 million in 2021. Q1 and 2023 Financial Outlook Total revenue (Core revenue plus strategic transaction) is expected to grow 95-100% for full year 2023 compared to 2022. The strategic transaction with Givaudan is expected to generate $200 million of license revenue in the second quarter. Core revenue (Consumer plus Technology Access revenue) is expected to follow approximate quarterly phasing of 15% of full year Core revenue expected in Q1, 25% expected in Q2, 27% expected in Q3, and 33% expected in Q4. Consumer brands are expected to continue to deliver industry leading growth in skin care, hair care, color cosmetics, baby care and healthy aging. We are prioritizing delivering on our cash use targets from sequential quarterly improvements in our cost base, both cost of goods sold and operating expense. Our “Fit-to-Win” program is expected to deliver over $150 million of annualized cash cost improvements and working capital efficiencies. Capital expenditure is estimated at $55 million, 50% lower than 2022. No M&A activities are contemplated. Conference Call Amyris will host a conference call today at 4:30 pm ET (1:30 pm PT) to discuss its Q4 and full year 2022 financial results and provide a business and financial update. Live audio webcast/conference call: Webcast: please visit http://investors.amyris.com. U.S. Dial-In Number: (844) 850-0551. International Dial-In Number: (412) 902-4203. Please connect to the website or dial in to the conference call 15 minutes prior to the start of the call to avoid connection delays. If a participant will be listen-only, they are encouraged to listen via the webcast on Amyris' investor page. A replay of the webcast will be available on the Investor Relations section of Amyris’ website.

 
FINANCIAL RESULTS AND NON-GAAP INFORMATION To supplement our financial results and guidance presented in accordance with U.S. generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures that we believe are helpful in understanding our financial results. These non-GAAP financial measures are among the factors management uses in planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to Amyris’ historical performance as well as comparisons to the operating results of other companies. Management believes these non-GAAP financial measures, when considered together with financial information prepared in accordance with GAAP, can enhance investors’ and analysts’ abilities to meaningfully compare our results from period to period, identify operating trends in our business, and track and model our financial performance. In addition, our management believes that these non-GAAP financial measures allow for greater transparency into the indicators used by management to understand and evaluate our business and make operating decisions. Non-GAAP financial information is not prepared under a comprehensive set of accounting rules, and therefore, should only be read in conjunction with financial information reported under GAAP in order to understand Amyris’ operating performance. A reconciliation of the non-GAAP financial measures presented in this release to the most directly comparable GAAP financial measure, is provided in the tables attached to this press release. Our Non-GAAP financial measures include the following: Non-GAAP Gross Margin is calculated as GAAP revenue less non-GAAP cost of products sold. Non-GAAP cost of products sold excludes other costs and provisions, inventory lower of cost or net realizable value adjustments, inventory write-offs, excess capacity, manufacturing capacity fee adjustments, stock-based compensation expense, depreciation and amortization Non-GAAP Cash Operating Expense is calculated as GAAP Operating Expense minus stock-based compensation, depreciation, amortization, M&A transaction expense, contract credit loss reserve, R&D performance agreement termination, gain from change in fair value of acquisition-related contingent consideration, restructuring, and impairment. EBITDA is calculated as GAAP net income (loss) less interest, expense, income taxes, depreciation, amortization, and loss allocated to participating securities. Adjusted EBITDA is calculated as EBITDA less income/loss attributable to noncontrolling interest, gain/loss from change in fair value of derivatives, gain/loss from changes in the fair value of debt, gain/loss upon debt extinguishment, other income/expense, loss from investment in affiliate, inventory lower of cost or net realizable value adjustments, inventory write-offs, M&A transaction expense, stock-based compensation expense, R&D performance agreement termination, manufacturing capacity fee adjustment, contract asset credit loss reserve, gain from change in fair value of acquisition-related contingent consideration, restructuring, and impairment. . About Amyris Amyris (Nasdaq: AMRS) is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-MarketTM technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the world's top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products. For more information, please visit http://www.amyris.com. Amyris, the Amyris logo, Biossance, JVN, Lab-to-Market, MenoLabs, Pipette, Rose Inc. and Stripes are trademarks or registered trademarks of Amyris, Inc. or its subsidiaries in the U.S. and/or other countries.

 
Forward-Looking Statements This release 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 future events, such as Amyris’ financial outlook for 2023; Amyris’ 2023 goals, including cost reduction initiatives, growth, profitability and other financial and business goals, such as securing a partnership in the human health category; and Amyris’ expectations regarding the closing of its strategic transaction and the timing thereof. These statements are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties, including risks related to Amyris' liquidity and ability to fund operating and capital expenses, risks related to its financing activities, risks related to potential delays or failures in completing and integrating planned acquisitions, risks related to potential delays or failures in development, regulatory approval, launch, production and commercialization of products, risks related to global economic trends, inflation and policy measures undertaken to address inflation, the COVID-19 pandemic and any other geopolitical events, including the Ukraine conflict, resulting in global economic, financial and supply chain disruptions that may negatively impact Amyris’ business operations and financial results or cause market volatility, risks related to Amyris' reliance on third parties particularly in the supply chain, and other risks detailed from time to time in filings Amyris makes with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Amyris disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events, or otherwise. Investors: Argot Partners Jason Finkelstein amyris@argotpartners.com +1 (212) 600-1902 Media: Amyris, Inc. Lauren White lwhite@amyris.com +1 (202) 320-8677 ### Financial Tables Follow

 
Amyris, Inc. CONSOLIDATED BALANCE SHEETS (In thousands December 31, 2022 (Unaudited) December 31, 2021 Assets Current assets: Cash and cash equivalents $ 64,437 $ 483,462 Restricted cash 71 199 Accounts receivable, net 45,775 37,074 Accounts receivable - related party, net 6,608 5,667 Contract assets 806 4,227 Contract assets - related party 36,638 - Inventories 111,880 75,070 Prepaid expenses and other current assets 40,146 33,513 Total current assets 306,361 639,212 Property, plant and equipment, net 182,224 72,835 Restricted cash, noncurrent 6,090 4,651 Recoverable taxes from Brazilian government entities 29,472 16,740 Right-of-use assets under financing leases, net 152 7,342 Right-of-use assets under operating leases, net 97,216 32,428 Goodwill 142,575 131,259 Intangible assets, net 46,938 39,265 Other assets 13,904 10,566 Total assets $ 824,932 $ 954,298 Liabilities, Mezzanine Equity and Stockholders' (Deficit) Equity Current liabilities: Accounts payable $ 190,486 $ 79,666 Accrued and other current liabilities 73,565 71,457 Financing lease liabilities 13 140 Operating lease liabilities 2,255 7,689 Contract liabilities 26 2,530 Debt, current portion 1,916 896 Related party debt, current portion 118,886 107,427 Total current liabilities 387,147 269,805 Long-term debt, net of current portion 674,891 309,061 Related party debt, net of current portion 97,350 - Financing lease liabilities, net of current portion 48 61 Operating lease liabilities, net of current portion 86,195 19,829 Derivative liabilities 5,403 7,062 Acquisition-related contingent consideration 34,555 64,762 Other noncurrent liabilities 7,053 4,510 Total liabilities 1,292,642 675,090 Commitments and contingencies Mezzanine equity: Contingently redeemable common stock 5,000 5,000 Contingently redeemable noncontrolling interest 28,892 28,520 Stockholders’ (deficit) equity: Common stock 36 31 Additional paid-in capital 2,455,567 2,656,838 Accumulated other comprehensive loss (64,114) (52,769) Accumulated deficit (2,880,178) (2,357,661) Total Amyris, Inc. stockholders’ (deficit) equity (488,689) 246,439 Noncontrolling interest (12,913) (751) Total stockholders' (deficit) equity (501,602) 245,688 Total liabilities, mezzanine equity and stockholders' (deficit) equity $ 824,932 $ 954,298

 
Amyris, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (Three-month periods, year ended December 31, 2022, are unaudited) Three Months Ended December 31, Year Ended December 31, (In thousands, except shares and per share amounts) 2022 2021 2022 2021 Revenue: Renewable products 65,905$ 47,844$ 222,323$ 149,703$ Licenses and royalties 6,554 13,006 32,434 173,812 Collaborations, grants and other 3,343 3,926 15,090 18,302 Total revenue 75,802 64,776 269,847 341,817 Cost and operating expenses: Cost of products sold 87,925 61,807 258,668 155,139 Research and development 28,966 24,709 110,215 94,289 Sales, general and administrative 135,417 94,914 493,629 257,811 Change in fair value of acquisition-related contingent consideration (24,874) - (24,874) - Restructuring 1,192 - 1,192 - Impairment - 12,204 - 12,204 Total cost and operating expenses 228,626 193,634 838,830 519,443 Loss from operations (152,824) (128,858) (568,983) (177,626) Other income (expense): Interest expense (7,877) (10,748) (24,733) (25,605) Gain from change in fair value of derivative instruments 146 14,279 3,905 1,453 Gain (loss) from change in fair value of debt 10,179 165,710 53,400 (38,649) Loss upon extinguishment of debt - (5,406) - (32,464) Other (expense) income, net (1,630) 540 (2,214) 580 Total other income (expense), net 818 164,375 30,358 (94,685) (Loss) income before income taxes and loss from investment in affiliate (152,006) 35,517 (538,625) (272,311) Benefit from income taxes 1,344 8,284 2,697 8,114 Loss from investment in affiliate (934) (7,028) (7,443) (7,595) Net (loss) income (151,596) 36,773 (543,371) (271,792) Loss attributable to noncontrolling interest 1,799 1,072 14,861 823 Net (loss) income attributable to Amyris, Inc. (149,797) 37,845 (528,510) (270,969) Loss allocated to participating securities - - - 507 Net (loss) income attributable to Amyris, Inc. common stockholders (149,797)$ 37,845$ (528,510)$ (270,462)$ Weighted-average shares of common stock outstanding used in computing (loss) income per share of common stock, basic 327,731,297 308,438,591 320,752,600 292,343,431 (Loss) income per share attributable to common stockholders, basic (0.46)$ 0.12$ (1.65)$ (0.93)$ Weighted-average shares of common stock outstanding used in computing loss per share of common stock, diluted 348,102,243 326,405,153 339,333,994 292,667,631 Loss per share attributable to common stockholders, diluted (0.46)$ (0.43)$ (1.69)$ (0.97)$

 
Amyris, Inc. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION (Unaudited) Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Net (loss) income attributable to Amyris, Inc. common stockholders (149,797)$ 37,845$ (528,510)$ (270,462)$ Interest expense 7,877 10,748 24,733 25,605 Income taxes (1,344) (8,284) (2,697) (8,114) Depreciation and amortization 5,377 2,720 16,815 9,726 Loss allocated to participating securities - - - (507) EBITDA (137,887) 43,029 (489,659) (243,752) Inventory lower-of-cost-or-net realizable value adjustment (2,304) 1,091 (3,314) (92) Inventory write-off 3,882 2,644 3,788 3,894 Change in fair value of acquisition-related contingent consideration (24,874) - (24,874) - Restructuring 1,192 - 1,192 - Impairment - 12,204 - 12,204 Manufacturing capacity fee adjustment - - 2,956 1,482 R&D Performance Agreement termination - - - 1,850 M&A transaction expense 512 2,558 2,666 8,081 Stock-based compensation expense 12,220 11,461 48,764 33,393 Gain from change in fair value of derivative instruments (146) (14,279) (3,905) (1,453) Gain (loss) from change in fair value of debt (10,179) (165,710) (53,400) 38,649 Loss upon extinguishment of debt - 5,406 - 32,464 Other (expense) income, net 1,630 (540) 2,214 (580) Loss from investment in affiliate 934 7,028 7,443 7,595 Loss attributable to noncontrolling interest (1,799) (1,072) (14,861) (823) Adjusted EBITDA (156,819)$ (96,180)$ (520,990)$ (107,088)$

 
Amyris, Inc. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION (Unaudited) Three Months Ended December 31, Year Ended December 31, (In thousands) 2022 2021 2022 2021 NON-GAAP GROSS MARGIN Revenue Renewable products 65,905$ 47,844$ 222,323$ 149,703$ Licenses and royalties 6,554 13,006 32,434 173,812 Collaborations, grants and other 3,343 3,926 15,090 18,302 Total revenue 75,802$ 64,776$ 269,847$ 341,817$ Cost of products sold 87,925$ 61,807$ 258,668$ 155,139$ Other costs and provisions (28,212) (14,912) (82,411) (31,035) Excess capacity (1,637) 244 (3,744) (1,555) Manufacturing capacity fee adjustment - - (2,956) (1,482) Inventory write-off (3,882) (2,644) (3,788) (3,894) Inventory lower-of-cost-or-net realizable value adjustment 2,304 (1,091) 3,314 92 Stock-based compensation expense (69) (80) (307) (295) Depreciation and amortization (1,983) (501) (4,013) (2,118) 54,446$ 42,823$ 164,763$ 114,852$ Non-GAAP gross margin 21,356$ 21,953$ 105,084$ 226,965$ Non-GAAP gross margin % 28% 34% 39% 66% NON-GAAP CASH OPERATING EXPENSE Research and development expense 28,966$ 24,709$ 110,215$ 94,289$ Sales, general and administrative expense 135,417 94,914 493,629 257,811 164,383 119,623 603,844 352,100 Stock-based compensation expense (12,151) (11,381) (48,457) (33,098) Depreciation and amortization (3,394) (2,220) (12,802) (7,608) R&D performance agreement termination - - - (1,850) M&A transaction expense (512) (2,558) (2,666) (8,081) Non-GAAP cash operating expense 148,326$ 103,464$ 539,919$ 301,463$