Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

Equity Financing Transactions

Purchase Agreement

On May 8, 2017, Amyris, Inc. (the
Company) entered into a Securities
Purchase Agreement (the Purchase
Agreement) with certain investors (the
Investors) for the issuance and sale of
22,140 shares of the Companys Series A 17.38% Convertible
Preferred Stock, par value $0.0001 per share (the
Series A Preferred Stock), 65,203.8756
shares of the Companys Series B 17.38% Convertible Preferred
Stock, par value $0.0001 per share (the Series B
Preferred Stock and, together with the Series A
Preferred Stock, the Preferred Stock),
which Preferred Stock is convertible into the Companys common
stock, par value $0.0001 per share (the Common
Stock) as described below, and Cash Warrants (as
defined below) to purchase an aggregate of 207,954,414 shares of
Common Stock and Dilution Warrants (as defined below)
(collectively, the Warrants and the
shares of Common Stock issuable upon exercise of the Warrants,
the Warrant Shares) (the
Offering).

The net proceeds to the Company from the Offering are expected to
be approximately $44.5 million after payment of the estimated
offering expenses and placement agent fees.The Series A Preferred
Stock and Warrants relating thereto will be sold to the
purchasers thereof in exchange for aggregate cash consideration
of $22,140,000, and the Series B Preferred Stock and Warrants
relating thereto will be sold to the purchasers thereof in
exchange for (i) aggregate cash consideration of $25,000,000 and
(ii) the cancellation of approximately $40.2 million of
outstanding indebtedness (including accrued interest thereon)
owed by the Company to such purchasers, as further described
below under Series B Preferred Stock. The Company intends to use
approximately $9.5 million of the net proceeds from the Offering
for the redemption of convertible notes issued by the Company in
December 2016 and April 2017 (as previously reported in Current
Reports on Form 8-K filed by the Company with the Securities and
Exchange Commission (the SEC) on
December 2, 2016 and April 17, 2017, respectively, which are
incorporated herein by reference) and the balance for working
capital and other general corporate purposes.

The Purchase Agreement includes customary representations,
warranties and covenants of the parties. In addition, to the
Purchase Agreement, the Company, subject to certain exceptions,
including the issuance of the Second Tranche Securities (as
defined below), (i) may not issue, enter into any agreement to
issue or announce the issuance or proposed issuance of any shares
of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock until July 31, 2017 and (ii) may
not enter into an agreement to effect any issuance by the Company
involving a Variable Rate Transaction (as defined in the Purchase
Agreement) until one year from the Closing (as defined below).

The Company expects to consummate the Offering on May 11, 2017
(the Closing), subject to customary
closing conditions, including the execution and delivery of the
Stockholder Agreement (as defined below) and the consummation of
the Exchange (as defined below).

The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the Form of Securities Purchase
Agreement, which is filed hereto as Exhibit 10.1 and is
incorporated herein by reference.

Rodman Renshaw (Rodman), a unit of H.C.
Wainwright Co., LLC, has agreed to act as placement agent in
connection with the Offering, subject to the terms and conditions
of an engagement letter between the Company and Rodman, which is
filed hereto as Exhibit 10.2 and is incorporated herein by
reference.

This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the securities
discussed herein, nor shall there be any offer, solicitation or
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.

Series A Preferred Stock

Each share of Series A Preferred Stock has a stated value of
$1,000 and, subject to the Beneficial Ownership Limitation (as
defined below) and Exchange Cap (as defined below), is
convertible at any time, at the option of the holder, into Common
Stock at an initial conversion price of $1.15 per share (the
Conversion Rate). The Conversion Rate
is subject to adjustment in the event of any dividends or
distributions of the Common Stock, or any stock split, reverse
stock split, recapitalization, reorganization or similar
transaction. If not previously converted at the option of the
holder, each share of Series A Preferred Stock shall be
automatically converted, without any further action by the
holder, subject to the Beneficial Ownership Limitation, on the
90^th day following the date that the Stockholder
Approval (as defined below) has been obtained and effected.

Dividends, at a rate per year equal to 17.38% of the stated value
of the Series A Preferred Stock, will be payable semi-annually
from the issuance of the Series A Preferred Stock until the tenth
anniversary of the date of issuance, on each October 15 and April
15, beginning October 15, 2017, on a cumulative basis, at the
Companys option, in cash, out of any funds legally available for
the payment of dividends, or, subject to the satisfaction of
certain conditions, in Common Stock at the Conversion Rate, or a
combination thereof. In addition, upon the conversion of the
Series A Preferred Stock prior to the tenth anniversary of the
date of issuance, the holders of the Series Preferred A Stock
shall be entitled to a payment equal to $1,738 per $1,000 of
stated value of the Series A Preferred Stock, less the amount of
all prior semi-annual dividends paid on such converted Series A
Preferred Stock prior to the relevant conversion date (the
Make-Whole Payment), at the Companys
option, in cash, out of any funds legally available for the
payment of dividends, or, subject to the satisfaction of certain
conditions, in Common Stock at the Conversion Rate, or a
combination thereof. If the Company elects to pay any dividend in
the form of cash, it shall provide each holder with notice of
such election not later than the first day of the month of prior
to the applicable dividend payment date.

Unless and until converted into Common Stock in accordance with
its terms, the Series A Preferred Stock has no voting rights,
other than as required by law or with respect to matters
specifically affecting the Series A Preferred Stock.

In the event of a Fundamental Transaction (as defined in the
Certificate of Designation of Preferences, Rights and Limitations
relating to the Series A Preferred Stock) the holders of the
Series A Preferred Stock will have the right to receive the
consideration receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock
for which the Series A Preferred Stock is convertible immediately
prior to such Fundamental Transaction (without regard to whether
such Series A Preferred Stock is convertible at such time), which
amount shall be paid pari passu with all holders of Common Stock.

Upon any liquidation, dissolution or winding-up of the Company,
the holders of the Series A Preferred Stock shall be entitled to
receive out of the assets of the Company the same amount that a
holder of Common Stock would receive if the Series A Preferred
Stock were fully converted to Common Stock immediately prior to
such liquidation, dissolution or winding-up (without regard to
whether such Series A Preferred Stock is convertible at such
time) , which amount shall be paid pari passu with all holders of
Common Stock.

Notwithstanding the foregoing, the holders (other than the
Designated Holder (as defined below)) will not have the right to
convert any Series A Preferred Stock, and the Company shall not
effect any conversion of the Series A Preferred Stock, if the
holder, together with its affiliates, would beneficially own in
excess of 4.99% (or such other percentage as determined by the
holder and notified to the Company in writing, not to exceed
9.99%, provided that any increase of such percentage will not be
effective until 61 days after notice thereof) of the number of
shares of Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon
conversion of such Series A Preferred Stock (the
Beneficial Ownership Limitation). In
addition, prior to obtaining the NASDAQ Approval (as defined
below), the Company may not issue, upon conversion of the Series
A Preferred Stock or as payment of dividends or the Make-Whole
Payment on the Series A Preferred Stock, a number of shares of
Common Stock which, when aggregated with any shares of Common
Stock issued in connection with any conversion of Preferred Stock
or other securities issued to the Purchase Agreement or in
connection with the exercise of any Warrants issued to the
Purchase Agreement, would exceed 56,891,673 shares of Common
Stock (the Exchange Cap). The Exchange
Cap shall be allocated among the holders of the Series A
Preferred Stock pro rata.

The Series A Preferred Stock are being offered and sold to a
prospectus filed with the SEC on April 9, 2015 and a prospectus
supplement dated May 8, 2017, in connection with a takedown from
the Companys effective shelf registration statement on Form S-3
(File No.333-203216) declared effective by the SEC on April 15,
2015.

The foregoing description of the Series A Preferred Stock is
qualified in its entirety by reference to the Form of Certificate
of Designation of Preferences, Rights and Limitations of Series A
17.38% Convertible Preferred Stock (the Series A
Certificate of Designation), which is filed hereto
as Exhibit 3.1 and is incorporated herein by reference. The
Company will file the Series A Certificate of Designation with
the Secretary of State of Delaware prior to the Closing.

Series B Preferred Stock

The Series B Preferred Stock will have substantially identical
terms to the Series A Preferred Stock (as described above),
except that the issuance of the shares of Common Stock issuable
upon conversion of the Series B Preferred Stock or as payment of
dividends or the Make-Whole Payment on the Series B Preferred
Stock (the Series B Conversion Shares)
will be subject to the Stockholder Approval (as defined below).

The Investors purchasing shares of the Series B Preferred Stock
include existing stockholders of the Company affiliated with
certain members of our Board of Directors (the
Affiliated Investors): Foris Ventures,
LLC (Foris, an entity affiliated with
director John Doerr of Kleiner Perkins Caufield Byers, a current
stockholder), which agreed to purchase 30,728.589 shares of
Series B Preferred Stock and Warrants to purchase 73,160,764
shares of Common Stock; and Naxyris S.A.
(Naxyris, an investment vehicle owned
by Naxos Capital Partners SCA Sicar; director Carole Piwnica is
Director of NAXOS UK, which is affiliated with Naxos Capital
Partners SCA Sicar), which agreed to purchase 2,333.216 shares of
Series B Preferred Stock and Warrants to purchase 5,556,038
shares of Common Stock. The Affiliated Investors have agreed to
purchase their respective shares of Series B Preferred Stock and
Warrants in exchange for the cancellation of existing
indebtedness of the Company held by such Affiliated Investors:
Foris agreed to exchange an aggregate principal amount of $27.0
million of indebtedness, plus accrued interest thereon, issued to
Foris by the Company on February 12, 2016, June 24, 2016 and
October 21, 2016 (as previously reported in Current Reports on
Form 8-K filed by the Company with the SEC on February 19, 2016,
June 29, 2016 and October 27, 2016, respectively, which are
incorporated herein by reference); and Naxyris agreed to exchange
an aggregate principal amount of $2.0 million of indebtedness,
plus accrued interest thereon, issued to Naxyris by the Company
on February 12, 2016 (as previously reported in a Current Report
on Form 8-K filed by the Company with the SEC on February 19,
2016, which is incorporated herein by reference).

In addition, the Investors purchasing shares of the Series B
Preferred Stock include holders of certain of the Companys
existing indebtedness, including the Companys 6.50% Convertible
Senior Notes due 2019 (the 6.5% Notes)
and 9.50% Convertible Senior Notes due 2019 (the 9.5%
Notes), which Investors are exchanging all or a
portion of their holding of such indebtedness, representing an
aggregate of $3.4 million of 6.5% Notes and approximately $3.7
million of 9.5% Notes, for Series B Preferred Stock and Warrants
in the Offering.

Upon the consummation of the Offering and the issuance of the
Series B Preferred Stock and Warrants to such Affiliated
Investors and other existing investors whose purchase price will
be paid by the cancellation of existing indebtedness, such
indebtedness will be cancelled and the agreements relating
thereto, including any note purchase agreements or unsecured or
secured promissory notes (including any security interest
relating thereto), will be terminated, except to the extent such
investors or other investors retain a portion of such
indebtedness.

The Series B Preferred Stock will be issued in a private
placement to the exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act) and Regulation D
promulgated under the Securities Act.

The foregoing description of the Series B Preferred Stock is
qualified in its entirety by reference to the Form of Certificate
of Designation of Preferences, Rights and Limitations of Series B
17.38% Convertible Preferred Stock (the Series B
Certificate of Designation), which is filed hereto
as Exhibit 3.2 and is incorporated herein by reference. The
Company will file the Series B Certificate of Designation with
the Secretary of State of Delaware prior to the Closing.

Warrants

to the Purchase Agreement, at the Closing the Company will issue
to each Investor (i) a warrant, with an exercise price of $0.52
per share, to purchase a number of shares of Common Stock equal
to 50% of the shares of Common Stock issuable upon conversion of
such Investors Preferred Stock (including shares of Common Stock
issuable as payment of dividends or the Make-Whole Payment on
such shares of Preferred Stock, assuming that all such dividends
and the Make-Whole Payment are made in Common Stock),
representing warrants to purchase 103,977,207 shares of Common
Stock in the aggregate for all Investors and (ii) a warrant, with
an exercise price of $0.62 per share, to purchase a number of
shares of Common Stock equal to 50% of the shares of Common Stock
issuable upon conversion of such Investors Preferred Stock
(including shares of Common Stock issuable as payment of
dividends or the Make-Whole Payment on such shares of Preferred
Stock, assuming that all such dividends and the Make-Whole
Payment are made in Common Stock), representing warrants to
purchase 103,977,207 shares of Common Stock in the aggregate for
all Investors (collectively, the Cash
Warrants). The exercise price of the Cash Warrants
will be subject to standard adjustments as well as full-ratchet
anti-dilution protection for any issuance by the Company of
equity or equity-linked securities during the three-year period
following the Closing (the Dilution
Period) at a per share price (including any
conversion or exercise price, if applicable) less than the
then-current exercise price of the Cash Warrants, subject to
certain exceptions.

In addition, the Company will issue to each Investor a warrant,
with an exercise price of $0.0001 per share (collectively, the
Dilution Warrants), to purchase a
number of shares of Common Stock sufficient to provide the
Investor with full-ratchet anti-dilution protection for any
issuance by the Company of equity or equity-linked securities
during the Dilution Period at a per share price (including any
conversion or exercise price, if applicable) less than $0.42 per
share, the effective per share price paid by the Investors for
the shares of Common Stock issuable upon conversion of the
Preferred Stock purchased by the Investors in the Offering
(including shares of Common Stock issuable as payment of
dividends or the Make-Whole Payment, assuming that all such
dividends and the Make-Whole Payment are made in Common Stock),
subject to certain exceptions.

The exercise of the Warrants will be subject to the Stockholder
Approval (as defined below). The Warrants will each have a term
of five years from the date the Warrants are initially
exercisable following the Stockholder Approval.

The Warrants will be issued in a private placement to the
exemption from registration under Section 4(a)(2) of the
Securities Act and Regulation D promulgated under the Securities
Act.

The foregoing description of the Cash Warrants and the Dilution
Warrants is qualified in its entirety by reference to the Form of
Cash Warrant and Form of Dilution Warrant, which are filed hereto
as Exhibit 4.3 and 4.4, respectively, and are incorporated herein
by reference.

Stockholder Approval

to the Purchase Agreement, the Company has agreed to solicit from
the Companys stockholders (i) any approval for the transactions
contemplated by the Purchase Agreement required by the rules and
regulations of the NASDAQ Stock Market, including without
limitation the issuance of shares of Common Stock upon conversion
of the Series A Preferred Stock in excess of the Exchange Cap,
upon conversion of the Series B Preferred Stock and upon exercise
of the Warrants (the NASDAQ Approval)
and (ii) approval to effect a reverse stock split (the
Reverse Stock Split) of the Common
Stock (the NASDAQ Approval and the approval of the Reverse Stock
Split, collectively, the Stockholder
Approval) at an annual or special meeting of
stockholders to be held on or prior to July 10, 2017, and to use
commercially reasonable efforts to secure the Stockholder
Approval. As described in more detail below, the parties subject
to the Voting Agreements (as defined below) have agreed to vote
in favor of the Stockholder Approval. The Company has presented
the Reverse Stock Split to its stockholders for approval at its
2017 Annual Meeting of Stockholders to be held on May 23, 2017
(the Annual Meeting), and intends to
solicit the NASDAQ Approval at a special meeting of stockholders
to occur on or prior to July 10, 2017 (the Special
Meeting and, together with the Annual Meeting, the
Stockholder Meetings) to the Purchase
Agreement, if the Company does not obtain Stockholder Approval at
the Stockholder Meetings, the Company will call a stockholder
meeting every four months thereafter to seek the Stockholder
Approval until the earlier of the date Stockholder Approval is
obtained or the Preferred Stock and Warrants are no longer
outstanding.

Registration Rights

to the Purchase Agreement, within 30 calendar days of the date of
the Stockholder Approval, the Company has agreed to file a
registration statement on Form S-3 (or other appropriate form if
the Company is not then S-3 eligible) providing for the resale by
the Investors of the Series B Conversion Shares and Warrant
Shares. The Company shall use commercially reasonable efforts to
cause such registration statement to become effective within 181
days following the Closing and commercially reasonable efforts to
keep such registration statement effective at all times until (i)
no Investor owns any Series B Conversion Shares or Warrant Shares
or (ii) the Series B Conversion Shares and Warrant Shares are
eligible for resale under Rule 144 without regard to volume
limitations.

Stockholder Agreement

In connection with, and as a condition to, the Closing, the
Company and one of the Investors, DSM International B.V. (the
Designated Holder), a subsidiary of
Koninklijke DSM N.V., will enter into a Stockholder Agreement
(the Stockholder Agreement) that sets
forth certain rights and obligations of the Designated Holder and
the Company. The Designated Holder has agreed to purchase 25,000
shares of Series B Preferred Stock, Cash Warrants for the
purchase of 59,521,740 shares of Common Stock and Dilution
Warrants in the Offering in exchange for aggregate cash
consideration of $25,000,000. to the Stockholder Agreement, the
Designated Holder will have the right to designate one director
selected by the Designated Holder (a Designated
Holder Director), subject to certain restrictions,
to the Companys Board of Directors (the
Board). The Company will agree to
appoint the Designated Holder Director and to use reasonable
efforts, consistent with the Boards fiduciary duties, to cause
the Designated Holder Director to be re-nominated in the future;
provided, that the Designated Holder will no longer have the
right to designate any Designated Holder Director at such time as
the Designated Holder holds less than 4.5% of the outstanding
Common Stock. In addition, for as long as there is a Designated
Holder Director serving on the Board, the Company will agree not
to engage in certain commercial or financial transactions or
arrangements without the consent of any then-serving Designated
Holder Director. The Company will also agree to provide the
Designated Holder with certain exclusive negotiating rights in
connection with certain future commercial projects and
arrangements, whereby the Designated Holder will have a 60-day
negotiation period with respect to any such projects, as well as
a right to use a portion of the Companys manufacturing capacity
for toll manufacturing of the Designated Holders products,
subject to certain conditions, including, with respect to the
toll manufacturing option, that the Designated Holder provide the
Company with a minimum annual level of cash funding in connection
with commercial activity between the Company and the Designated
Holder, beginning in 2018. The Designated Holder will also have
the right to purchase additional shares of capital stock of the
Company in connection with a sale of equity or equity-linked
securities by the Company in a capital raising transaction for
cash, subject to certain exceptions, to maintain its
proportionate ownership percentage in the Company
(Pre-Emptive Rights). At the Closing,
the Company and the Designated Holder will enter into licenses
granted by the Company to the Designated Holder with respect to
certain Company intellectual property useful in the Designated
Holders business (the License
Agreements), which licenses will become effective
upon the occurrence of certain events specified therein.

to the Stockholder Agreement, the Designated Holder will agree
not to sell or transfer any of the shares of Series B Preferred
Stock or Warrants purchased by the Designated Holder in the
Offering, any Second Tranche Securities (as defined below), or
any shares of Common Stock issuable upon conversion or exercise
thereof (the Transfer Restricted
Shares), other than to its affiliates, without the
consent of the Company during the one-year period following the
Closing. Thereafter, the Designated Holder will have the right to
sell or transfer the Transfer Restricted Shares to any third
party, other than a competitor of the Company or any controlled
affiliate of a competitor of the Company; provided, that the
Company will have a customary right of first offer with respect
to any such sale or transfer other than to affiliates of the
Designated Holder. In addition, the Designated Holder will agree
that, other than in connection with the purchase, conversion or
exercise of (i) the Series B Preferred Stock or Warrants
purchased by the Designated Holder to the Purchase Agreement or
(ii) the Second Tranche Securities (as defined below) in
accordance with their terms or the exercise of Pre-Emptive
Rights, until three months after there is no Designated Holder
Director on the Board, the Designated Holder will not, without
the prior consent of the Board, among other things, purchase any
Common Stock, any options or other rights to acquire Common Stock
or any indebtedness of the Company, or make any public offer to
acquire Common Stock, options or other rights to acquire Common
Stock or indebtedness of the Company, that would result in the
Designated Holder and its affiliates beneficially owning more
than 33% of the Companys outstanding voting securities at the
time of acquisition (assuming the exercise or conversion, whether
then exercisable or convertible, of any shares of Series B
Preferred Stock, Warrants or Second Tranche Securities
beneficially owned by the Designated Holder and/or its
affiliates), join in any solicitation of proxies for any matter
not previously approved by the Board, or join any group (as such
term is defined in Section 13(d)(3) of the Securities Exchange
Act of 1934) with respect to any of the foregoing.

In addition, the Company has agreed to register, via one or more
registration statements (each, a Registration
Statement) filed with the SEC under the Securities
Act, the shares of Common Stock issuable upon conversion or
exercise, as applicable, of the Series B Preferred Stock,
Warrants and Second Tranche Securities held by the Designated
Holder. Under the terms of the Stockholder Agreement, the Company
is required to file such Registration Statement within 180 days
following the Closing, and to use its commercially reasonable
efforts to cause the Registration Statement to be declared
effective by the SECas soon as practicable and no later than the
225th day following the Closing. In addition, the Designated
Holder may request that up to three of such registrations provide
for an underwritten offering of such shares. In addition, if the
Company registers any of its securities for public sale under the
Securities Act, the Designated Holder will have the right to
include their shares in the registration statement, subject to
certain exceptions.The managing underwriter of any underwritten
offering will have the right to limit, due to marketing reasons,
the number of shares registered by the Designated Holder to 25%
of the total shares covered by the registration statement. The
Company will agree to pay all expenses incurred in connection
with the exercise of such demand and piggyback registration
rights, except for legal costs of the Designated Holder, stock
transfer taxes and underwriting discounts and commissions.

to the Stockholder Agreement, the Company and the Designated
Holder have agreed to negotiate in good faith during the 90-day
period following the Closing to mutually agree on certain terms
and conditions upon which the Designated Holder shall purchase
additional shares of Series B Preferred Stock and warrants (the
Second Tranche Securities), in an
amount to be agreed by the Company and the Designated Holder,
provided such amount is no less than $25 million and no more than
$30 million (such amount, the Second Tranche Funding
Amount) prior to the end of such 90-day period (the
Second Tranche Funding). The Second
Tranche Funding is subject to approval of the Designated Holders
managing board. In connection with the Second Tranche Funding,
the Company and the Designated Holder shall enter into an
amendment to the Stockholder Agreement providing for a second
Designated Holder Director on terms to be agreed by the parties,
and certain of the License Agreements will become effective. If
the Second Tranche Funding occurs, the parties will thereafter
negotiate in good faith regarding an agreement concerning the
development of certain products in the health and nutrition
field. In the event that the parties do not reach such agreement
prior to the earlier of 90 days after the Second Tranche Funding
or December 31, 2017, (a) the exclusive negotiating right granted
to the Designated Holder in connection with certain future
commercial projects and arrangements of the Company will expire,
(b) on the first anniversary of the closing of the Second Tranche
Funding and each subsequent anniversary thereof, the Company will
make a $5 million cash payment to the Designated Holder, provided
that the aggregate amount of such payments shall not exceed the
Second Tranche Funding Amount, and (c) an intellectual property
escrow agreement relating to the License Agreements, entered into
by the Company and the Designated Holder at the Closing, will
become effective.

Related Transactions

Exchange

In connection with the transactions contemplated by the Purchase
Agreement, on May 8, 2017, the Company entered into a Security
Holder Agreement (the Security Holder
Agreement) with Foris and Naxyris. to the Security
Holder Agreement, Foris and Naxyris agreed to exchange (the
Exchange) their outstanding shares of
Common Stock, representing a total of 20,920,578 shares, for
20,920.578 shares of the Companys Series C Convertible Preferred
Stock, par value $0.0001 per share (the Series C
Preferred Stock). In addition, to the Security
Holder Agreement, Foris and Naxyris agreed to not convert any of
their outstanding convertible promissory notes, warrants and any
other equity-linked securities of the Company until the
Stockholder Approval, to not sell or otherwise transfer or assign
any voting securities of the Company prior to the Stockholder
Approval, and to vote any shares of Common Stock and Series C
Preferred Stock beneficially owned by them in favor of the
Stockholder Approval. The Exchange is expected to occur
concurrently with the Closing of the Offering. Foris and Naxyris
held approximately 7.0% of the Companys outstanding Common Stock
as of April 30, 2017.

The foregoing description of the Security Holder Agreement is
qualified in its entirety by reference to the Form of Security
Holder Agreement filed as Exhibit 10.3 hereto, which is
incorporated herein by reference.

Series C Preferred Stock

Each share of Series C Preferred Stock has a stated value of
$1,000 and will automatically convert into Common Stock upon the
approval by the Companys stockholders and implementation of the
Reverse Stock Split, on a 1:1 basis (i.e., each $1 of stated
value of the Series C Preferred Stock will convert into 1 share
of Common Stock) (the Series C Conversion
Rate). The Series C Conversion Rate is subject to
adjustment in the event of any dividends or distributions of the
Common Stock, or any stock split, reverse stock split,
recapitalization, reorganization or similar transaction.

The Series C Preferred Stock will be entitled to participate with
the Common Stock on an as-converted basis with respect to any
dividends or other distributions to holders of Common Stock.

The Series C Preferred Stock shall vote together as one class
with the Common Stock on an as-converted basis, and shall also
vote with respect to matters specifically affecting the Series C
Preferred Stock.

In the event of a Fundamental Transaction (as defined in the
Certificate of Designation of Preferences, Rights and Limitations
relating to the Series C Convertible Preferred Stock) the holders
of the Series C Preferred Stock will have the right to receive
the consideration receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock
for which the Series C Preferred Stock is convertible immediately
prior to such Fundamental Transaction (without regard to whether
such Series C Preferred Stock is convertible at such time), which
amount shall be paid pari passu with all holders of Common Stock.

Upon any liquidation, dissolution or winding-up of the Company,
the holders of the Series C Preferred stock shall be entitled to
receive out of the assets of the Company an amount equal to the
greater of (i) the par value of each share of Series C Preferred
Stock, plus any accrued and unpaid dividends or other amounts due
on such Series C Preferred Stock, prior to any distribution or
payment to the holders of Common Stock or (ii) the amount that a
holder would receive if the Series C Preferred Stock were fully
converted to Common Stock immediately prior to such liquidation,
dissolution or winding-up (without regard to whether such Series
C Preferred Stock is convertible at such time), which amount
shall be paid pari passu with all holders of Common Stock.

The foregoing description of the Series C Preferred Stock is
qualified in its entirety by reference to the Form of Certificate
of Designation of Preferences, Rights and Limitations of Series C
Convertible Preferred Stock (the Series C Certificate
of Designation), which is filed hereto as Exhibit
3.3 and is incorporated herein by reference. The Company will
file the Series C Certificate of Designation with the Secretary
of State of Delaware prior to the Closing.

The Series C Preferred Stock will be issued in a private exchange
to the exemption from registration under Section 3(a)(9) of the
Securities Act.

Voting Agreements

In connection with the transactions contemplated by the Purchase
Agreement, the Company and certain stockholders of the Company,
including Total Raffinage Chimie
(Total), Maxwell (Mauritius) Pte Ltd
(Temasek) and Biolding Investment SA,
entered into Voting Agreements (the Voting
Agreements), to which such existing stockholders
agreed to not sell or otherwise transfer or assign their voting
securities of the Company prior to the Stockholder Approval and
to vote their shares of Common Stock in favor of the Stockholder
Approval. The stockholders who are party to the Voting Agreements
held approximately 51.2% of the Companys outstanding Common Stock
as of April 30, 2017.

Nenter Termination Agreement

In connection with the transactions contemplated by the Purchase
Agreement and the Stockholder Agreement, on May 8, 2017, the
Company and Nenter Co., Inc. (Nenter)
entered into a letter agreement to terminate the Cooperation
Agreement, dated as of October 26, 2016 (the
Cooperation Agreement), between the
Company and Nenter. The entry into the Cooperation Agreement and
the issuance of a warrant to purchase Common Stock thereunder
were previously reported in Current Reports on Form 8-K filed by
the Company with the SEC on November 1, 2016 and November 18,
2016, which are incorporated herein by reference.

In connection with the termination of the Cooperation Agreement,
the Company agreed to pay Nenter a fee of $2.5 million on or
before June 22, 2017.

Letter Agreement

As previously reported, on July 29, 2015, the Company entered
into a Maturity Treatment Agreement with Total and Temasek, to
which Total and Temasek agreed to convert certain convertible
promissory notes of the Company held by them (the
Remaining Notes) into shares of Common
Stock in accordance with the terms of such Remaining Notes on or
prior to maturity, provided that certain events of default had
not occurred with respect to the applicable Remaining Notes prior
to such maturity. The entry into the Maturity Treatment Agreement
was previously reported in a Current Report on Form 8-K filed by
the Company with the SEC on July 30, 2015, which is incorporated
herein by reference.

On May 5, 2017, the Company entered into a letter agreement with
Temasek, to which the Company and Temasek agreed that Temaseks
Remaining Notes would no longer be subject to mandatory
conversion by Temasek at or prior to the maturity of such
Remaining Notes. Accordingly, the Company will be required to pay
any portion of such Remaining Notes that remain outstanding at
maturity in cash in accordance with the terms of such Remaining
Notes.

Item 1.02.

Termination of a Material Definitive Agreement.

The information contained in Item1.01 above is incorporated
herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained in Item1.01 above is incorporated
herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information contained in Item1.01 above is incorporated
herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in Item1.01 above is incorporated
herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are filed herewith:

	Exhibit Number	Description
	3.1	Form of Certificate of Designation of Preferences, Rights and Limitations of Series A 17.38% Convertible Preferred Stock (included in Exhibit 10.1)
	3.2	Form of Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred Stock (included in Exhibit 10.1)
	3.3	Form of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (included in Exhibit 10.2)
	4.1	Form of certificate representing the Series A Preferred Stock (included in Exhibit 10.1)
	4.2	Form of certificate representing the Series B Preferred Stock (included in Exhibit 10.1)
	4.3	Form of Cash Warrant (included in Exhibit 10.1)
	4.4	Form of Dilution Warrant (included in Exhibit 10.1)
	4.5	Form of certificate representing the Series C Preferred Stock (included in Exhibit 10.1)
	10.1	Form of Securities Purchase Agreement
	10.2	Engagement Letter, dated as of April 18, 2017, by and between the Company and Rodman Renshaw, a unit of H.C. Wainwright Co., LLC
	10.3	Form of Security Holder Agreement

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
timing of the Closing and the Exchange, the filing of the
Certificates of Designation with the Secretary of State of
Delaware, the amount of proceeds to be received by the Company
from the Offering and the uses thereof, the entry into the
Stockholder Agreement, the closing of the Second Tranche Funding
and the timing thereof, and related matters. These statements are
subject to risks and uncertainties, including the failure of
closing conditions to be satisfied, and actual results may differ
materially from these statements. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this report. The Company undertakes no
obligation to revise or update any forward-looking statements to
reflect events or circumstances after the date hereof.

About Amyris, Inc. (NASDAQ:AMRS)

Amyris, Inc. is an integrated industrial biotechnology company. The Company is engaged in research and development and sales of fuels and farnesene-derived products. It is applying its industrial synthetic biology platform to engineer, manufacture and sell products into a range of consumer and industrial markets, including cosmetics, flavors and fragrances (F&F), solvents and cleaners, polymers, lubricants, healthcare products and fuels. The Company focuses on a renewable hydrocarbon molecule called farnesene (Biofene). The Company is expanding its range of products across various categories divided into consumer and industrial applications. For consumer applications, the Company is developing and selling personal care products (which include ingredients for cosmetics and F&F), healthcare products and formulated end user products, such as Biossance brand skincare products and Muck Daddy brand hand cleaner product.

Amyris, Inc. (NASDAQ:AMRS) Recent Trading Information

Amyris, Inc. (NASDAQ:AMRS) closed its last trading session up +0.013 at 0.538 with 984,662 shares trading hands.