S-8 1 s-8august2022.htm S-8 Document

As filed with the Securities and Exchange Commission on August 9, 2022
Registration No. 333-              
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
________________

Amyris, Inc.
(Exact name of Registrant as specified in its charter)
Delaware55-0856151
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)Identification Number)
Amyris, Inc.
5885 Hollis Street, Suite 100
Emeryville, CA 94608
(510) 450-0761
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

2010 Employee Stock Purchase Plan
2020 Equity Incentive Plan
(Full title of the plans)
John Melo
President and Chief Executive Officer
Amyris, Inc.
5885 Hollis Street, Suite 100
Emeryville, CA 94608
(510) 450-0761
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Gordon K. Davidson, Esq.
Faisal Rashid, Esq.
Amanda L. Rose, Esq.
Ryan Mitteness, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer☐Smaller reporting company
☐
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 7(a)(2)(B) of the Securities Act.  


REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Amyris, Inc. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the "SEC") to register (1) 15,444,995 additional shares of common stock available for grant and issuance under the registrant’s 2020 Equity Incentive Plan (as amended, the “2020 Plan”) and (2) 3,088,999 additional shares of common stock reserved for issuance under the Amended and Restated 2010 Employee Stock Purchase Plan (the “2010 ESPP”), pursuant to the provisions of those plans providing for an annual increase in the number of shares subject to such plans equal to the lesser of (i) 5% of the registrant’s issued and outstanding shares of common stock as of December 31, 2021, in the case of the 2020 Plan, and 1% of the registrant’s issued and outstanding shares of common stock as of December 31, 2021, in the case of the 2010 ESPP or (ii) a number of shares as determined by the registrant’s Board of Directors (the “Board”) or Leadership, Development, Inclusion, and Compensation Committee of the Board; provided, that in the case of the 2010 ESPP, the aggregate number of shares issued over the term of the 2010 ESPP shall not exceed 24,666,660 shares of common stock. The Board has approved an increase in the number of shares available for grant and issuance under the 2010 EIP equal to approximately 5% of the registrant’s issued and outstanding shares of common stock as of December 31, 2021 and an increase in the number of shares reserved for issuance under the 2010 ESPP equal to approximately 1% of the registrant’s issued and outstanding shares of common stock as of December 31, 2021.

This Registration Statement hereby incorporates by reference the contents of the registrant’s registration statements on Form S-8 filed with the SEC on October 1, 2010 (Registration No. 333-169715), February 28, 2011 (Registration No. 333-172514), March 9, 2012 (Registration No. 333-180006), March 28, 2013 (Registration No. 333-187598), May 20, 2013 (Registration No. 333-188711), April 14, 2014 (Registration No. 333-195259), April 2, 2015 (Registration No. 333-203213), April 1, 2016 (Registration No. 333-210569), April 17, 2017 (Registration No. 333-217345), April 18, 2018 (Registration No. 333-224316), October 9, 2019 (Registration No. 333-234135), July 10, 2020 (Registration No. 333-239820), and July 30, 2021 (Registration No. 333-258319).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.
The following documents have been filed with the Commission by the Registrant and are hereby incorporated in this registration statement by reference, excluding any disclosures therein that have been furnished and not filed:
•The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 9, 2022;
•The Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 11, 2022 (solely to the extent incorporated by reference into Part III of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021);
•The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 10, 2022, and for the quarter ended June 30, 2022, filed with the Commission on August 9, 2022;
•All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to above; and
•The description of Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A filed with the Commission on September 24, 2010, including any amendment or report filed for the purpose of updating such description.


All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered under the registration statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and shall be a part hereof from the respective dates of filing such documents (other than any portions of such documents that are deemed furnished under applicable Commission rules rather than filed).
Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8.Exhibits.
Exhibit NumberDescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.0110-Q001-348853.12010-11-10
4.02S-8333-1887114.022013-05-20
4.0310-Q001-348853.022014-08-08
4.04S-3/A333-2063313.032015-11-04
4.0510-Q001-348853.052016-08-09
4.06S-3333-2197323.072017-08-04
4.07S-8001-348854.122020-07-10
4.08S-8333-2583194.142021-07-30
4.0910-Q001-348853.012022-08-09
4.1010-Q001-348853.022010-11-10
4.11S-3333-2197324.012017-08-04
4.12S-8333-2583194.172021-07-30
4.13S-8333-2583194.182021-07-30
4.14S-8333-2583194.192021-07-30
4.15S-8333-2583194.202021-07-30
4.168-K 001-34885 4.12021-11-15
5.01X
23.01X
23.03X
24.01X
107X



Item 9.Undertakings.
(a)  The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
   
(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has


been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on this 9th day of August, 2022.

    AMYRIS, INC.

    By: /s/ John Melo________________________
John Melo
    President and Chief Executive Officer




POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John Melo and Han Kieftenbeld, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 Signature
TitleDate
/s/   John MeloDirector, President and Chief Executive OfficerAugust 9, 2022
John Melo(Principal Executive Officer)
/s/    Han KieftenbeldChief Financial & Administration OfficerAugust 9, 2022
Han Kieftenbeld(Principal Financial Officer)
/s/    John DoerrDirectorAugust 9, 2022
John Doerr
/s/    Ana DutraDirectorAugust 9, 2022
Ana Dutra
/s/    Geoffrey DuykDirectorAugust 9, 2022
Geoffrey Duyk
/s/    Philip EykermanDirectorAugust 9, 2022
Philip Eykerman
/s/    Frank KungDirectorAugust 9, 2022
Frank Kung
/s/     James McCannDirectorAugust 9, 2022
James McCann
/s/     Steve MillsDirectorAugust 9, 2022
Steve Mills
/s/     Ryan PanchadsaramDirectorAugust 9, 2022
Ryan Panchadsaram
/s/     Lisa QiDirectorAugust 9, 2022
Lisa Qi
/s/     Julie Spencer WashingtonDirectorAugust 9, 2022
Julie Spencer Washington