Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 26, 2023, Amyris, Inc. (the "Company") received a deficiency letter from the Nasdaq Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company's common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement"). The Nasdaq deficiency letter has no immediate effect on the listing of the Company's common stock which will continue to trade on The Nasdaq Global Select Market under the symbol "AMRS".

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until November 22, 2023, to regain compliance with the Minimum Bid Price Requirement. If at any time before November 22, 2023, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of ten consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

If the Company does not regain compliance with the Minimum Bid Price Requirement by November 22, 2023, the Company's common stock will become subject to delisting. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq's minimum bid price rule by November 22, 2023, including such options as effecting a reverse stock split.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 25, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") for the following purposes:

a.To elect the four Class I directors nominated by the Company's board of directors (the "Board") to serve on the Board for a three-year term ("Proposal 1");

b.To ratify the appointment of Macias Gini & O'Connell LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 ("Proposal 2");

c.To approve a non-binding advisory vote on the compensation of our named executive officers ("Proposal 3");

d.To approve a non-binding advisory vote on the frequency of future stockholder say-on-pay votes ("Proposal 4");

e.To approve an amendment to the Company's certificate of incorporation to increase the number of total authorized shares from 555,000,000 to 755,000,000 and the number of authorized shares of common stock from 550,000,000 to 750,000,000 ("Proposal 5"); and

f.To act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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The following Class I directors listed in Proposal 1 were elected to the Board based on the following votes:




                                    For         Withhold    Broker Non-Vote
               Ana Dutra        165,780,465    24,596,176     81,132,977
               Geoffrey Duyk    167,584,724    22,791,917     81,132,977
               James McCann     157,011,318    33,365,323     81,132,977
               Steven Mills     165,349,722    25,026,919     81,132,977

Proposal 2 was approved by the following vote:




                      For         Against      Abstain    Broker Non-Vote
                  251,075,958    15,477,835   4,955,825          -

Proposal 3 was approved by the following vote:




                      For         Against      Abstain    Broker Non-Vote
                  165,826,409    22,137,785   2,412,447     81,132,977

The "every one year" option in Proposal 4 was approved by the following vote:




              One Year     Two Years   Three Years     Abstain    Broker Non-Vote
             178,361,147   1,450,941    3,191,815     7,372,738     81,132,977

In accordance with the Board's recommendation and in light of such vote, the Company determined that the advisory vote to approve the compensation of the Company's named executive officers will be held every one year until the next required vote on the frequency of the advisory approval of the compensation of the Company's named executive officers.

Proposal 5 was approved by the following vote:




                      For         Against      Abstain    Broker Non-Vote
                  224,199,363    44,951,062   2,359,193          -

No further business was brought before the Annual Meeting.

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