Amyris: $1.15B Debt Cut in B2B Reorganization

Amyris, Inc. filed chapter 11 petitions on August 9, 2023, in the U.S. Bankruptcy Court for the District of Delaware, listing approximately $1.15 billion in funded debt against a synthetic biology platform and a portfolio of consumer beauty brands that would ultimately sell for less than $30 million in aggregate. The filing followed a management transition, workforce reductions totaling roughly 30%, and an Audit Committee investigation into supply-chain administration irregularities dating to 2021.

The case moved from petition to confirmation in six months across eleven jointly administered debtor entities. A $190 million DIP facility from affiliated lender Euagore, LLC carried a built-in toggle requiring the debtors to pursue a consensual restructuring within 35 days or pivot to an all-asset sale. Seven consumer brands were auctioned and sold individually, the core Lab-to-Market technology platform failed to attract a qualifying bid above a $255.8 million reserve price, and the debtors reorganized around that retained platform as "Amyris 2.0." The confirmed plan eliminated roughly $1 billion in debt — nearly 80% of the prepetition capital structure — and transferred 100% of reorganized equity to the Foris secured lenders. The plan went effective on May 7, 2024, and a final decree closed all cases except one trust-administration entity in December 2024.

Debtor(s)	Amyris, Inc. (11 jointly administered entities)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	23-11131
Petition Date	August 9, 2023
Judge	Hon. Thomas M. Horan
Confirmation Date	February 7, 2024
Claims Agent	Stretto, Inc.
DIP Facility	$190 million superpriority facility from Euagore, LLC (Foris affiliate); 12% PIK interest; toggle to 363 sale after 35 days

Company Background and Causes of Distress

Amyris was a synthetic biology and biomanufacturing company founded in 2003 and headquartered in Emeryville, California. The company traded on NASDAQ under the symbol "AMRS" and built its business around a proprietary Lab-to-Market platform that used molecular biology, genetic engineering, machine learning, and fermentation to convert plant-based sugars into biological molecules. The technology was supported by nearly 700 patents and had commercialized sixteen products at the time of filing. The initial filing covered eight debtor entities; on August 21, 2023, three additional affiliates — Clean Beauty Collaborative, Inc., Clean Beauty 4U Holdings, LLC, and Clean Beauty 4U LLC — filed separate chapter 11 petitions and were jointly administered with the lead case, bringing the total to eleven entities.

The company operated two business lines: a B2B ingredient manufacturing and licensing operation producing sustainable alternatives for flavors, fragrances, sweeteners, cosmetics, and pharmaceuticals; and a portfolio of consumer clean beauty brands sold through e-commerce and retail partners including Sephora, Target, and Walmart. Operating consumer brands at filing included Biossance, JVN, Rose Inc., Pipette, MenoLabs, Stripes, and 4U by Tia. Four additional brands — Terasana, EcoFabulous, Costa Brazil, and OLIKA — had already been discontinued, and the company had sold its consumer marketing agency, MGE.

Key B2B partners included DSM (now DSM-Firmenich), Givaudan, Yifan, and PureCircle, with relationships involving supply agreements, licensing arrangements, and earn-out structures. These commercial relationships — and the need to renegotiate supply agreements with DSM and Givaudan to improve cost-effectiveness — became central to the restructuring negotiations.

Liquidity crisis. Amyris had historically relied on equity and debt capital markets to fund recurring operating losses. By mid-2023, the company faced severe liquidity constraints and an overleveraged balance sheet that could no longer support operations through further capital raises.

Supply-chain irregularities. The Audit Committee engaged outside legal and forensic experts after learning of allegations regarding supply-chain administration irregularities between Q3 2021 and Q4 2022. Individuals identified as involved were separated from the company, but the investigation had not concluded by the petition date.

Management transition. On June 26, 2023, John Melo departed as President and CEO. Han Kieftenbeld was appointed Interim CEO. The Board established a Restructuring Committee on June 5, 2023, and appointed Philip J. Gund as Chief Restructuring Officer and M. Freddie Reiss as an independent director.

Workforce reductions. The company implemented two reductions in force on June 26 and August 7, 2023, collectively cutting approximately 30% of the workforce.

Strategic pivot. The restructuring was designed to exit the consumer brands businesses entirely and refocus the reorganized company on its core Lab-to-Market competencies: research and development, manufacturing at scale, and commercializing ingredients through B2B partnerships. The DIP financing's toggle provision gave the debtors 35 days to negotiate a consensual restructuring or face a forced all-asset sale, creating structural urgency that shaped the entire case trajectory.

Capital Structure at Filing

As of the petition date, the debtors carried approximately $1.15 billion in funded debt plus an estimated $95 million in trade payables.

Foris prepetition secured loans. Foris, Perrara Ventures, LLC, Anesma Group, LLC, Anjo Ventures, LLC, and Muirisc, LLC collectively held at least $295 million in aggregate principal. The plan allowed these claims at $296 million plus at least $16.1 million in accrued interest, totaling at least $312.1 million. The loans were secured by first-priority interests in substantially all debtor assets including patents, copyrights, trademarks, and cash collateral.

DSM secured debt. DSM Finance B.V. held approximately $74 million under a Loan and Security Agreement dated October 11, 2022, structured in three tranches: roughly $45 million for Tranches 1 and 2, and approximately $29 million for Tranche 3. DSM's collateral included rights to earn-out amounts from DSM Nutritional Products Ltd. and a pledge of the debtors' 69% equity interest in Amyris RealSweet, LLC.

Convertible notes. Approximately $690 million outstanding under 1.50% convertible unsecured senior notes due 2026, issued pursuant to an indenture dated November 15, 2021, with interest payable semiannually on May 15 and November 15.

Trade payables. Estimated at approximately $95 million as of July 31, 2023.

Equity. The company traded on NASDAQ as "AMRS." As of December 31, 2022, over 30% of the capital stock was beneficially owned by a limited number of stockholders including Foris and DSM, who held combinations of convertible preferred stock, warrants, and purchase rights. As of July 10, 2023, there were 182 common stockholders of record. Under the confirmed plan, all existing equity interests were extinguished with no distribution to holders.

DIP Financing and the Toggle Provision

The debtors obtained a $190 million senior secured superpriority DIP facility from Euagore, LLC, an entity affiliated with the Foris prepetition secured lenders. The facility allowed an interim draw of up to $70 million in no more than two draws before the Final DIP Order, and up to $120 million additional upon final approval. Interest was set at 12% per annum, fixed, compounded monthly, and paid in kind, with a default rate of 14% (12% plus 2% additional). Maturity was the earlier of December 31, 2023, the plan effective date, dismissal or conversion, consummation of an all-asset sale, or an event of default. The facility carried a 3% exit premium on outstanding advances payable upon closing of an all-asset sale, and required mandatory prepayment of 100% of net proceeds from any disposition of collateral outside the ordinary course. Use of proceeds was restricted to working capital, general corporate purposes, authorized professional fees, and adequate protection payments, all subject to the DIP budget. The Foris prepetition secured lenders received adequate protection for diminution in value of their interests in the prepetition collateral, and DIP liens were subject to a professional fee carve-out.

Toggle provision. The DIP agreement required the debtors to use the first 35 days of the case to negotiate a consensual restructuring. If unsuccessful, the agreement would toggle to require a sale of substantially all assets under section 363 of the Bankruptcy Code. The debtors reached a Plan Support Agreement within the negotiation window, avoiding the forced sale path.

The Interim DIP Order was entered on August 11, 2023. The Official Committee of Unsecured Creditors, appointed on August 27, 2023, filed a statement regarding the DIP financing raising concerns about adequate protection and the Committee's investigation challenge period. The Final DIP Order was entered on October 16, 2023, following a contested hearing that included objections from Lavvan, Inc. and statements from the Committee and the Ad Hoc Cross-Holder Group. The Final DIP Order extended the Committee's investigation challenge period, reflecting the negotiated compromise between the debtors, the DIP lender, and the Committee over the scope of prepetition lien validity and adequate protection.

Consumer Brand Sales

The court approved bid procedures for the sale of the debtors' seven operating consumer brands on October 16, 2023. Intrepid Investment Bankers, LLC managed the marketing and auction process. The timeline set a Qualified Bid Deadline of November 14, 2023, an auction on November 28, 2023, a sale hearing on December 12, 2023, and a closing deadline of December 29, 2023. The debtors reserved the right to designate stalking horse bidders with break-up fees capped at 3% of cash consideration plus up to $350,000 in expense reimbursement.

Individual brand sales closed in December 2023 and January 2024:

Brand	Purchaser	Approved Sale Price
Biossance	THG Beauty USA LLC	$20,000,000
JVN	Windsong Global, LLC	$1,250,000
Rose Inc.	AA Investments (HK) Ltd.	$2,500,000
Pipette	Windsong Global, LLC	$1,750,000
MenoLabs	Dr. Reddy's Laboratories, Inc.	$3,000,000
Stripes	Sakana, LLC	$500,000
4U by Tia	Scent Theory Products, LLC	$600,000

Sale orders were entered on a rolling basis: the Biossance and 4U by Tia orders on December 12, 2023; the Pipette, Rose Inc., and Stripes orders on December 21, 2023; an initial JVN order on December 20, 2023 followed by a final JVN sale order on January 4, 2024 approving the $1.25 million sale to Windsong Global. Total consumer brand sale proceeds reached approximately $29.6 million. Biossance alone represented roughly two-thirds of total brand-sale value. The non-operating brand Onda Beauty was separately sold, with a sale order entered on October 11, 2023.

Lab-to-Market Asset Process and "Amyris 2.0"

Under the Plan Support Agreement, the debtors were required to initiate a sale process for the Lab-to-Market assets. Bid procedures were approved on December 20, 2023, with a minimum reserve price of $255.8 million. Intrepid Investment Bankers conducted outreach to over 80 strategic and financial parties, including potential acquirors in biotechnology, specialty chemicals, and private equity. No qualifying bids were received above the minimum reserve price by the deadline, confirming that the Lab-to-Market platform's value resided in its operational potential rather than in a near-term sale.

The bankruptcy court retained The Michel-Shaked Group to conduct an enterprise and intellectual property valuation of the company, using a profit-split methodology to assess the Lab-to-Market platform's value. The Second Amended Disclosure Statement included a liquidation analysis, financial projections, and a Committee support letter as exhibits, providing the court and creditors with the analytical basis for evaluating the reorganization path against a hypothetical chapter 7 liquidation. Separately, the debtors obtained court authorization to execute written consent of the Board of Managers of Novvi LLC — an Amyris joint venture with Chevron focused on renewable base oils — to facilitate Novvi's own chapter 11 filing and restructuring in the Southern District of Texas.

The failed sale process resulted in the debtors reorganizing around the retained Lab-to-Market platform. The restructured company emerged as "Amyris 2.0," a B2B precision fermentation business operating from its Brazilian production facility. The pivot eliminated the consumer brands vertical entirely and concentrated the reorganized entity on research and development, manufacturing at scale, and commercializing sustainable ingredients through existing B2B partnerships with firms including DSM-Firmenich and Givaudan. Foris and affiliated entities — which had controlled the prepetition secured debt — became the sole equity holders of the reorganized company.

Plan Treatment and Recoveries

The plan evolved through multiple iterations during the case. An initial disclosure statement and plan were filed on October 12, 2023. A Second Amended Plan followed on December 12, 2023, the same day the court entered the Disclosure Statement Approval Order on December 13, 2023. On December 14, 2023, the debtors filed an Executed Revised Amended and Restated Plan Support Agreement reflecting the Official Committee of Unsecured Creditors' joinder to the restructuring framework. The Third Amended Joint chapter 11 Plan was filed on January 22, 2024, accompanied by confirmation declarations from Interim CEO Han Kieftenbeld, CRO Philip J. Gund, PwC's Bradley M. Orelowitz, and Pachulski Stang's Steven J. Fleming. Stretto filed a ballot certification summarizing the voting results across all impaired classes. The Official Committee of Unsecured Creditors filed a statement in support of the Third Amended Plan, confirming that the negotiated creditor trust structure and third-party release framework met the Committee's requirements for plan support. The plan was confirmed on February 7, 2024 following a confirmation hearing held the prior day, eliminating approximately $1 billion in debt — nearly 80% of the prepetition capital structure.

Class	Description	Status	Treatment
1	Other Secured Claims	Unimpaired	Full cash payment, collateral return, or reinstatement
2	Other Priority Claims	Unimpaired	Full cash payment
3	Foris Prepetition Secured Claims	Impaired / Accepted	Net sale proceeds plus conversion into Exit First Lien Facility and/or 100% of New Common Stock
4	DSM RealSweet Secured Claims	Impaired / Accepted	DSM Plan Promissory Note per DSM Term Sheet
5	DSM Other Secured Claims	Impaired / Accepted	Offset of earn-out obligations against claims; no other distribution
6	Lavvan Secured Claim	Impaired / Accepted	$15,140,000 cash payment per Lavvan Settlement Agreement
7	Convertible Note Claims	Impaired / Accepted	Pro rata Creditor Trust Interests (shared with Class 8)
8	General Unsecured Claims	Impaired / Accepted	Pro rata Creditor Trust Interests (shared with Class 7)
9	DSM Contract Claims	Impaired / Accepted	Allowed at $0 per DSM Term Sheet
10	Givaudan Contract Claims	Impaired / Accepted	Allowed at $0
11	Intercompany Claims	Impaired / Consented	Reinstated, adjusted, or canceled
12	Section 510(b) Claims	Impaired / Deemed Rejecting	No distribution
13	Intercompany Interests	Unimpaired	Remain outstanding
14	Amyris Equity Interests	Impaired / Deemed Rejecting	Extinguished; no distribution

Exit facility. The reorganized debtors emerged with a $160 million Exit First Lien Facility (increased from an initial $145 million during the confirmation process), provided by entities affiliated with the Foris secured parties. Exit facility proceeds, combined with approximately $30.8 million in asset sale proceeds, funded Effective Date payments including the Lavvan settlement, the Third-Party Release Settlement Amount, and the Estate Claims Settlement Cash Consideration.

Creditor Trust. The plan established the AMRS Creditor Trust with initial cash funding of $2 million for the benefit of Class 7 (convertible noteholders) and Class 8 (general unsecured creditors). Alexandre Zyngier was appointed as Creditor Trustee. The Trust was authorized to manage claims reconciliation, pursue preference and avoidance actions, and make distributions to beneficiaries, with a potential duration of five to eight years.

Third-party releases. The US Trustee objected to nonconsensual third-party releases. The court sustained the objection in part and overruled it in part, permitting releases only on a consensual opt-out basis. Stakeholders were provided with opt-out forms in ballots and notices.

Effective Date. The plan went effective on May 7, 2024. The reorganized debtors filed a motion for final decree on November 27, 2024, and the court entered the Final Decree on December 13, 2024, closing all cases except AB Technologies, LLC, which remained open to facilitate ongoing Trust administration and claims reconciliation.

Contested Matters and Settlements

Noteholder and shareholder objections. During the disclosure and plan solicitation process, noteholders and shareholders objected to the plan on grounds including a perceived lack of transparency regarding third-party releases and the scope of exculpation provisions. The Ad Hoc Cross-Holder Group filed a separate objection and reservation of rights to the disclosure statement approval motion, challenging the adequacy of the solicitation procedures and the scope of the release provisions. Individual shareholder Andrew E. Roth filed a declaration opposing confirmation of the Second Amended Plan. These objections contributed to the plan's evolution from the initial filing through three amended versions before confirmation.

Lavvan, Inc. dispute. Lavvan and Amyris entered a Research, Collaboration and License Agreement in March 2019 related to cannabinoid ingredients. In August 2020, Lavvan commenced arbitration seeking nearly $900 million in damages for breach of contract and separately filed a patent infringement and trade secret misappropriation action in the Southern District of New York. An ICC arbitration tribunal found that Amyris breached both the agreement and a fiduciary duty owed to Lavvan under New York law, ordering disgorgement of cannabinoid sales profits, prohibiting future cannabinoid manufacturing without Lavvan's consent, and ordering Amyris to pay $820,458 in arbitration costs.

During the case, Lavvan objected to the DIP financing, objected to the plan, and pursued motions regarding claim estimation and security interest priority. The dispute was resolved through the Lavvan Settlement: Amyris agreed to pay Lavvan $15,140,000 in cash on the Effective Date (Class 6 allowed secured claim), and Lavvan transferred all its cannabinoid IP rights and licenses to Amyris, with mutual general releases. The settlement was incorporated into the plan and approved as part of confirmation.

DSM-Firmenich dispute. DSM held secured claims totaling approximately $74 million and sought to enforce its contractual rights under section 365(n) of the Bankruptcy Code regarding supply, licensing, and earn-out arrangements. DSM filed a motion to compel compliance with contract treatment obligations. The dispute was resolved through the DSM Term Sheet: DSM's contracts were assumed and amended, the RealSweet secured claims were addressed through a promissory note and pledge agreement, and DSM's contract claims were allowed at $0. The confirmation order declared null and void a notice of contract termination Amyris had sent to DSM on August 7, 2023, and estopped Amyris from asserting that the merger creating DSM-Firmenich constituted a breach of the Firmenich Collaboration Agreement.

Committee Jefferies retention dispute. The Committee's retention of Jefferies LLC as investment banker under section 328(a) became a contested issue when the debtors and the Foris DIP lenders objected to the application and Foris filed a joinder in support of the debtors' objection. The Committee filed supplemental declarations defending the engagement terms, and the dispute required multiple hearing continuations before the retention was ultimately approved by the court.

Oracle limited objection. Oracle filed a limited objection and reservation of rights regarding the debtors' sale motion and the assumption and assignment of executory contracts, seeking to protect its contractual interests through the brand sale process.

US Trustee releases objection. The US Trustee objected to nonconsensual third-party releases in both the Second and Third Amended Plans. The court sustained the objection in part and overruled it in part, permitting releases only on a consensual opt-out basis with opt-out forms distributed in ballots and notices.

Post-confirmation Trust activity. Following the Effective Date, the AMRS Creditor Trust pursued active post-confirmation work including claims reconciliation through omnibus objections, preference litigation — including Zyngier v. Melo, in which the Trust sued the former CEO — and eventual distributions to Class 7 and Class 8 beneficiaries. AB Technologies, LLC remained the sole open debtor entity as of the Final Decree date to facilitate ongoing Trust administration.

Professional Fees and Case Administration

The court entered an Omnibus Final Fee Order on July 26, 2024, awarding final fees and expenses to the debtors' retained professionals for the period August 9, 2023 through May 7, 2024:

Professional	Role	Total Awarded
Pachulski Stang Ziehl & Jones LLP	Debtors' Counsel	$15,471,900
PwC US Business Advisory LLP	Financial Advisor	$9,551,475
Intrepid Investment Bankers LLC	Investment Banker	$8,453,434
Allen Overy Shearman Sterling US LLP	Special Counsel	$2,081,579
KTBS Law LLP	Special Counsel	$1,637,382
Back Bay Management Corporation	Expert Consultants	$929,921
Gordon Rees Scully Mansukhani, LLP	Special Counsel	$571,388
Fenwick & West LLP	Special Corporate Counsel	$454,728
Stretto, Inc.	Administrative Advisor	$15,727
Total		$39,167,534

The Official Committee of Unsecured Creditors retained White & Case LLP as counsel, FTI Consulting, Inc. as financial advisor, and Jefferies LLC as investment banker. The Ad Hoc Noteholders Group (convertible noteholders) received restructuring expenses capped at $1,700,000. The Ad Hoc Cross-Holder Group received restructuring expenses capped at $450,000.

Employee retention and incentives. The debtors filed a KEIP/KERP motion on August 24, 2023, seeking approval of a Key Employee Incentive Plan for senior leadership and a Key Employee Retention Plan for non-insider employees. A modified KEIP motion was filed on December 19, 2023, adjusting the incentive structure during the confirmation process.

Claims administration. The court entered a bar date order on October 13, 2023, setting a general claims bar date of November 15, 2023 for filing proofs of claim, with a separate governmental unit bar date and procedures for amended schedules and rejection damages claims. Following the Effective Date, the reorganized debtors pursued active claims reconciliation through multiple omnibus objections: a first omnibus objection (substantive reclassification) filed February 16, 2024; a second omnibus objection (non-substantive duplicate and amended claims) and a third omnibus objection (no-liability and multi-debtor duplicate claims) both filed March 15, 2024; and a fourth omnibus objection (no-liability tax and employee claims) filed May 14, 2024.

Key Case Timeline

Date	Event
June 5, 2023	Board establishes Restructuring Committee
June 26, 2023	CEO John Melo departs; Han Kieftenbeld appointed Interim CEO; first RIF (~15% of workforce)
August 7, 2023	Second RIF (cumulative ~30% workforce reduction)
August 9, 2023	chapter 11 petitions filed; $190M DIP financing secured
August 11, 2023	Interim DIP/Cash Collateral Order entered; joint administration order for eight initial entities; first day relief granted
August 21, 2023	Three affiliate entities (Clean Beauty Collaborative, Clean Beauty 4U Holdings, and Clean Beauty 4U) file chapter 11 petitions and are jointly administered
August 27, 2023	Official Committee of Unsecured Creditors appointed
October 11, 2023	Onda Beauty non-operating brand sale approved
October 12, 2023	Initial disclosure statement and plan filed
October 13, 2023	Bar date order entered (general claims deadline: November 15, 2023)
October 16, 2023	Final DIP Order entered; Brand Bid Procedures Order approved
November 28, 2023	Auction for operating consumer brand assets
December 12, 2023	Biossance and 4U by Tia sale orders; Second Amended Plan filed
December 13, 2023	Disclosure Statement Approval Order entered
December 14, 2023	Executed Revised Amended and Restated Plan Support Agreement filed with Committee joinder
December 20, 2023	Lab-to-Market Bid Procedures approved; initial JVN sale order
December 21, 2023	Pipette, Rose Inc., Stripes sale orders approved
January 4, 2024	Final JVN sale order ($1.25M to Windsong Global)
January 22, 2024	Third Amended Joint Plan filed
January 23, 2024	Confirmation hearing held
February 7, 2024	Confirmation Order entered
May 7, 2024	Plan Effective Date; company emerges from bankruptcy
July 26, 2024	Omnibus Final Fee Order entered
November 27, 2024	Motion for final decree filed
December 13, 2024	Final Decree entered (all cases except AB Technologies, LLC)

Frequently Asked Questions

What happened to Amyris?

Amyris, Inc. filed chapter 11 petitions on August 9, 2023, in the District of Delaware with approximately $1.15 billion in funded debt. The company sold its seven consumer beauty brands for roughly $29.6 million, failed to attract a qualifying bid for its core Lab-to-Market technology platform, and reorganized around that platform as "Amyris 2.0." The confirmed plan eliminated approximately $1 billion in debt and transferred 100% of reorganized equity to the Foris secured lenders. The plan went effective on May 7, 2024.

Who is the claims agent for Amyris?

Stretto, Inc. serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

What happened to Amyris consumer brands like Biossance and Pipette?

All seven operating consumer brands were sold through court-approved auctions in December 2023 and January 2024. Biossance was acquired by THG Beauty USA LLC for $20 million, Pipette and JVN were purchased by Windsong Global for $1.75 million and $1.25 million respectively, Rose Inc. went to AA Investments for $2.5 million, MenoLabs to Dr. Reddy's Laboratories for $3 million, Stripes to Sakana for $500,000, and 4U by Tia to Scent Theory Products for $600,000.

Did convertible noteholders recover anything?

Holders of approximately $690 million in convertible notes received pro rata interests in the AMRS Creditor Trust, which was initially funded with $2 million. General unsecured creditors shared in the same trust. Existing equity was extinguished with no distribution.

For more bankruptcy case coverage, visit the ElevenFlo bankruptcy blog.