CDXS

8-K

false 0001200375 0001200375 2026-07-23 2026-07-23

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): July 23, 2026

Codexis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34705

71-0872999

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 Penobscot Drive

Redwood City, CA 94063

(Address of Principal Executive Offices) (Zip Code)

(650) 421-8100

Registrant’s telephone number, including area code

Not Applicable

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication 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 Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.0001 per share

CDXS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 July 23, 2026, Codexis, Inc. (the “Company”) disclosed that it expects to report total revenue for the three months ended June 30, 2026 to be at least $14.8 million, and cash, cash equivalents and short-term investments as of June 30, 2026 of approximately $54.9 million. These amounts are preliminary and subject to completion of the Company’s financial closing procedures, including the completion of management’s reviews. Accordingly, the amounts set forth above reflect the Company’s preliminary estimates with respect to such information, based on information currently available to management as of the date of this report, and may vary from the Company’s actual financial position and results as of and for the quarter ended June 30, 2026. In addition, the Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to this unaudited preliminary financial information and does not express an opinion or any other form of assurance with respect thereto. Additional information and disclosures would be required for a more complete understanding of the Company’s financial condition, liquidity and results of operations as of and for the quarter ended June 30, 2026.

Item 8.01.

Other Events.

The information contained in Item 2.02 above is incorporated herein by reference.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “suggest,” “target,” “on track,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. To the extent that statements contained in this report are not descriptions of historical facts, they are forward-looking statements reflecting the current beliefs and expectations of management. These forward-looking statements include, but are not limited to, statements regarding the Company’s preliminary estimates of revenue and cash, cash equivalents and short-term investments as of and for the three-month period ended June 30, 2026. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could materially affect actual results. Factors that could materially

EX-99.1

2 d112205dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Codexis Reports First Quarter 2026 Financial Results

Reports revenue of $15.2 million for the first quarter, company reiterates full-year financial guidance

Three presentations at upcoming TIDES USA annual meeting to feature new data for ECO Synthesis manufacturing platform capabilities

REDWOOD CITY, Calif., May 7, 2026 — Codexis, Inc. (NASDAQ: CDXS), a leading provider of enzymatic solutions for efficient and scalable manufacturing of complex therapeutics, today announced financial results for the first quarter ended March 31, 2026, and provided a business update.

“Next week Codexis will present new data at the TIDES USA annual meeting demonstrating how the ECO Synthesis® Manufacturing Platform enables control over phosphorothioate stereochemistry. Defined stereochemistry confers overall improved product quality and has the potential to deliver increased potency, a step beyond conventional manufacturing technologies,” said Alison Moore, PhD, President and Chief Executive Officer of Codexis. “We finished the first quarter in a strong financial position with $65.1 million in cash, which we believe remains on track to fund anticipated operations through the end of 2027.”

First Quarter and Recent Business Highlights

•

Received ISO 9001 certification of our in-house manufacturing suite and successfully completed a pharmaceutical partner audit in support of future commercial products.

•

Supported the production of a pharma biocatalysis product which, following successful Phase 3 data, received FDA approval, resulting in a total portfolio of enzymes supporting 13 licensed branded pharmaceutical products.

•

Agreed to supply 50g of siRNA using the ECO Synthesis manufacturing platform to enable pre-IND studies.

•

Achieved successful development milestones of significant ECO Synthesis manufacturing platform capability, enabling siRNA of superior quality.

Upcoming Milestones

•

Codexis will host three presentations at the 2026 TIDES USA annual meeting, taking place from May 11-14, 2026, in Boston. Presentations will (1) showcase enzyme-driven stereoisomer control of siRNA, (2) demonstrate the superior performance of Codexis ligase in siRNA ligation reactions, and (3) discuss the metrics of improved sustainability of the ECO Synthesis manufacturing platform compared to Solid Phase Organic Synthesis.

Page

1

•

The Company expects to apply for a building permit during the second quarter for its ECO GMP Manufacturing Center in preparation to commence retrofit construction during the second half of 2026. Full production capability is planned by the end of 2027.

•

Expand our relationships with our CDMO partners with a goal of commencing an additional strategic partnership by the end of 2026.

•

Advance our partnerships with drug innovators toward clinical stage manufacturing agreements.

•

Seeking to sign a licensing deal with a major pharmaceutical company in the second half of 2026.

•

Continue our engagement with the FDA Emerging Technologies team to discuss ECO Synthesis-derived siRNA product

quality, stereoisomer control, and product comparability.

First Quarter 2026 Financial Highlights

•

Total revenues were $15.2 million for the first quarter of 2026 compared to $7.5 million in the first quarter of 2025. The increase was primarily due to the recognition of an additional $6.3 million in revenue from the Merck Technology Transfer agreement which we executed during the fourth quarter of 2025.

•

Product gross margin was 71% for the first quarter of 2026 compared to 55% in the first quarter of 2025. The increase in gross margin was largely due to a shift in sales toward more profitable products, and declines in less profitable, legacy products.

•

Research and Development expenses for the first quarter of 2026 were $11.4 million compared to $12.9 million in the first quarter of 2025. The decrease was primarily due to lower allocable costs, partially offset by higher employee-related costs and higher use of outside services.

•

Selling, General & Administrative expenses for the first quarter of 2026 were $9.8 million compared to $12.4 million in the first quarter of 2025. The decrease was primarily due to lower employee-related costs due to lower headcount, lower stock-based compensation expenses, and lower consultant fees and outside services.

•

The net loss for the first quarter of 2026 was $8.7 million, or $0.10 per share, compared to a net loss of $20.7 million, or $0.25 per share, for the first quarter of 2025.

•

As of March 31, 2026, Codexis had $65.1 million in cash, cash equivalents, and short-term investments.

2026 Financial Guidance Reiterated

Codexis reiterated its full-year 2026 financial guidance as follows:

•

Total revenues are expected to be in the range of $72 million to $76 million.

•

Codexis expects that its existing cash, cash equivalents, and short-term investments will be sufficient to fund its planned o

8-K

false 0001200375 0001200375 2026-03-11 2026-03-11

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 11, 2026

Codexis, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-34705

71-0872999

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

200 Penobscot Drive Redwood City, CA 94063 (Address of Principal Executive Offices) (Zip Code) (650) 421-8100 Registrant’s telephone number, including area code Not Applicable (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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication 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 Class

Trading Symbols(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share

CDXS

The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 11, 2026, Codexis, Inc. announced its financial results for the quarter and year ended December 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press release dated March 11, 2026 relating to the financial results for the quarter and year ended December 31, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

CODEXIS, INC.

Date: March 11, 2026

By:

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer and Chief Business Officer