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

8-K

false 0001200375 0001200375 2025-11-05 2025-11-05

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): November 5, 2025

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 November 6, 2025, the Company announced its financial results for the quarter ended September 30, 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 2.05 Costs Associated with Exit or Disposal Activities.

On November 6, 2025, in alignment with its enhanced strategic focus, the Company publicly announced that it is implementing a workforce reduction of approximately 24%. This measure was implemented in support of the Company’s organizational streamlining to focus on its ECO Synthesis platform. The Company expects that the payment of post-employment benefits to impacted employees, as well as the payment of other expenses such as related tax costs, will result in the recognition of an additional expense of approximately $3.5 million. The Company anticipates this expense will be recognized in the fourth quarter of 2025 and paid primarily during the same period. The Company expects the workforce reduction to be substantially completed by January 2026. These charges that the Company expects to incur are subject to a number of assumptions, including legal requirements in applicable jurisdictions, and actual expenses may differ materially from the estimates disclosed above.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director, President and Chief Executive Officer On November 5, 2025, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, appointed Alison Moore, Ph.D., as a Class III director of the Board and as the President and Chief Executive Officer of the Company, replacing Stephen Dilly, M.B.B.S., Ph.D., effective as of November 7, 2025. Dr. Moore will serve as a Class III director of the Board for an initial term expiring at the 2028 annual meeting of stockholders or until her earlier death, resignation or removal. Dr. Moore, age 59, served as the Company’s Chief Technical Officer from September 2024 to November 2025 and previously served as a director of the Board from June 2020 until her resignation from the Board in September 2024. Dr. Moore served as the Chief Technical Officer of Allogene Therapeutics, Inc., a public biotechnology company, from June 2018 to Apr

8-K

false 0001200375 0001200375 2025-08-13 2025-08-13

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): August 13, 2025

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 August 13, 2025, Codexis, Inc. announced its financial results for the quarter ended June 30, 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 August 13, 2025 relating to the financial results for the quarter ended June 30, 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: August 13, 2025

By:

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer

8-K

false 0001200375 0001200375 2025-05-14 2025-05-14

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): May 14, 2025

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 May 14, 2025, Codexis, Inc. announced its financial results for the quarter ended March 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 May 14, 2025 relating to the financial results for the quarter ended March 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: May 14, 2025

By:

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer

8-K

false 0001200375 0001200375 2025-02-27 2025-02-27

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): February 27, 2025

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 February 27, 2025, Codexis, Inc. announced its financial results for the quarter and year ended December 31, 2024. 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 February 27, 2025 relating to the financial results for the quarter and year ended December 31, 2024

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: February 27, 2025

By:

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer

8-K

false 0001200375 0001200375 2024-10-31 2024-10-31

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): October 31, 2024

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 October 31, 2024, Codexis, Inc. announced its financial results for the quarter ended September 30, 2024. 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 October 31, 2024 relating to the financial results for the quarter ended September 30, 2024

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: October 31, 2024

By:

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer

cdxs-202408080001200375false00012003752024-08-082024-08-08

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): August 8, 2024

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

Delaware001-34705 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) Registrant's telephone number, including area code (650) 421-8100 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 ClassTradingName of Each Exchange on Which Registered Symbols(s) Common Stock, par value $0.0001 per shareCDXSThe 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 2.02Results of Operations and Financial Condition.

On August 8, 2024, Codexis, Inc. announced its financial results for the quarter ended June 30, 2024. 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 9.01Financial Statement and Exhibits.

(d) Exhibits. Exhibit No.Exhibit Description 99.1Press release dated August 8, 2024 relating to the financial results for the quarter ended June 30, 2024

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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. Date: August 8, 2024

CODEXIS, INC.

By: /s/ Sriram Ryali Name:Sriram Ryali Title:Chief Financial Officer

cdxs-202405020001200375false00012003752024-05-022024-05-02

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): May 2, 2024

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

Delaware001-34705 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) Registrant's telephone number, including area code (650) 421-8100 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 ClassTradingName of Each Exchange on Which Registered Symbols(s) Common Stock, par value $0.0001 per shareCDXSThe 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 2.02Results of Operations and Financial Condition.

On May 2, 2024, Codexis, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2024. 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 contained in Item 2.02 of this Current Report (including Exhibit 99.1 attached hereto) 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 9.01Financial Statement and Exhibits.

(d) Exhibits. Exhibit No.Exhibit Description 99.1Press release dated May 2, 2024 relating to the financial results for the quarter ended March 31, 2024

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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. Date: May 2, 2024

CODEXIS, INC.

By: /s/ Sriram Ryali Name:Sriram Ryali Title:Chief Financial Officer

cdxs-202402280001200375FALSE00012003752024-02-282024-02-28

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): February 28, 2024

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)

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: ☐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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.0001 per shareCDXSThe 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 February 28, 2024, Codexis, Inc. (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 2023. 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 Statement and Exhibits

(d) Exhibits

Exhibit No.Description

99.1Press release dated February 28, 2024 relating to the financial results for the fourth quarter and year ended December 31, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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. Date: February 28, 2024

CODEXIS, INC.

By:/s/ Sriram Ryali Name:Sriram Ryali Title:Chief Financial Officer

8-K

false 0001200375 0001200375 2024-01-09 2024-01-09

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): January 9, 2024

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 January 9, 2024, Codexis, Inc. (the “Company”) reported unaudited pro forma cash and cash equivalents of approximately $70 million as of December 31, 2023, which figure includes cash and cash equivalents of approximately $65 million as of December 31, 2023 and a $5 million upfront payment (the “CDX-7108 Payment”) received in January 2024 in connection with the Company’s previously announced acquisition agreement with Nestlé Health Science (“Nestlé”), executed in December 2023, pursuant to which the Company agreed to assign its interests in its partnered product candidate CDX-7108 for the treatment of exocrine pancreatic insufficiency (including associated agreements and intellectual property rights) to Nestlé. The Company continues to expect that its existing cash and cash equivalents will be sufficient to fund its planned operations to positive cash flow, expected around the end of 2026. In addition, the Company announced that it is revising the full year 2023 guidance that it originally provided in a press release announcing preliminary financial results for the second quarter of 2023, dated July 20, 2023, and reiterated in its financial results press release for the third quarter of 2023, dated November 2, 2023.

•

Product revenues for 2023 are expected to be toward the upper end of the guidance range of $30 million to $35 million, excluding enzyme sales related to PAXLOVID™.

•

R&D revenues are now expected to be in the range of $25 million to $27 million compared to previous guidance of $21 million to $24 million, which reflects revenue from the CDX-7108 Payment received in January 2024.

•

Gross margin on product revenue is now expected to be in the range of 60% to 65%, excluding enzyme sales related to PAXLOVID™, compared to previous guidance of 55% to 65%.

This preliminary 2023 financial information reflects estimates and represents the most current information available to the Company’s management, as financial closing procedures for the fourth quarter and fiscal year ended December 31, 2023 are not yet complete. The Company expects that its actual results to be reported in its Annual Report on Form 10-K for the year ended December 31, 2023 will not differ materially from the preliminary results, however, these results are subject to change following the completion of year-end accounting procedures and adjustments, including the execution of the Company’s internal control over financial reporting, the completion of the preparation and audit of the Company’s financial statements and the subsequent occurrence or identification of events prior to the formal issuance of the audited financial statements for fiscal year 2023.

Item 7.01. Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. The inf

8-K

false 0001200375 0001200375 2023-11-02 2023-11-02

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): November 2, 2023

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 Conditions.

On November 2, 2023, Codexis, Inc. announced its financial results for the quarter ended September 30, 2023. 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 contained 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 filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press release dated November 2, 2023 relating to the financial results for the quarter ended September 30, 2023

104

Cover Page Interactive Data File (the cover page XBRL tags are 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: November 2, 2023

By:

/s/ Sriram Ryali

Sriram Ryali

Chief Financial Officer

cdxs-202308030001200375false00012003752023-08-032023-08-03

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): August 3, 2023

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

Delaware001-34705 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) Registrant's telephone number, including area code (650) 421-8100 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 ClassTradingName of Each Exchange on Which Registered Symbols(s) Common Stock, par value $0.0001 per shareCDXSThe 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 2.02Results of Operations and Financial Condition.

On August 3, 2023, Codexis, Inc. announced its financial results for the quarter ended June 30, 2023. 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 9.01Financial Statement and Exhibits.

(d) Exhibits. Exhibit No.Exhibit Description 99.1Press release dated August 3, 2023 relating to the financial results for the quarter ended June 30, 2023

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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. Date: August 3, 2023

CODEXIS, INC.

By: /s/ Sriram Ryali Name:Sriram Ryali Title:Chief Financial Officer

cdxs-202307200001200375false00012003752023-07-202023-07-20

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 20, 2023

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

Delaware001-34705 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) Registrant's telephone number, including area code (650) 421-8100 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 ClassTradingName of Each Exchange on Which Registered Symbols(s) Common Stock, par value $0.0001 per shareCDXSThe 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 2.02Results of Operations and Financial Condition.

On July 20, 2023 Codexis, Inc. (the “Company”) announced certain of its preliminary unaudited financial results for the quarter ended June 30, 2023, reiterated and provided new financial guidance, and provided an overview of certain updates in connection with its ongoing strategy to focus resources on programs with the strongest commercial opportunity and greatest probability of near-term success. 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 contained in Item 2.02 of this Current Report (including Exhibit 99.1 attached hereto) 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 2.05 Costs Associated with Exit or Disposal Activities.

On July 20, 2023, in alignment with its enhanced strategic focus, the Company publicly announced and informed its employees that it was implementing a workforce reduction of approximately 25%. This measure was implemented in support of the Company’s organizational streamlining to focus on the continued advancement and commercialization of its Enzyme-Catalyzed Oligonucleotide (ECO) Synthesis™ platform and its highly complementary Pharmaceutical Manufacturing business.

The Company expects the payment of post-employment benefits to impacted employees, as well as the payment of other expenses such as related tax costs, will result in the Company recording an expense of approximately $2.9 million. The Company anticipates this expense will be recognized in the third quarter of 2023 and paid primarily during the same period. The Company expects the workforce reduction to be substantially completed by September 30, 2023.

The charges that the Company expects to incur are subject to a number of assumptions, including legal requirements in applicable jurisdictions, and actual expenses may differ materially from the estimates disclosed above.

In addition, as part of this enhanced strategic focus, the Company is also streamlining operations by discontinuing investment in certain development programs, primarily in Biotherapeutics, and consolidating operations to its headquarters which may result in write-downs of assets and additional charges. The Company is currently not able to provide an estimate of the timing or the amount, if any, of these potential write-downs and charges it may incur. The Company will file an amendment to this Current Report on Form 8-K, as necessary, if a

cdxs-202305040001200375false00012003752023-05-042023-05-04

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): May 4, 2023

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

Delaware001-34705 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) Registrant's telephone number, including area code (650) 421-8100 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 ClassTradingName of Each Exchange on Which Registered Symbols(s) Common Stock, par value $0.0001 per shareCDXSThe 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 2.02Results of Operations and Financial Condition.

On May 4, 2023, Codexis, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2023. 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 contained in Item 2.02 of this Current Report (including Exhibit 99.1 attached hereto) 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 9.01Financial Statement and Exhibits.

(d) Exhibits. Exhibit No.Exhibit Description 99.1Press release dated May 4, 2023 relating to the financial results for the quarter ended March 31, 2023

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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. Date: May 4, 2023

CODEXIS, INC.

By: /s/ Sriram Ryali Name:Sriram Ryali Title:Chief Financial Officer

cdxs-202302230001200375FALSE00012003752023-02-232023-02-23

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): February 23, 2023

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)

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: ☐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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.0001 per shareCDXSThe 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 February 23, 2023, Codexis, Inc. (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 2022. 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 Statement and Exhibits

(d) Exhibits

Exhibit No.Description

99.1Press release dated February 23, 2023 relating to the financial results for the fourth quarter and year ended December 31, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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. Date: February 23, 2023

CODEXIS, INC.

By:/s/ Sriram Ryali Name:Sriram Ryali Title:Chief Financial Officer

cdxs-202211030001200375false00012003752022-11-032022-11-03

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): November 3, 2022

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

Delaware001-34705 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) Registrant's telephone number, including area code (650) 421-8100 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 ClassTradingName of Each Exchange on Which Registered Symbols(s) Common Stock, par value $0.0001 per shareCDXSThe 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 2.02Results of Operations and Financial Condition.

On November 3, 2022, Codexis, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2022. 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 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 9.01Financial Statement and Exhibits.

(d) Exhibits. Exhibit No.Exhibit Description 99.1Press release dated November 03, 2022 relating to the financial results for the quarter ended September 30, 2022

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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. Date: November 3, 2022

CODEXIS, INC.

By: /s/ Ross Taylor Name:Ross Taylor Title:Senior Vice President and Chief Financial Officer

cdxs-202208040001200375false00012003752022-08-042022-08-04

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): August 4, 2022

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

Delaware001-34705 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) Registrant's telephone number, including area code (650) 421-8100 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 ClassTradingName of Each Exchange on Which Registered Symbols(s) Common Stock, par value $0.0001 per shareCDXSThe 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 2.02Results of Operations and Financial Condition.

On August 4, 2022, Codexis, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2022. 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 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 9.01Financial Statement and Exhibits.

(d) Exhibits. Exhibit No.Exhibit Description 99.1Press release dated August 04, 2022 relating to the financial results for the quarter ended June 30, 2022

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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. Date: August 4, 2022

CODEXIS, INC.

By: /s/ Ross Taylor Name:Ross Taylor Title:Senior Vice President and Chief Financial Officer