5 unchanged sentences
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023 at the reasonable assurance level.
−Removed: Remediation of Previously Reported Material Weakness
−Removed: A material weakness in internal control over financial reporting was identified in the first quarter of 2022 related to management's controls over the revenue recognition process in the three months ended March 31, 2022.
−Removed: Specifically, our controls addressing the completeness and accuracy of reports used to calculate product revenue from arrangements subject to over time revenue recognition did not operate at the proper level of precision to identify material errors.
−Removed: The control deficiency resulted in a material misstatement of revenue related accounts in the three months ended March 31, 2022, which management corrected before the financial statements for the three months ended March 31, 2022 were issued
−Removed: We implemented a detailed plan for the remediation of the material weakness identified in the first quarter of 2022, including an enhancement of management's review controls over revenue and the level of detail and precision applied when reviewing the completeness and accuracy of reports used to determine product revenue for arrangements subject to over time revenue recognition.
−Removed: We believe that our remediation efforts to enhance the controls surrounding product revenue for arrangements subject to over time revenue recognition are significant improvements to our processes and controls which address the material weakness.
−Removed: The remediation process was complete as of December 31, 2022, when our enhanced controls were operational for a sufficient period of time and tested, which enabled management to conclude that the enhanced controls related to revenue recognition are operating effectively.
Management’s Report on Internal Control over Financial Reporting
4 unchanged sentences
We reviewed the results of management’s assessment with our Audit Committee.
−Removed: Our internal control over financial reporting as of December 31, 2022 has been audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report.
+Added: Our internal control over financial reporting as of December 31, 2023 has been audited by BDO USA, P.C., an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report.
Inherent Limitations on Effectiveness of Controls
3 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: Other than as described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act, which occurred during the fourth fiscal quarter of the year ended December 31, 2022, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act, which occurred during the fourth fiscal quarter of the year ended December 31, 2023, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
−Removed: Not applicable.
+Added: Rule 10b5-1 Trading Arrangements
+Added: During the three months ended December 31, 2023, none of the directors or executive officers of the Company adopted or terminated any contracts, instructions, or written plans for the purchase or sale of our securities that were intended to meet the affirmative defense conditions of Rule 10b5-1(c) or any other “non-Rule 10b5-1 trading arrangement.”
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: We have adopted a code of conduct applicable to our principal executive, financial and accounting officers and all persons performing similar functions.
+Added: We have adopted a code of ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions.
A copy of our code of ethics is available on our principal corporate website at www.codexis.com in the Investors section under “Corporate Governance."
−Removed: The information required by this item concerning our directors, executive officers, compliance with Section 16 of the Exchange Act, our code of ethics and our Nominating and Corporate Governance Committee, and our Audit Committee is incorporated by reference from the information that will be set forth in the sections under the headings "Election of Directors," "Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance" and "Corporate Governance Matters" in the 2023 Proxy Statement.
+Added: The information required by this item is incorporated by reference from the information that will be set forth in the 2024 Proxy Statement.
EXECUTIVE COMPENSATION
−Removed: The information required by this item concerning executive compensation and our Compensation Committee is incorporated by reference from the information that will be set forth in the 2023 Proxy Statement under the headings "Executive Compensation," and "Corporate Governance Matters."
+Added: The information required by this item is incorporated by reference from the information that will be set forth in the 2024 Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this item concerning securities authorized for issuance under equity compensation plans and security ownership of certain beneficial owners and management is incorporated by reference from the information that will be set forth in the 2023 Proxy Statement under the headings "Executive Compensation—Equity Compensation Plan Information" and "Information Concerning Voting and Solicitation—Security Ownership of Certain Beneficial Owners and Management."
+Added: The information required by this item is incorporated by reference from the information that will be set forth in the 2024 Proxy Statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
−Removed: The information required by this item concerning transactions with related persons and director independence is incorporated by reference from the information that will be set forth in the 2023 Proxy Statement under the headings "Certain Relationships and Related Transactions" and "Corporate Governance Matters."
+Added: The information required by this item is incorporated by reference from the information that will be set forth in the 2024 Proxy Statement.
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: The information required by this item is incorporated by reference from the information that will be set forth in the 2023 Proxy Statement under the heading "Ratification of Independent Registered Public Accounting Firm—Principal Accounting Fees and Services."
+Added: The information required by this item is incorporated by reference from the information that will be set forth in the 2024 Proxy Statement.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3 unchanged sentences
EXHIBIT INDEX
+Added: 1.1 Equity Distribution Agreement, dated as of May 7, 2021, between Codexis, Inc.
+Added: and Piper Sandler & Co.
+Added: (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on May 7, 2021).
3.1 Amended and Restated Certificate of Incorporation of Codexis, Inc.
1 unchanged sentence
3.2 Certificate of Designations of Series A Junior Participating Preferred Stock of Codexis, Inc., filed with the Secretary of State of the State of Delaware on September 4, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on September 4, 2012).
+Added: 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Codexis, Inc., filed with the Secretary of the State of the State of Delaware on June 14, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 16, 2023).
3.4 Amended and Restated Bylaws of Codexis, Inc.
−Removed: effective as of April 27, 2010 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 28, 2010).
+Added: effective as of February 8 , 2024 (incorporated by reference to Exhibit 3.
+Added: 1 to the Company’s Current Report on Form 8-K , filed on February 9, 2024 ).
4.1 Reference is made to Exhibits 3.1 through 3.4.
4.2 Form of the Company’s Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012).
−Removed: 4.3 Description of Codexis' Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ( incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2022).
+Added: 4.3 Form of Warrant to Purchase Common Stock for Codexis, Inc., issued pursuant to the Loan and Security Agreement by and between the Company and Innovatus Life Sciences Fund I, LP.
+Added: (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 13, 2024).
+Added: Description of Codexis' Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1A* Lease Agreement by and between the Company and Metropolitan Life Insurance Company dated as of February 1, 2004.
22 unchanged sentences
333-232262) filed with the SEC on June 21, 2019).
−Removed: 10.3G+ Codexis, Inc.
+Added: Amendment to the Codexis, Inc.
+Added: 2019 Incentive Award Plan (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 16, 2023).
+Added: Codexis, Inc.
2022 Employment Inducement Award Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 (File No.
333-269163) filed with the SEC on January 9, 2023).
−Removed: 10.3H+ Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Employment Inducement Award Plan (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 (File No.
+Added: Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Employment Inducement Award Plan (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 (File No.
333-269163) filed with the SEC on January 9, 2023).
−Removed: 10.3I+ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2022 Employment Inducement Award Plan (incorporated by reference to Exhibit 99.3 to the Company's Registration Statement on Form S-8 (File No.
+Added: Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2022 Employment Inducement Award Plan (incorporated by reference to Exhibit 99.3 to the Company's Registration Statement on Form S-8 (File No.
333-269163) filed with the SEC on January 9, 2023).
−Removed: 10.4 Form of Indemnification Agreement between the Company and each of its directors, officers and certain employees.
+Added: Codexis, Inc.
+Added: 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 16, 2023).
+Added: Form of Indemnification Agreement between the Company and each of its directors, officers and certain employees (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 27, 2023).
Form of Amended and Restated Change in Control Severance Agreement between the Company and certain of its officers (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 6, 2019).
1 unchanged sentence
(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 28, 2010).
−Removed: 10.7A† Manufacture and Supply Agreement, dated May 16, 2011, by and between the Company and Lactosan GmbH & Co.
−Removed: KG (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 3, 2011).
−Removed: 10.7B Amendment No.
−Removed: 1 to the Manufacture and Supply Agreement by and between the Company and Lactosan GmbH & Co.
−Removed: KG dated as of March 9, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 10, 2012).
−Removed: 10.8A+ Employment Agreement by and between the Company and Ross Taylor effective as of August 4, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 6, 2019).
−Removed: 10.8B+ Transition and Separation Agreement by and between the Company and Ross Taylor, dated as of February 3, 2023 .
−Removed: 10.9A+ Employment Agreement by and between the Company and John Nicols effective as of May 28, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012).
−Removed: 10.9B+ John Nicols Stock Option Grant Notice and Stock Option Agreement dated June 13, 2012 between John J.
−Removed: Nicols and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012).
−Removed: 10.9C+ Amendment to Employment Agreement between the Company and John Nicols, dated April 21, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 9, 2016).
−Removed: 10.9D+ Amendment to Employment Agreement between the Company and John Nicols, dated November 16, 2017 (incorporated by reference to Exhibit 10.8E to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018).
−Removed: 10.9E+ Amendment to Employment Agreement between the Company and John Nicols, effective as of June 28, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 6, 2019).
−Removed: 10.9F+ Transition and Separation Agreement by and between the Company and John Nicols, dated as of July 18, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 4, 2022).
−Removed: Sitagliptin Catalyst Supply Agreement by and between Merck Sharp and Dohme Corp.
−Removed: and the Company dated as of February 1, 2012 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on April 2, 2013).
−Removed: 10.10B† Amendment to Sitagliptin Catalyst Supply Agreement between Merck Sharp and Dohme Corp.
−Removed: and the Company dated as of October 1, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on November 12, 2013).
−Removed: 10.10C Amendment No.
−Removed: 2 to Sitagliptin Catalyst Supply Agreement between Merck Sharp and Dohme Corp.
−Removed: and the Company dated as of February 25, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015).
−Removed: 10.10D Amendment No.
−Removed: 3 to Sitagliptin Catalysts Supply Agreement between Merck Sharp and Dohme Corp.
−Removed: and the Company dated as of December 17, 2015 (incorporated by reference to Exhibit 10.11D to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 8, 2016).
−Removed: 10.10E Amendment No.
−Removed: 4 to Sitagliptin Catalysts Supply Agreement, effective as of January 1, 2016, by and between the Company and Merck Sharp and Dohme Corp.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed on November 8, 2016).
−Removed: 10.10F Amendment No.
−Removed: 5 to Sitagliptin Catalysts Supply Agreement, effective as of J uly 1, 20 21 , by and between the Company and Merck Sharp and Dohme Corp.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20 21 , filed on November 5 , 20 21 ).
−Removed: 10.11A† Global Development, Option and License Agreement by and among the Company, Societé des Produits Nestlé S.A., formerly known as Nestec Ltd.
−Removed: ("Nestlé Health Science"), effective as of October 12, 2017 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 , filed on March 15, 2018 ) .
−Removed: 10.11B† Amendment No.
−Removed: 1 to Global Development, Option and License Agreement by and among the Company, Nestec Ltd.
−Removed: and Nestlé Amendment No.
−Removed: 1 to Global Development, Option and License Agreement by and among the Company, Nestec Ltd.
−Removed: and Nestlé Health Science S.A., effective as of July 26, 2018 (incorporated by reference to Exhibit 10.12B to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 3, 2019).
−Removed: 10.11C† Letter Agreement to Global Development, Option and License Agreement by and among the Company, Nestec Ltd.
−Removed: and Nestlé Health Science S.A., effective as of December 12, 2018.
−Removed: (incorporated by reference to Exhibit 10.12C to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 3, 2019).
−Removed: 10.12A† Platform Technology Transfer, Collaboration and License Agreement by and between the Company and GlaxoSmithKline Intellectual Property Limited, effective as of July 10, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 31, 2014, filed on November 6, 2014).
−Removed: 10.12B† Letter Agreement, effective as of February 21, 2020, by and between Codexis, Inc.
−Removed: and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020).
−Removed: 10.13A*** Platform Technology Transfer and License Agreement by and between the Company and Merck Sharp & Dohme Corp., dated as of August 3, 2015 (inco rporated by reference to Exhibit 10.13A to the Company's Annual Report on Form 10-K for the year ended December 31, 2021, fil ed on February 28, 2022).
−Removed: 10.13B† Amendment No.
−Removed: 1 to Platform Technology Transfer and License Agreement by and between the Company and Merck Sharp & Dohme Corp., dated as of October 10, 2018 ( incorporated by reference to Exhibit 10.14A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 3, 2019).
−Removed: 10.13C*** Amendment No.
−Removed: 2 to Platform Technology Transfer and License Agreement by and between Merck and the Company dated as of January 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 8, 2019).
−Removed: 10.14*** Platform Technology Transfer and License Agreement, dated May 2, 2019, by and between the Company and Novartis Pharma AG (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 6, 2019).
−Removed: 10.15*** Strategic Collaboration and License Agreement by and between Shire Human Genetic Therapies, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited and the Company, dated March 23, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020) .
−Removed: 10.16A† Loan and Security Agreement effective as of June 30, 2017 by and between the Company and Western Alliance Bank (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 9, 2017).
−Removed: 10.16B† First Amendment to Loan and Security Agreement effective as of September 28, 2017 by and between the Company and Western Alliance Bank (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 9, 2017).
−Removed: 10.16C† Second Amendment to Loan and Security Agreement effective as of November 7, 2017 by and between the Company and Western Alliance Bank (incorporated by reference to Exhibit 10.15B to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018).
−Removed: 10.16D† Third Amendment to Loan and Security Agreement by and between the Company and Western Alliance Bank dated as of June 29, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 9, 2018).
−Removed: 10.16E† Fourth Amendment to Loan and Security Agreement effective as of September 28, 2018 by and between the Company and Western Alliance Bank (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on November 9, 2018 ).
−Removed: 10.16F Fifth Amendment to Loan and Security Agreement effective as of January 23, 2019 by and between the Company and Western Alliance Bank (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 8, 2019).
−Removed: 10.16G Sixth Amendment to Loan and Security Agreement by and between the Company and Western Alliance Bank dated as of July 11, 2019 (incorporated by reference to Exhibit 10.1A to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 6, 2019).
−Removed: 10.16H Seventh Amendment to Loan and Security Agreement by and between the Company and Western Alliance Bank dated as of September 30, 2019 (incorporated by reference to Exhibit 10.1B to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 6, 2019).
−Removed: 10.16I Eighth Amendment to Loan and Security Agreement by and between the Company and Western Alliance Bank dated as of September 30, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 6, 2020.)
−Removed: 10.16J Ninth Amendment to Loan and Security Agreement by and between the Company and Western Alliance Bank dated as of September 30, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021).
+Added: Employment Agreement by and between the Company and Ross Taylor effective as of August 4, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 6, 2019).
+Added: Transition and Separation Agreement by and between the Company and Ross Taylor, dated as of February 3, 2023 (incorporated by reference to Exhibit 10.
+Added: 8B to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 27, 2023).
+Added: Employment Agreement by and between the Company and John Nicols effective as of May 28, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012).
+Added: Amendment to Employment Agreement between the Company and John Nicols, dated April 21, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 9, 2016).
+Added: Amendment to Employment Agreement between the Company and John Nicols, dated November 16, 2017 (incorporated by reference to Exhibit 10.8E to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018).
+Added: Amendment to Employment Agreement between the Company and John Nicols, effective as of June 28, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 6, 2019).
+Added: Transition and Separation Agreement by and between the Company and John Nicols, dated as of July 18, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 4, 2022).
+Added: Acquisition Agre ement by and among the Company, Societé des Produits Nestlé S.A., formerly known as Nestec Ltd.
+Added: ("Nestlé Health Science"), effective as of December 26, 2023 .
Lease Agreement by and between the Company and ARE-SAN FRANCISCO NO.
63, LLC dated as of January 29, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 7, 2021).
−Removed: 10.18*** Platform Technology Transfer, Collaboration and License Agreement by and between the Company and GlaxoSmithKline Intellectual Property Limited, effective as of July 10, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed on August 5, 2022).
−Removed: 10.19A*** Enzyme Supply Agreement by and between the Company and Pfizer Ireland Pharmaceuticals, dated as of July 14, 2022.
−Removed: 10.19B Amendment No.
−Removed: 1 to the Enzyme Supply Agreement by and between the Company and Pfizer Ireland Pharmaceuticals, effective as of December 19, 2022.
−Removed: 10.19C Amendment No.
−Removed: 2 to the Enzyme Supply Agreement by and between the Company and Pfizer Ireland Pharmaceuticals, effective as of February 1, 2023.
+Added: Assignment and Assumption of Lease by and between the Company and Vaxcyte, Inc.
+Added: dated as of September 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 3, 2023).
+Added: Consent to Assignment and First Amendment to Lease Agreement by and between the Company, Vaxcyte Inc.
+Added: and ARE-San Francisco No.
+Added: 63, LLC dated as of September 6, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 3, 2023).
Employment Agreement by and between the Company and Stephen Dilly dated as of August 9, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 4, 2022).
−Removed: 10.21A+ Offer Letter by and between the Company and Kevin Norrett dated as of September 12, 2022 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 4, 2022).
−Removed: 10.21B+ Change in Control Severance Agreement by and between the Company and Kevin Norrett dated September 12, 2022 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 4, 2022).
−Removed: 10.22A+ Offer Letter by and between the Company and Margaret Fitzgerald dated as of October 5, 2022.
−Removed: 10.22B+ Change in Control Severance Agreement by and between the Company and Margaret Fitzgerald dated October 10, 2022.
−Removed: 10.23A+ Offer Letter by and between the Company and Sriram Ryali dated as of December 30, 2023.
−Removed: 10.23B+ Change in Control Severance Agreement by and between the Company and Sriram Ryali dated January 27, 2023
−Removed: 23.1 Consent of BDO USA, LLP, independent registered public accounting firm.
+Added: Offer Letter by and between the Company and Kevin Norrett dated as of September 12, 2022 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 4, 2022).
+Added: Change in Control Severance Agreement by and between the Company and Kevin Norrett dated September 12, 2022 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 4, 2022).
+Added: Offer Letter by and between the Company and Margaret Fitzgerald dated as of October 5, 2022 (incorporated by reference to Exhibit 10.13A to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 27, 2023).
+Added: Change in Control Severance Agreement by and between the Company and Margaret Fitzgerald dated October 10, 2022 (incorporated by reference to Exhibit 10.13A to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 27, 2023).
+Added: Offer Letter by and between the Company and Sriram Ryali dated as of December 30, 2023 (incorporated by reference to Exhibit 10.13A to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 27, 2023).
+Added: Change in Control Severance Agreement by and between the Company and Sriram Ryali dated January 27, 2023 (incorporated by reference to Exhibit 10.13A to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 27, 2023).
+Added: 10.17 Loan and Security Agreement by and between the Company and Innovatus Life Sciences Fund I, LP.
+Added: , e ffective as of February 13, 2024
+Added: 23.1 Consent of BDO USA, P.C., independent registered public accounting firm.
24.1 Power of Attorney (see signature page to this Annual Report on Form 10-K).
2 unchanged sentences
32.1** Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
+Added: C odexis, Inc.
+Added: Clawback Policy effective August 24, 2023
101 The following materials from Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL) includes:
12 unchanged sentences
** Pursuant to Item 601(b)(32) of Regulation S-K this exhibit is furnished rather than filed with this report.
−Removed: *** Portions of the exhibit, marked by brackets, have been omitted because the omitted information is (i) not material and (ii) would be competitively harmful if publicly disclosed.
+Added: *** Portions of the exhibit, marked by brackets, have been omitted because the omitted information is (i) not material and (ii) customarily and actually treated as private or confidential.
FORM 10-K SUMMARY
25 unchanged sentences
February 28, 2024
−Removed: Nicols Director Date:
−Removed: February 27, 2023
Stewart Parker Director Date:
9 unchanged sentences
February 28, 2024
−Removed: /s/ Patrick Y.
−Removed: Yang Director Date:
−Removed: February 27, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.